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STEPS TO RECEIVE YOUR ENTITLEMENT
To receive your entitlement, you must complete the following steps:
| ● | Describe the certificate(s) or DRS Advice(s) being transmitted by filling out the Shareholder Registration Table on page 2 of the Letter of Transmittal. The registration and address must match Odyssey’s records. |
| ● | Review the declaration on pages 2 to 4 of the Letter of Transmittal. |
| ● | Provide share registration and delivery information, as applicable, on page 4 of the Letter of Transmittal. |
| ● | Indicate whether or not you are a U.S. Shareholder or are acting on behalf of a U.S. Shareholder on page 6 of the Letter of Transmittal. |
| ● | If the securities are owned jointly, all owners must sign the Letter of Transmittal (Refer to the signature line for a Joint Holder in Box F on page 7, as well as the instructions for signatures and guarantee of signatures on pages 8 and 9 of the Letter of Transmittal). |
| ● | If the Letter of Transmittal is being signed by anyone other than the current registered holder, supporting documentation demonstrating signing authority must be provided (Refer to #4 in the FAQ below and sections 4 and 5 of the Instructions of the Letter of Transmittal). |
| ● | If the entitlement is to be held at one of Odyssey’s offices for pick up, fill out Box C. |
| ● | If applicable, include your original certificate(s). If your certificate(s) has been lost, stolen, or destroyed, the Letter of Transmittal must be completed as fully as possible and forwarded, together with a letter describing the loss. Odyssey will respond with replacement requirements (which may include an Affidavit of Loss and Indemnity Bond). |
Once required steps are complete, please send original documents to Odyssey Trust Company, the depositary, at the following address by mail, hand, or courier:
Trader’s Bank Building
702 – 67 Yonge Street
Toronto ON M5E 1J8
Attention: Corporate Actions
FREQUENTLY ASKED QUESTIONS (FAQ)
| 1. | What is a Registered Shareholder? A registered shareholder is a person or entity who directly owns shares in the company. The registered shareholder will have their name and address filed on the company’s registry. |
| 2. | What is a Medallion Guarantee? It is a special certification stamp that guarantees a signature and authorizes a transfer of securities from one registered holder to another. If your financial institution does not offer Medallion Guarantees, you can request a virtual Medallion by making an appointment through Odyssey by visiting: www.odysseytrust.com/ca- en/help. |
| 3. | What is an Eligible Institution? It is a Canadian Schedule I Chartered Bank, a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada, members of the Canadian Investment Regulatory Organization, members of the Financial Industry Regulatory Authority or banks and trust companies in the United States. |
| 4. | What is Signing Authority? Where someone executes the Letter of Transmittal other than the registered shareholder or where the shares are registered to an entity, it must be accompanied by satisfactory evidence of the representative’s authority to sign on behalf of the registered holder or entity. Examples of these documents include Corporate Resolutions, Partnership/Trustee Agreements, proofs of guardianship, Powers of Attorney, Estate Documentation, etc. Note: Documents demonstrating authority must be dated within the last 6 months. |
THIS LETTER OF TRANSMITTAL IS FOR USE BY COMMON SHAREHOLDERS OF VEREN INC. ONLY IN CONJUNCTION WITH THE PLAN OF ARRANGEMENT INVOLVING VEREN INC., WHITECAP RESOURCES INC. AND SECURITYHOLDERS OF VEREN INC.
IN ORDER TO BE EFFECTIVE, THIS LETTER OF TRANSMITTAL MUST BE VALIDLY COMPLETED, DULY EXECUTED AND RETURNED TO THE DEPOSITARY, ODYSSEY TRUST COMPANY. IT IS IMPORTANT THAT SHAREHOLDERS VALIDLY COMPLETE, DULY EXECUTE AND RETURN THIS LETTER OF TRANSMITTAL ON A TIMELY BASIS IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED HEREIN. THE DEPOSITARY OR YOUR BROKER OR OTHER FINANCIAL ADVISOR CAN ASSIST YOU IN COMPLETING THIS LETTER OF TRANSMITTAL.

LETTER OF TRANSMITTAL
FOR HOLDERS OF COMMON SHARES
OF VEREN INC.
Please read the instructions set out below (the “Instructions”) and the joint management information circular of Whitecap Resources Inc. (“Whitecap”) and Veren Inc. (“Veren”) dated March 28, 2025 (the “Information Circular”) carefully before completing this letter of transmittal (this “Letter of Transmittal”).
| TO: | VEREN INC. |
| AND TO: | WHITECAP RESOURCES INC. |
| AND TO: | ODYSSEY TRUST COMPANY (THE “DEPOSITARY”), AS DEPOSITARY |
This Letter of Transmittal is for use by registered holders of common shares (“Veren Shares”) of Veren in connection with the business combination (the “Business Combination”) to be completed by way of a plan of arrangement (the “Plan of Arrangement”) under section 193 of the Business Corporations Act (Alberta) involving Veren, holders of Veren Shares (the “Veren Shareholders”), holders of certain incentive awards of Veren, and Whitecap pursuant to a business combination agreement dated March 9, 2025 (the “Business Combination Agreement”), a copy of which is attached as Appendix C to the Information Circular.
Veren Shareholders whose Veren Shares are registered in the name of a broker, dealer, bank, trust company or other nominee should immediately contact such person to arrange for the deposit of their Veren Shares. Under the Business Combination, Veren Shareholders will exchange their Veren Shares for common shares of Whitecap (“Whitecap Shares”) on the basis of 1.05 Whitecap Shares for each Veren Share. Capitalized terms used but not defined in this Letter of Transmittal shall have the respective meanings given to them in the Information Circular.
Veren Shareholders will not receive the Direct Registration System advice statements (“DRS Advices”) representing the Whitecap Shares to which such Veren Shareholders are so entitled under the Business Combination until they submit their certificate(s), if applicable, representing Veren Shares to the Depositary along with a duly completed and executed Letter of Transmittal, or a manually executed facsimile hereof, and such other documents as may be required by the Depositary.
The Depositary or your broker or other financial advisor can assist you in completing this Letter of Transmittal (see the cover or back page of this document for addresses and telephone numbers relating to the Depositary).
Veren Shareholders should be aware that there may be tax considerations applicable to them with respect to the Business Combination under Canadian, United States and other tax laws. Certain of such tax considerations are summarized in the Information Circular; however, such summary is not intended to be legal or tax advice, and Veren Shareholders should consult their own tax advisors as to the tax consequences to them of the Business Combination with respect to their particular circumstances.
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From and after the Effective Time, certificates and DRS Advices formerly representing Veren Shares shall represent only the right to receive the consideration to which the former holders of Veren Shares are entitled pursuant to the Business Combination.
ALL VEREN SHAREHOLDERS MUST COMPLETE BOX D, “STATUS AS U.S. SHAREHOLDER” AND SHOULD COMPLETE AND SUBMIT EITHER AN IRS FORM W-9 OR THE APPROPRIATE IRS FORM W-8 IF THEY ARE NOT A U.S. SHAREHOLDER. SEE SECTION 11 OF THE INSTRUCTIONS.
STEP 1: DESCRIBE THE CERTIFICATE(S) OR DRS ADVICE(S) BEING TRANSMITTED
All Veren Shareholders must complete this Step.
The undersigned registered Veren Shareholder hereby delivers to the Depositary the enclosed certificate(s), if applicable, representing Veren Shares to be exchanged for DRS Advice(s) representing Whitecap Shares in accordance with the Business Combination as described in the Information Circular.
| SHAREHOLDER REGISTRATION TABLE | ||
| Certificate Number(s) or DRS Advice Holder Account Number |
Name in Which Veren Shares are Registered |
Number of Veren Shares Deposited |
| TOTAL | ||
(if space above is not sufficient, please attach a signed list in the form above)
| ☐ | Some or all of the certificates representing Veren Shares have been lost, stolen or destroyed (check box if applicable). Please review section 8 of the Instructions for the procedure to obtain the Whitecap Shares. |
STEP 2: MAKE THE FOLLOWING DECLARATION
(to be evidenced by your signature in Box F)
The undersigned:
| 1. | represents and warrants that: (a) the undersigned is the registered and legal owner of the above listed Veren Shares and has good title to the rights represented by the above mentioned certificate(s) or DRS Advice(s) representing Veren Shares, free and clear of all liens, charges, encumbrances, claims and equities, together with all rights and benefits; (b) the undersigned has full power and authority to execute and deliver this Letter of Transmittal and to deposit, sell, assign, transfer and deliver such certificate(s) or DRS Advice(s) representing the Veren Shares in accordance with the Business Combination and that, when the Whitecap Shares are received for such Veren Shares, none of Veren, Whitecap or any successors thereto will be subject to any adverse claim in respect of such Veren Shares; (c) all information inserted into this Letter of Transmittal by the undersigned is true, complete and accurate; (d) the Veren Shares have not been sold, assigned or transferred nor has any agreement been entered into to sell, assign or transfer any such deposited Veren Shares to any other person; and (e) the undersigned will not transfer or permit to be transferred any of the deposited Veren Shares other than in connection with the Business Combination; |
| 2. | acknowledges that the covenants, representations and warranties of the undersigned herein contained shall survive the completion of the Business Combination; |
| 3. | represents and warrants that the Veren Shares listed above represent all of the Veren Shares owned by the undersigned that are registered in the same name of the undersigned; |
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| 4. | acknowledges receipt of the Information Circular; |
| 5. | irrevocably constitutes and appoints each director and officer of each of Veren and Whitecap and any other person designated by Veren or Whitecap in writing, the true and lawful agent and attorney of the certificate(s) or DRS Advice(s) representing the Veren Shares in the name of and on behalf of the undersigned, to do such acts or take such actions with respect to the exchange of the certificate(s) or DRS Advice(s) representing the Veren Shares for the DRS Advice(s) representing Whitecap Shares in accordance with the Business Combination (such power of attorney being deemed to be an irrevocable power coupled with an interest); |
| 6. | directs the Depositary to issue or cause to be issued DRS Advice(s) representing Whitecap Shares to which the holder of such certificate(s) or DRS Advice(s) representing the Veren Shares is entitled pursuant to the Business Combination in the name indicated below and to send the DRS Advice(s) representing Whitecap Shares to the address, or hold the same for pickup, as indicated in this Letter of Transmittal; |
| 7. | acknowledges that Veren, Whitecap and the Depositary shall be entitled to deduct and withhold from any amounts payable (including from any Whitecap Shares issuable) to any former Veren Shareholder such amounts (whether in cash or Whitecap Shares) as Veren, Whitecap, or the Depositary reasonably determines is required to deduct or withhold with respect to such payment under the Income Tax Act (Canada) or any provision of federal, provincial, territorial, state, local or foreign tax law. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated, for all purposes, as having been paid or delivered to the former Veren Shareholder in respect of which such deduction and withholding was made, provided that such deducted or withheld amounts (or net proceeds therefrom) are timely remitted to the appropriate governmental authority. The Veren Shareholder acknowledges and agrees that any of Veren, Whitecap or the Depositary are hereby authorized to sell or otherwise dispose of any Whitecap Shares issuable pursuant to the Business Combination as is necessary to provide sufficient funds to Veren, Whitecap or the Depositary, as the case may be, to enable it to comply with all deduction or withholding requirements applicable to it, and none of Veren, Whitecap or the Depositary shall be liable to any person for any deficiency in respect of any proceeds received, and Veren, Whitecap or the Depositary, as applicable, shall notify such former Veren Shareholder thereof and remit to such former Veren Shareholder any unapplied balance of the net proceeds of such sale; |
| 8. | covenants and agrees to execute, upon request, any additional documents, transfers and other assurances as may be necessary or desirable to complete the exchange of the certificate(s) or DRS Advice(s) representing the Veren Shares for the DRS Advice(s) representing Whitecap Shares; |
| 9. | acknowledges that all authority conferred, or agreed to be conferred, by the undersigned herein may be exercised during any subsequent legal incapacity of the undersigned and shall survive the death, incapacity, bankruptcy or insolvency of the undersigned and all obligations of the undersigned herein shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned; |
| 10. | by virtue of this Letter of Transmittal, shall be deemed to have agreed that all questions as to validity, form, eligibility (including timely receipt) and acceptance of any Veren Shares deposited pursuant to the Business Combination will be determined by Whitecap in its sole discretion and that such determination shall be final and binding and acknowledges that there shall be no duty or obligation on Veren, Whitecap, the Depositary or any other person to give notice of any defect or irregularity in any deposit and no liability shall be incurred by any of them for failure to give such notice; |
| 11. | acknowledges that it has consulted or has had the opportunity to consult its own tax advisor with respect to the potential tax consequences to it of the Business Combination; |
| 12. | by reason of the use by the undersigned of this Letter of Transmittal in the English language, the undersigned acknowledges that he, she or it is deemed to have required that any contract evidenced by the Business Combination as accepted through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En utilisant une version anglaise de cette lettre d’envoi, le soussigné est réputé avoir exigé que tout contrat attesté par l’Arrangement, tel qu’il est accepté au moyen de cette lettre d’envoi, de même que tous les documents qui s’y rapportent, soient rédigés exclusivement en anglais; |
| 13. | acknowledges that, if the Business Combination is completed, the deposit of Veren Shares pursuant to this Letter of Transmittal is irrevocable; |
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| 14. | acknowledges that if the Business Combination is not completed, the Business Combination Agreement is terminated or Veren or Whitecap terminate their obligations thereunder pursuant to its terms, the undersigned directs the Depositary to return the enclosed certificate(s) or DRS Advice(s), as applicable, to the address of the Veren Shareholder indicated below by first class mail; |
| 15. | acknowledges that Veren and/or Whitecap may be required to disclose personal information in respect of the undersigned and consents to disclosure of personal information in respect of the undersigned to: (i) stock exchanges, including the TSX and NYSE, or securities regulatory authorities; (ii) the Depositary; (iii) any of the parties to the Business Combination; (iv) legal counsel to any of the parties to the Business Combination; and (v) as otherwise required by any applicable Law; and |
| 16. | acknowledges that the delivery of the Veren Shares shall be effected, and the risk of loss of such Veren Shares shall pass, only upon proper receipt thereof by the Depositary. |
STEP 3: PROVIDE REGISTRATION AND DELIVERY INSTRUCTIONS
All Veren Shareholders must complete this Step.
The Depositary, Whitecap and Veren are hereby authorized and directed to cause the DRS Advice(s) representing Whitecap Shares which the registered Veren Shareholder is entitled to receive in accordance with the terms of the Plan of Arrangement to be registered in the name of the undersigned (unless alternative registration is required in the manner set forth below), which shall be sent by mail to the address specified or held for pick up, if so indicated.
| BOX A | BOX B | |
| REGISTRATION INSTRUCTIONS | DELIVERY INSTRUCTIONS | |
| (See section 2 of the Instructions) | (See section 2 of the Instructions) | |
| Register the Whitecap Shares to: | Deliver the Whitecap Shares to the name and address specified | |
| below (unless BOX C is checked): | ||
| Name:___________________________________________________________ | ||
| (please print) | In the Name of_________________________________________________ | |
| (please print) | ||
| Address:_________________________________________________________ | ||
| ________________________________________________________________ | Address:______________________________________________________ | |
| ________________________________________________________________ | _____________________________________________________________ | |
| (include postal or zip code) | _____________________________________________________________ | |
| (include postal or zip code) | ||
| Social Insurance Number:____________________________________________ | ||
| *If the registration in Box A differs from the registration as it appears on the register of holders of Veren Shares, Box E must also be completed. |
If neither Box A nor Box B is completed, DRS Advice(s) representing Whitecap Shares issued in exchange for the Veren Shares will be issued in the name of the registered holder as such name appears on the register of holders of Veren Shares and, unless Box C is checked, mailed to the address as is shown on the register maintained by Veren.
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BOX C
HOLD FOR PICK-UP
Hold for pick-up at the office of the Depositary where the Veren Shares were deposited:
☐ Calgary ☐ Toronto ☐ Vancouver
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BOX D
STATUS AS U.S. SHAREHOLDER
TO BE COMPLETED BY ALL VEREN SHAREHOLDERS BY SELECTING ONE BOX BELOW
(See section 11 of the Instructions)
Indicate whether or not you are a U.S. Shareholder or are acting on behalf of a U.S. Shareholder.
A “U.S. Shareholder” is any holder of Veren Shares who is (i) an individual who is a citizen or resident alien of the United States, (ii) a corporation (including an entity taxable as a corporation for U.S. federal income tax purposes) or partnership (or other pass-through entity taxable as a partnership for U.S. federal income tax purposes) created or organized in or under the laws of the United States or of any political subdivision thereof, (iii) an estate the income of which is subject to United States federal income tax regardless of its source or (iv) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or (b) the trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.
| ☐ | The person signing this Letter of Transmittal represents that he/she/it is not a U.S. Shareholder and is not acting on behalf of a U.S. Shareholder. |
| ☐ | The person signing this Letter of Transmittal is a U.S. Shareholder or is acting on behalf of a U.S. Shareholder. |
IF YOU (I) ARE A U.S. SHAREHOLDER, (II) ARE ACTING ON BEHALF OF A U.S. SHAREHOLDER OR (III) PROVIDE A U.S. ADDRESS ON THIS LETTER OF TRANSMITTAL, THEN IN ORDER TO AVOID BACK-UP WITHHOLDING ON AMOUNTS PAYABLE TO YOU IN CONNECTION WITH OR FUTURE DISTRIBUTIONS ON WHITECAP SHARES RECEIVED PURSUANT TO THE BUSINESS COMBINATION, YOU MUST COMPLETE AND SUBMIT TO THE DEPOSITARY THE INTERNAL REVENUE SERVICE (“IRS”) FORM W-9 INCLUDED BELOW OR OTHERWISE PROVIDE ACCEPTABLE EVIDENCE THAT YOU ARE EXEMPT FROM BACK-UP WITHHOLDING, AS PROVIDED IN SECTION 11 OF THE INSTRUCTIONS.
EACH HOLDER OF VEREN SHARES SHOULD CONSULT ITS OWN TAX ADVISOR TO DETERMINE WHETHER SUCH HOLDER IS REQUIRED TO FURNISH AN IRS FORM W-9, IS EXEMPT FROM BACKUP WITHHOLDING AND INFORMATION REPORTING, OR IS REQUIRED TO FURNISH AN IRS FORM W-8 (OR OTHER APPLICABLE IRS FORM). PLEASE SEE SECTION 11 OF THE INSTRUCTIONS FOR MORE INFORMATION. THE APPROPRIATE IRS FORM W-8, W-9 OR ANY OTHER APPLICABLE IRS FORM CAN BE OBTAINED FROM THE IRS WEBSITE AT WWW.IRS.GOV.
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| BOX E | BOX F | |
| SIGNATURE GUARANTEE | SIGNATURE | |
| (If required under section 4 of the Instructions) | All Veren Shareholders must complete and sign below. | |
| ______________________________________________ | Dated:_________________________________________ | |
| Authorized Signature of Guarantor(if required under sections 3 or 4 of the Instructions) | ||
| ______________________________________________ | ||
| ______________________________________________ | Signature of Veren Shareholder or Authorized Representative | |
| Name of Guarantor (please print or type) | (see sections 3 and 5 of the Instructions) | |
| ______________________________________________ | ______________________________________________ | |
| Address of Guarantor (please print or type) | Signature of any Joint Holder | |
| ______________________________________________ | ||
| Name of Veren Shareholder (please print or type) | ||
| ______________________________________________ | ||
| Name of Authorized Representative, if applicable (please print or type) | ||
| ______________________________________________ | ||
| Address of Veren Shareholder | ||
| ______________________________________________ | ||
| Telephone Number of Veren Shareholder or Authorized | ||
| Representative | ||
| ______________________________________________ | ||
| *Email Address of Veren Shareholder or Authorized | ||
| Representative | ||
| ______________________________________________ | ||
| Social Insurance Number or U.S. Resident Taxpayer | ||
| Identification Number (must be provided) | ||
| *By providing an email address, the undersigned consents to electronic delivery by the Depositary. |
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INSTRUCTIONS
| 1. | Use of Letter of Transmittal |
| (a) | In order to be eligible to receive the DRS Advice(s) representing Whitecap Shares, this Letter of Transmittal (or a manually executed copy hereof) properly completed and signed as required by the instructions set forth below, together with accompanying certificate(s), if applicable, representing Veren Shares and all other required documents, must be received by the Depositary at one of its offices specified on the cover or back page of this document. In order to receive the Whitecap Shares under the Business Combination for the deposited Veren Shares, it is recommended that the foregoing documents be received by the Depositary at an address set forth on the cover or last page of this Letter of Transmittal as soon as possible. |
| (b) | The method used to deliver this Letter of Transmittal and any accompanying certificate(s), if applicable, representing Veren Shares and all other documents that may be required by the Depositary is at the option and risk of the person depositing the same, and delivery will be deemed effective only when such documents are actually received by the Depositary at one of its offices specified on the cover or back page of this Letter of Transmittal. It is recommended that the necessary documentation be hand delivered to the Depositary, at its office specified on the cover or back page of this Letter of Transmittal, and a receipt obtained. However, if such documents are mailed, it is recommended that registered mail be used and that proper insurance be obtained and a return receipt requested. |
| 2. | Registration and Delivery Instructions |
The box entitled “Registration Instructions” must be completed by all Veren Shareholders. One of the boxes entitled “Delivery Instructions” or “Hold for Pick-Up” must also be completed or checked, as applicable. In the event that the boxes entitled “Registration Instructions” and “Delivery Instructions”, as applicable, are not completed by a holder of Veren Shares, the DRS Advice(s) representing Whitecap Shares to be registered to such holder shall be registered in the name of such holder as such name appears on the register of holders of Veren Shares and unless the box entitled “Hold for Pick-up” is checked, shall be delivered to the address otherwise indicated by the holder, or where no such address is indicated, to the holder’s latest address appearing on the register of holders of Veren Shares. See also section 4 “Guarantee of Signatures” below.
| 3. | Signatures |
| (a) | This Letter of Transmittal must be completed and signed by the Veren Shareholder or by such Veren Shareholder’s duly authorized representative (in accordance with section 5 “Fiduciaries, Representatives and Authorizations” below) under Box F. |
| (b) | If this Letter of Transmittal is signed by the registered owner(s) of the certificate(s) or DRS Advice(s) representing Veren Shares, such signature(s) on this Letter of Transmittal must correspond with the name(s) as registered or as written on the face of such certificate(s) or DRS Advice(s) without any change whatsoever, and the certificate(s) need not be endorsed. If such transmitted certificate(s) or DRS Advice(s) are owned by two or more joint owners, all such owners must sign this Letter of Transmittal. |
| (c) | If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Veren Shares or if the DRS Advice(s) representing Whitecap Shares are to be issued to a person other than the registered holder(s): |
| (i) | such deposited certificate(s) representing Veren Shares must be endorsed or such Letter of Transmittal must be accompanied by an appropriate share transfer power of attorney duly and properly completed by the registered owner(s); and |
| (ii) | the signature(s) on such endorsement or power of attorney must correspond exactly to the name(s) of the registered owner(s) as registered or as appearing on the certificate(s) or DRS Advice(s) representing Veren Shares and must be guaranteed as noted in section 4 “Guarantee of Signatures” below. |
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| 4. | Guarantee of Signatures |
If this Letter of Transmittal is executed by a person other than the registered owner(s) of the Veren Shares, or if the DRS Advice(s) representing Whitecap Shares to be issued is to be registered in a name other than the name of the registered owner(s) of the Veren Shares, such signature must be guaranteed by a Medallion Guarantee, 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).
An “Eligible Institution” means a Canadian Schedule I Chartered Bank, a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada, members of the Canadian Investment Regulatory Organization, members of the Financial Industry Regulatory Authority or banks and trust companies in the United States.
A “Medallion Guarantee” is a special certification stamp that guarantees a signature and authorizes a transfer of securities from one registered holder to another. If your financial institution does not offer Medallion Guarantees, you can request a virtual Medallion Guarantee by making an appointment through Odyssey by visiting: www.odysseytrust.com/ca-en/help.
| 5. | Fiduciaries, Representatives and Authorizations |
Where this Letter of Transmittal or any certificate or share transfer or power of attorney is executed by a person as an executor, administrator, trustee, guardian, attorney-in-fact, or agent or on behalf of a corporation, partnership or association or is executed by any other person acting in a fiduciary or representative capacity, this Letter of Transmittal must be accompanied by satisfactory evidence of the authority to act. Any of Veren, Whitecap or the Depositary, at their sole discretion, may require additional evidence of such person’s authority or additional documentation.
| 6. | Direct Registration System |
Whitecap Shares to be issued pursuant to the Business Combination will be issued in the Direct Registration System, or DRS. The DRS is a system that allows you to hold your Whitecap Shares in “book-entry” form without having a physical share certificate issued as evidence of ownership. Instead, your Whitecap Shares will be held in your name and registered electronically in Whitecap’s records, which will be maintained by its transfer agent, Odyssey Trust Company, as transfer agent (“Odyssey”). The Direct Registration System eliminates the need for shareholders to safeguard and store certificates, it avoids the significant cost of a surety bond for the replacement of, and the effort involved in replacing, physical certificate(s) that might be lost, stolen or destroyed and it permits/enables electronic share transactions.
Upon completion of the Business Combination you will receive initial DRS Advice(s) acknowledging the number of Whitecap Shares you hold in your DRS account. Each time you have any movement of Whitecap Shares into or out of your DRS account, you will be mailed an updated DRS Advice. You may request DRS Advice(s) at any time by contacting Odyssey.
At any time you may request a share certificate for all or a portion of the Whitecap Shares held in your DRS account. Simply contact Odyssey with your request. A share certificate for the requested number of Whitecap Shares will be sent to you by first class mail upon receipt of your instructions, at no cost to you.
For more information, please contact Odyssey at (587) 885-0960 or toll-free within US and Canada at 1 (888) 290-1175.
| 7. | Miscellaneous |
| (a) | No Veren Shareholder shall be entitled to receive any consideration with respect to Veren Shares held by the Veren Shareholder other than the consideration to which such holder is entitled to receive under the Business Combination and, for greater certainty, no such holder will be entitled to receive any interest, dividend, premium or other payment in connection therewith. |
| (b) | If the space on this Letter of Transmittal is insufficient to list all certificates or DRS Advices representing Veren Shares, additional certificate numbers and the number of Veren Shares represented thereby may be included on a separate signed list affixed to this Letter of Transmittal. |
| (c) | If Veren Shares are registered in different forms (e.g. “John Doe” and “J. Doe”), a separate Letter of Transmittal must be signed for each different registration. |
| (d) | No alternative, conditional or contingent deposits will be accepted. All depositing Veren Shareholders by execution of this Letter of Transmittal (or a copy thereof) waive any right to receive any notice by the Depositary. |
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| (e) | The holder of the Veren Shares that are the subject of this Letter of Transmittal hereby unconditionally and irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of Alberta and the courts of appeal therefrom. |
| (f) | Additional copies of the Letter of Transmittal may be obtained on request and without charge from the Depositary at any of their offices at the addresses listed on the cover or back page of this document. A copy of this Letter of Transmittal is available under Veren’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. |
| 8. | Lost Certificates |
If any certificate which immediately prior to the Effective Time represented an interest in one or more outstanding Veren Shares has been lost, stolen or destroyed, upon satisfying such reasonable requirements as may be imposed by Whitecap and the Depositary in relation to the issuance of replacement share certificates, the Depositary will issue and deliver in exchange for such lost, stolen or destroyed certificate the consideration to which the holder is entitled pursuant to the Business Combination (and any dividends or distributions with respect thereto) as determined in accordance with the Business Combination, deliverable in accordance with such holder’s Letter of Transmittal. The Person who is entitled to receive such consideration shall, as a condition precedent to the receipt thereof, give a bond satisfactory to each of Whitecap, Veren and their respective transfer agents in such form as is satisfactory to Whitecap, Veren and their respective transfer agents, and shall indemnify Whitecap, Veren and their respective transfer agents, to the reasonable satisfaction of such parties, against any claim that may be made against any of them with respect to the certificate alleged to have been lost, stolen or destroyed.
| 9. | Fractional Shares |
No fractional Whitecap Shares will be issued under the Business Combination. In the event that a Veren Shareholder would otherwise be entitled to a fractional Whitecap Share, the number of Whitecap Shares issued to such Veren Shareholder will be rounded up to the next whole number of Whitecap Shares if the fractional entitlement is equal to or greater than 0.5 and shall, without any additional compensation, be rounded down to the next whole number of Whitecap Shares if the fractional entitlement is less than 0.5. In calculating fractional interests, all Veren Shares registered in the name or beneficially held by such Veren Shareholder, or its nominee(s), will be aggregated.
| 10. | Cessation of Rights |
Subject to any applicable laws relating to unclaimed personal property, any certificate or DRS Advice formerly representing Veren Shares that is not deposited, together with all other documents required under the Plan of Arrangement, on or before the last Business Day before the third anniversary of the Effective Date, and any right or claim by or interest of any kind or nature, including the right of a former Veren Shareholder to receive DRS Advice(s) representing Whitecap Shares to which such holder is entitled pursuant to the Business Combination, shall terminate and be deemed to be surrendered and forfeited to Whitecap for no consideration, together with all entitlements to dividends, distributions and interest thereon. In such case, such Whitecap Shares shall be returned to Whitecap for cancellation.
| 11. | Important Tax Information for Veren Shareholders that are U.S. Shareholders or that Provide a U.S. Address |
Under current U.S. federal income tax law, amounts received by a U.S. Shareholder in connection with the Business Combination or distributions (including dividends) on the Whitecap Shares received by a U.S. Shareholder pursuant to the Business Combination may be subject to U.S. backup withholding, currently at a rate of 24%. Such backup withholding may also apply to a Veren Shareholder that is not a U.S. Shareholder if such Veren Shareholder provides an address in the United States in Box A or Box B of this Letter of Transmittal. To avoid backup withholding on any such proceeds or future distributions, each Veren Shareholder that is a U.S. Shareholder or to whom the previous sentence applies must timely provide the Depositary with the Shareholder’s correct taxpayer identification number (“TIN”) on IRS Form W-9, attached hereto (or available from the IRS website at http://www.irs.gov), or otherwise establish a basis for exemption from backup withholding. Certain holders of Veren Shares (including, among others, corporations and certain non-U.S. persons) are exempt from these U.S. backup withholding requirements provided that such holders provide the applicable certification establishing such exemption. U.S. persons that are exempt U.S. Shareholders should furnish their TIN, provide the applicable codes in the box labeled “Exemptions,” and sign, date and send to the Depositary the IRS Form W-9. Veren Shareholders that are not U.S. Shareholders, including entities, may qualify as exempt recipients by submitting to the Depositary a completed IRS Form W-8BEN, W-BEN-E, or other applicable form, signed under penalties of perjury, attesting to that Veren Shareholder’s non-U.S. status. The applicable IRS Form W-8 can be obtained from the IRS website at http://www.irs.gov.
If backup withholding applies, the Depositary is required to withhold on any consideration received by a Veren Shareholder pursuant to the Business Combination. Backup withholding is not an additional tax. A holder subject to the backup withholding rules will be allowed a credit of the amount withheld against such holder’s U.S. federal income tax liability, and, if backup withholding results in an overpayment of tax, such holder may be entitled to a refund, provided the requisite information is furnished to the IRS in a timely manner.
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At Odyssey Trust Company, we take your privacy seriously. When providing services to you, we receive non-public, personal information about you. We receive this information through transactions we perform for you or an issuer in which you hold securities, from enrolment forms and through other communications with you. We may also receive information about you by virtue of your transactions with affiliates of Odyssey Trust Company or other parties. This information may include your name, social insurance number, securities ownership information and other financial information. With respect to both current and former customers, Odyssey Trust Company does not share non-public personal information with any non-affiliated third party except as necessary to process a transaction, service your account or as permitted by law. Our affiliates and outside service providers with whom we share information are legally bound not to disclose the information in any manner, unless permitted by law or other governmental process. We strive to restrict access to your personal information to those employees who need to know the information to provide our services to you, and we maintain physical, electronic, and procedural safeguards to protect your personal information. Odyssey Trust Company realizes that you entrust us with confidential personal and financial information, and we take that trust very seriously. By providing your personal information to us and signing this form, we will assume, unless we hear from you to the contrary, that you have consented and are consenting to this use and disclosure. A complete copy of our Privacy Code may be accessed at www.odysseytrust.com, or you may request a copy in writing Attn: Chief Privacy Officer, Odyssey Trust Company at 350 – 409 Granville St, Vancouver, BC, V6C 1T2.
The Depositary is:
ODYSSEY TRUST COMPANY
By Mail, Hand or Courier
Trader’s Bank Building
702 – 67 Yonge Street
Toronto ON M5E 1J8
Attention: Corporate Actions
Telephone: (587) 885-0960 or toll-free within US
and Canada 1 (888) 290-1175
E-Mail: corp.actions@odysseytrust.com
Any questions and requests for assistance may be directed by shareholders to the Depositary at the telephone numbers and locations set out above.
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