THE INSTRUCTIONS ACCOMPANYING THIS TRANSMITTAL AND ELECTION FORM SHOULD

THE INSTRUCTIONS ACCOMPANYING THIS TRANSMITTAL AND ELECTION FORM SHOULD BE READ CAREFULLY BEFORE THIS TRANSMITTAL AND ELECTION FORM IS COMPLETED. THIS TRANSMITTAL AND ELECTION FORM IS FOR USE IN DEPOSITING COMMON SHARES OF NOVA GROWTH CORP. IN CONNECTION WITH THE COMPULSORY ACQUISITION OF SUCH COMMON SHARES. THE DEPOSITARY (SEE LAST PAGE FOR ADDRESS AND TELEPHONE NUMBER) OR YOUR BROKER OR OTHER FINANCIAL ADVISOR CAN ASSIST YOU IN COMPLETING THIS TRANSMITTAL AND ELECTION FORM. TRANSMITTAL AND ELECTION FORM for Deposit of Common Shares of NOVA GROWTH CORP. pursuant to the Notice of Compulsory Acquisition dated May 14, 2008 made by 2155300 ONTARIO INC. USE THIS TRANSMITTAL AND ELECTION FORM TO DEPOSIT A SHARE CERTIFICATE 2155300 Ontario Inc. (the “Offeror”) made an offer dated February 7, 2008 (the “Offer”) to purchase all of the issued and outstanding common shares (the “Shares”) and warrants of Nova Growth Corp. (“Nova”), which included Shares that might become issued and outstanding after the date of the Offer, but before the expiry time of the Offer upon the exercise of options to purchase Shares. The Offer expired at 5:00 p.m. (Eastern time) on March 18, 2008. Capitalized terms used but not otherwise defined in this Transmittal and Election Form have the respective meanings ascribed thereto in the Offer and related circular (the “Circular”), which is available in Nova’s filings at www.sedar.com. Pursuant to the notice of compulsory acquisition dated May 14, 2008 (the “Notice of Compulsory Acquisition”), the Offeror exercised its rights under Section 188 of the Business Corporations Act (Ontario) (the “OBCA”) to acquire all of the Shares that the Offeror did not acquire under the Offer (the “Compulsory Acquisition”). Equity Transfer & Trust Company (the “Depositary”) or your broker or other financial advisor can assist you in completing this Transmittal and Election Form (see back page of this document for address and telephone number). A holder of Shares (a “Shareholder”) whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee should immediately contact such nominee in order to take the necessary steps to be able to deposit such Shares pursuant to the Compulsory Acquisition. DELIVERY OF THIS TRANSMITTAL AND ELECTION FORM TO AN ADDRESS OTHER THAN AS SET FORTH HEREIN WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. YOU MUST SIGN THIS TRANSMITTAL AND ELECTION FORM IN THE APPROPRIATE SPACE PROVIDED BELOW AND IF YOU ARE A U.S. SHAREHOLDER, YOU MUST ALSO COMPLETE THE SUBSTITUTE FORM W-9 INCLUDED HEREIN. SEE INSTRUCTION 8 OF THIS LETTER OF TRANSMITTAL, “IMPORTANT TAX INFORMATION FOR U.S. SHAREHOLDERS”. Please read carefully the Instructions set forth below before completing this Transmittal and Election Form. TO: AND TO: 2155300 ONTARIO INC. (the “Offeror”) EQUITY TRANSFER & TRUST COMPANY (the “Depositary”) The undersigned delivers to you the enclosed certificate(s) for Shares. The following are the details of the enclosed certificate(s): Share Certificate Number(s) (if available) Name(s) in which Shares are Registered (please print and fill in exactly as name(s) appear(s) on Share Certificate Number of Shares Represented by Share Certificate Number of Shares Deposited TOTAL (Please print or type. If space is insufficient, please attach a list to this Letter of Transmittal in the above form.) ELECTION OF CONSIDERATION OR DEMAND FOR PAYMENT Pursuant to Section 188 of the OBCA, the undersigned holder of Shares elects as follows in respect of the Shares referred to above and represented by the enclosed certificate(s): Shareholders may choose only ONE of the choices below: □ Choice A – the CASH ALTERNATIVE Shareholders who check this box will transfer his, her or its Shares to the Offeror for a purchase price of $0.50 cash per Share and otherwise on the same terms on which the Offeror acquired the Shares from holders of such Shares who accepted the Offer. OR □ Choice B – the COURT APPRAISAL ALTERNATIVE Shareholders who check this box elect to demand payment of the fair value of such Shares in accordance with Subsections 188(13) to (21) of the OBCA, and hereby notify the Offeror of such election.* *This or other written notice of an election to demand payment of the fair value of the Shares represented by the enclosed certificate(s) must be given to the Depositary at the address set out herein so as to be received by no later than 20 days after receipt of the Notice of Compulsory Acquisition, failing which the holder will be deemed to have elected to transfer his, her or its Shares to the Offeror on the basis of the CASH ALTERNATIVE. If this Transmittal and Election Form (or other written notice of demand, if applicable) is not properly completed and received by the Depositary within 20 days after receipt of the Notice of Compulsory Acquisition, or if you do not make an election in this box of this Transmittal and Election Form, you will be deemed to have elected to transfer your Shares to the Offeror on the basis of the CASH ALTERNATIVE. 2 The undersigned: (a) (b) acknowledges receipt of the Notice of Compulsory Acquisition dated May 14, 2008; represents and warrants that: (i) the undersigned owns the number of Shares represented by the certificate(s) described above and delivered herewith (the “Deposited Shares”); (ii) the undersigned has full power and authority to deposit, sell, assign and transfer the Deposited Shares and any rights and benefits arising from such Deposited Shares including, without limitation, any and all dividends, distributions, payments, securities, rights, property or other interests which may be declared, paid, issued, distributed, made or transferred on or in respect of the Deposited Shares or any of them on or after February 7, 2008 (collectively, “distributions”); (iii) the undersigned has not sold, assigned or transferred or agreed to sell, assign or transfer any of such Deposited Shares or any distributions to any other person; (iv) when the Deposited Shares and any distributions are taken up and paid for by the Offeror, the Offeror will acquire good title to the Deposited Shares free from all liens, restrictions, charges, encumbrances, claims and equities whatsoever; and (v) the deposit of the Deposited Shares and any distributions complies with applicable securities laws; represents and warrants that: (c) BOX (Check applicable boxes) c) A REPRESENTATION AND WARRANTY Some or all of my Share certificates have been lost, stolen or destroyed. (Please review Instruction 6 for the procedure to replace lost or destroyed certificates.) □ □ □ □ c) B The undersigned is a resident of Canada for the purposes of the Income Tax Act (Canada) (the “Tax Act”) and is the beneficial owner of all of the Shares listed above. (IF YOU CHECK THIS BOX YOU SHOULD ALSO CHECK AND FILL OUT THE INFORMATION REQUIRED IN BOX c) B-a OR c) B-b, AS APPROPRIATE. Please review Instruction 7 if you are not a Canadian resident for Canadian income tax purpose.) c) B-a I am an individual and the following is my CANADIAN SOCIAL INSURANCE NUMBER (Please print) c) B-b The undersigned is a corporation, partnership or sole proprietorship and the following is its CANADA BUSINESS NUMBER (Please print) c) C □ Attached is the Certificate of Compliance (Form T2064) issued by the CRA in the name of the undersigned matching the number of Shares listed above and deposited by the undersigned herewith. The undersigned is the beneficial owner of all of the Shares listed above. (To be filled out if you are unable to make the representation and warranty contained in Box c) B above and are providing herewith the applicable Certificate of Compliance to the Offeror in respect of its withholding tax obligations concerning the undersigned. Please review Instruction 7 if you are not a Canadian resident for Canadian income tax purposes.) c) D □ The undersigned is the beneficial owner of all of the Shares listed above and (a) is NOT a “U.S. Shareholder” or (b) has properly completed Substitute Form W-9 attached hereto. (Please review Instruction 8. IF YOU ARE A U.S. SHAREHOLDER YOU SHOULD ALSO CHECK AND FILL OUT THE INFORMATION REQUIRED IN BLOCK D AND IN SUBSTITUTE FORM W-9.) 3 (d) irrevocably assigns to the Offeror all of the right, title and interest of the undersigned in and to the Deposited Shares and any distributions, effective on and after the date that the Offeror takes up and pays for the Deposited Shares under the Compulsory Acquisition (the “Effective Date”); irrevocably constitutes and appoints any officer of the Offeror and each of them, and any other person designated by the Offeror in writing, as the true and lawful agent, attorney and attorney-in-fact and proxy of the undersigned with respect to the Deposited Shares taken up and paid for under the Compulsory Acquisition (the “Purchased Shares”) and with respect to any distributions, effective on and after the Effective Date, with full power of substitution, in the name of and on behalf of the undersigned (such power of attorney being deemed to be an irrevocable power coupled with an interest): (i) (ii) to register or record, transfer and enter the transfer of Purchased Shares and any distributions on the appropriate register of holders maintained by Nova; and except as otherwise may be agreed, to exercise any and all of the rights of the holder of the Purchased Shares and distributions, including, without limitation, to vote, execute and deliver any and all instruments of proxy, authorizations or consents in respect of any or all of the Purchased Shares and distributions, revoke any such instrument, authorization, or consent given prior to, on or after the Effective Date, designate in any such instruments of proxy any person or persons as the proxy or the proxy nominee or nominees of such Shareholder in respect of such Purchased Shares and distributions for all purposes including, without limitation, in connection with any meeting (whether annual, special or otherwise and any adjournments thereof) of Shareholders of Nova, and execute, endorse and negotiate, for and in the name of and on behalf of the registered holder of Purchased Shares and distributions, any and all cheques or other instruments respecting any distribution payable to or to the order of such holder in respect of such Purchased Shares and distributions; (e) (f) 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 undersigned at any time with respect to the Deposited Shares or any distributions. No subsequent authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, will be granted with respect to the Deposited Shares or any distributions by or on behalf of the undersigned, unless the Deposited Shares are not taken up and paid for under the Compulsory Acquisition; acknowledges that if it entered into the Lock-up Agreement, its obligations under such agreement remain in effect and must be complied with, notwithstanding the provisions of this Transmittal and Election Form that may be more permissive; agrees not to vote any of the Purchased Shares or distributions at any meeting (whether annual, special or otherwise and any adjournments thereof) of Shareholders of Nova and, except as may otherwise be agreed, not to exercise any and all of the other rights or privileges attached to the Purchased Shares or distributions; agrees to execute and deliver to the Offeror, provided it is not contrary to any applicable Laws, at any time and from time to time, as and when requested by, and at the expense of the Offeror, any and all instruments of proxy, authorizations or consents, in form and on terms satisfactory to the Offeror, in respect of the Purchased Shares or distributions. The undersigned agrees further to designate in any such instruments of proxy the person or persons specified by the Offeror as the proxy or proxy nominee or nominees in respect of such Purchased Shares or distributions and that upon such appointment, all prior proxies shall be revoked and no subsequent proxies may be given with respect thereto; covenants and agrees to execute, upon request, any additional documents, transfers and other assurances, as and when requested by, and at the expense of the Offeror, to complete the sale, assignment and transfer of the Purchased Shares and distributions to the Offeror and acknowledges that all authority therein conferred or agreed to be conferred shall survive the death or incapacity, bankruptcy or insolvency of the holder and all obligations of the holder therein shall be binding upon the heirs, personal representations, successors and assigns of the holder; instructs the Offeror and the Depositary, upon the Offeror taking up the Deposited Shares, and subject to any requirement under applicable Laws, including the Tax Act, to issue or cause to be issued a cheque representing the consideration payable pursuant to the Compulsory Acquisition to the undersigned for the Deposited Shares in the name indicated below and to send such cheque by first class mail, postage prepaid, or to hold same for pick- (g) (h) (i) (j) (k) 4 up, in accordance with the instructions given below. Should any Deposited Shares not be purchased, the deposited certificates and other relevant documents shall be returned in accordance with the instructions in the preceding sentence; (l) (m) acknowledges and agrees that under no circumstances will interest accrue or be paid by the Offeror or the Depositary on any Deposited Shares, regardless of any delay in making such payment; agrees that if Nova should declare or pay any cash dividend, stock dividend or make any other distribution on or issue any rights with respect to any of the Shares which is or are payable or distributable to the Shareholders of record on a record date which is prior to the date of transfer into the name of the Offeror or its nominees or transferees on the registers maintained by or on behalf of Nova of such Shares following acceptance thereof for purchase pursuant to the Compulsory Acquisition, then the whole of any such distribution or right will be received and held by the depositing Shareholder for the account of the Offeror and shall be promptly remitted and transferred by the undersigned to the Depositary for the account of the Offeror, accompanied by appropriate documentation of transfer. Pending such remittance, the Offeror will be entitled to all rights and privileges as the owner of any such distribution or right, and the Offeror may withhold the entire consideration payable by the Offeror pursuant to the Offer or deduct from the consideration payable by the Offeror pursuant to the Offer the amount or value thereof, as determined by the Offeror in its sole discretion; by virtue of the execution of this Transmittal and Election Form, shall be deemed to have agreed that all questions as to validity, form, eligibility (including timely receipt) and acceptance of any Deposited Shares will be determined by the Offeror in its sole discretion and that such determination shall be final and binding and that the Offeror reserves the absolute right to reject any and all deposits that it determines not to be in a proper form or which, in the opinion of its counsel, the Offeror is not legally permitted to accept under applicable Laws and that the Offeror reserves the absolute right to waive any defect or irregularity in the deposit of any Deposited Shares and acknowledges that there shall be no duty or obligation on the Offeror, 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 and that the Offeror’s interpretation of the terms and conditions of the Compulsory Acquisition, including the Transmittal and Election Form, shall be final and binding; 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 or 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; and hereby acknowledges that the deposit of Shares pursuant to this Transmittal and Election Form is irrevocable. (n) (m) (o) By reason of the use by the undersigned of an English language form of this Transmittal and Election Form, the undersigned shall be deemed to have required that any contract evidenced by the Compulsory Acquisition as accepted through this Transmittal and Election Form, as well as all documents relating thereto, be drawn up exclusively in the English language. En raison de l'usage de la version anglaise de la présente lettre d'acceptation et d'envoi par le soussigné, ce dernier et les destinataires sont réputés avoir demandé que tout contrat attesté par l'offre telle quelle est acceptée au moyen de cette lettre d'acceptation et d'envoi, de même que tous les documents qui s'y rapportent, soient rédigés exclusivement en langue anglaise. 5 YOU MUST: (I) (II) (III) COMPLETE BLOCK A; COMPLETE BLOCK B OR BLOCK C; AND COMPLETE BLOCK D BLOCK B SEND CHEQUE TO SAME ADDRESS AS CONTAINED IN BLOCK A (unless Block “C” is checked) BLOCK A ISSUE CHEQUE IN THE NAME OF: (please print) □ □ OR TO: (Name) (Name) (Street Address and Number) (City and Province or State) (Country and Postal (Zip) Code) (Telephone – Business Hours) (Tax Identification, Social Insurance or Social Security Number) E-mail Address (City and Province or State) (Country and Postal (Zip) Code) (Street Address and Number) BLOCK C □ □ □ HOLD CHEQUE FOR PICK-UP AT THE OFFICE OF THE DEPOSITARY BLOCK D - STATUS AS U.S. SHAREHOLDER (See Instruction 8) Indicate whether you are a U.S. Shareholder or are acting on behalf of a U.S. Shareholder. The person signing this Transmittal and Election Form represents that he is not a U.S. Shareholder and is not acting on behalf of a U.S. Shareholder. The person signing this Transmittal and Election Form represents that he is a U.S. Shareholder or is acting on behalf of a U.S. Shareholder. A “U.S. Shareholder” is any Shareholder that is either providing an address in Block A or B that is located within the United States or any territory or possession thereof, or that is a U.S. person for U.S. federal income tax purposes. To avoid U.S. backup withholding, if you are a U.S. Shareholder or acting on behalf of a U.S. Shareholder, you must furnish Substitute Form W-9. You can find more information in Instruction 8 “Important Tax Information For U.S. Shareholders”. 6 SHAREHOLDER SIGNATURE By signing below, the Shareholder expressly agrees to the terms and conditions set forth above. Signature guaranteed by (if required under Instruction 4): Dated: Authorized Signature of Guarantor Signature of Shareholder or Authorized Representative – See Instructions 2, 3 and 4 Name of Shareholder or Authorized Representative (please print or type) Daytime telephone number and facsimile of Shareholder or daytime telephone number and facsimile of Authorized Representative Tax Identification, Social Insurance or Social Security Number of Shareholder Name of Guarantor (please print or type) Address of Guarantor (please print or type) Additional signatures for joint Shareholders (if required): Dated: Signature of Shareholder or Authorized Representative – See Instructions 2, 3 and 4 Name of Shareholder or Authorized Representative (please print or type) Daytime telephone number and facsimile of Shareholder or daytime telephone number and facsimile of Authorized Representative Tax Identification, Social Insurance or Social Security Number of Shareholder 7 INSTRUCTIONS 1. Use of Transmittal and Election Form (a) This Transmittal and Election Form (or an originally signed facsimile copy thereof) together with accompanying certificates representing the Deposited Shares must be received by the Depositary at the office specified below within 20 days after receipt of the Notice of Compulsory Acquisition. In all cases, the method used to deliver this Transmittal and Election Form and any accompanying certificates representing Shares is at the option and risk of the Shareholder, and delivery will be deemed effective only when such documents are actually received. The Offeror recommends that the necessary documentation be hand delivered to the Depositary at the office specified below, and a receipt obtained; otherwise the use of registered mail with return receipt requested, properly insured, is recommended. Shareholders whose Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in depositing those Shares. Delivery to any office or transmission other than to the specified office or facsimile number of the Depositary does not constitute delivery for this purpose. Under certain circumstances, it may be necessary for a Shareholder to deliver certificate(s) representing Shares at different times. In those circumstances, Shareholders should deliver this Transmittal and Election Form or a facsimile copy hereof, properly completed and manually signed, with each delivery of certificates. (b) (c) 2. Signatures This Transmittal and Election Form must be filled in and signed by the Shareholder accepting the Compulsory Acquisition described above or by such Shareholder’s duly authorized representative (in accordance with Instruction 4). (a) If this Transmittal and Election Form is signed by the registered owner(s) of the accompanying certificate(s), such signature(s) on this Transmittal and Election Form must correspond with the names(s) as registered or as written on the face of such certificate(s) without any change whatsoever, and the certificate(s) need not be endorsed. If such deposited certificate(s) are owned of record by two or more joint owners, all such owners must sign this Transmittal and Election Form. If this Transmittal and Election Form is signed by a person other than the registered owner(s) of the accompanying certificate(s) or if a cheque is to be issued to a person other than the registered owner(s): (i) (ii) such deposited certificate(s) must be endorsed or be accompanied by an appropriate power of attorney duly and properly completed by the registered owner(s); and 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) and must be guaranteed as noted in Instruction 3 below. (b) 3. Guarantee of Signatures If this Transmittal and Election Form is executed by a person other than the registered owner(s) of the Deposited Shares (as shown on the register of shareholders maintained by the registrar and transfer agent for the Shares), if the cheque for the consideration payable for the Deposited Shares under the Compulsory Acquisition is to be issued to a person other than such registered owners, or if Deposited Shares deposited but not tendered are to be returned to a person other than such registered owner(s), such signature must be medallion guaranteed by an Eligible Institution. 4. Fiduciaries, Representatives and Authorizations If this Transmittal and Election Form is executed by a person on behalf of an executor, administrator, trustee, guardian, corporation, partnership or association or is executed by any other person acting in a representative capacity, this Transmittal and Election Form must be accompanied by satisfactory evidence of the authority to act. The Offeror or the Depositary, at their sole discretion, may require additional evidence of authority or additional documentation. 5. Miscellaneous 8 (a) If the space on this Transmittal and Election Form is insufficient to list all certificates for Deposited Shares, additional certificate numbers and number of Deposited Shares may be included on a separate signed list affixed to this Transmittal and Election Form. If Deposited Shares are registered in different forms (e.g. ‘John Doe’ and ‘J. Doe’) a separate Transmittal and Election Form should be signed for each different registration. No alternative, conditional or contingent deposits will be accepted and no fractional Shares will be purchased. The Compulsory Acquisition and any agreement resulting from depositing Shares pursuant to the Compulsory Acquisition will be construed in accordance with and governed by the laws of the Province of Ontario and the laws of Canada applicable therein. No brokerage fees or commissions will be payable if Shares are deposited directly with the Depositary pursuant to the Compulsory Acquisition. Questions and requests for assistance may be directed to the Depositary. Additional copies of the Notice of Compulsory Acquisition and the Transmittal and Election Form may be obtained from the Depositary. (b) (c) (d) (e) (f) 6. Lost Certificates If a share certificate has been lost or destroyed, this Transmittal and Election Form should be completed as fully as possible and forwarded together with a letter describing the loss to the Depositary. The Depositary will respond with replacement requirements, which must be properly completed and submitted in good order to the Depositary on or prior to the Effective Date. 7. Non-residents of Canada for Purposes of the Tax Act The disposition of Shares pursuant to the Compulsory Acquisition will be a taxable disposition of such securities for Canadian federal income tax purposes whether the holder is a Canadian resident or not. It is important to note that even where no Canadian tax will be payable if the disposition of Shares gives rise to a capital loss or because any capital gain which arises is not subject to Canadian taxation due to the application of a relevant tax treaty, Shareholders who are non-residents of Canada for purposes of the Tax Act will be required to give notice of any disposition of Shares and obtain a Certificate of Compliance (commonly known as a “withholding tax certificate”) from the CRA, failing which the Offeror will be required to withhold 25% of the cash consideration such Shareholders would otherwise be entitled to. If any Shareholder has not given the representation and warranty above with respect to the Shareholder’s residency, or such representation and warranty discloses that the Shareholder is a non-resident of Canada, then the Offeror shall withhold twenty-five percent (25%) of the cash consideration to be given to such Shareholder, unless either (i) a certificate is provided to the Offeror by the Shareholder on or before the Effective Date, which certificate has been issued pursuant to section 116(4) of the Tax Act, in which case the Offeror shall withhold twenty-five percent (25%) of the consideration to be given to such holder in excess of the certificate limit of such certificate, or (ii) a letter, certificate or other documentary evidence is provided to the Offeror by the Shareholder and the Offeror is satisfied, acting reasonably, that such letter, certificate or other documentary evidence confirms that the Shareholder is not a non-resident of Canada. The Circular contains a detailed summary of the principal Canadian federal income tax considerations in respect of the Offer and this Compulsory Acquisition for residents and non-residents of Canada, and the above comments are qualified in their entirety by reference to such summary. See “Certain Canadian Federal Income Tax Considerations – Non-Residents” in the Circular. Shareholders are advised to consult their own legal and tax advisors to determine the particular tax consequences to them of the Compulsory Acquisition and for any assistance in obtaining a Certificate of Compliance in a timely fashion. 8. Important Tax Information For U.S. Shareholders Internal Revenue Service Circular 230 Notice: To ensure compliance with Internal Revenue Service Circular 230, Shareholders are hereby notified that: (i) any discussion of U.S. federal tax issues contained or referred to in this Transmittal and Election Form or in any document referred to herein is not intended or written to be used, and cannot be used by Shareholders for the purpose of avoiding 9 penalties that may be imposed on them under the U.S. Internal Revenue Code; (ii) such discussion is written for use in connection with the promotion or marketing of the transactions or matters addressed herein; and (iii) Shareholders should seek advice based on their particular circumstances from an independent tax advisor. 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 Shares tendered, you are required, if you are a U.S. person (as defined below), to notify the Depositary of your current U.S. taxpayer identification number, or TIN (or the TIN of the person on whose behalf you are acting), by completing the Substitute Form W-9 as described more fully below. 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 excess amount withheld generally will be refundable to the Shareholder if the U.S. Shareholder properly files a U.S. federal income tax return. Each U.S. Shareholder is urged to consult his or her own tax advisor to determine whether such holder is required to furnish a Substitute Form W-9 or is exempt from backup withholding and information reporting. You are a U.S. person if you are, for U.S. federal income tax purposes, a citizen or a resident of the United States (including a U.S. resident alien), a partnership, corporation, company, or association created or organized under the laws of the United States or any political subdivision thereof or therein, an estate whose income is subject to U.S. federal income tax regardless of its source, or a trust if (i) 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 (ii) the trust was in existence on August 20, 1996 and has properly elected under applicable treasury regulations to be treated as a U.S. person. Each tendering U.S. person is required to provide the Depositary with a correct TIN and with certain other information on a Substitute Form W-9, which is attached below, and to certify that the TIN provided is correct (or that such U.S. person is awaiting a TIN) and that (i) the U.S. person has not been notified by the Internal Revenue Service that the U.S. person is subject to backup withholding as a result of a failure to report all interest or dividends or (ii) the Internal Revenue Service has notified the U.S. person that the U.S. person is no longer subject to backup withholding. The TIN is generally the U.S. person’s U.S. Social Security number or the U.S. federal employer identification number. The U.S. person is required to furnish the TIN of the registered owner of the Shares. The enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” explain the proper certification to use if the Shares are registered in more than one name or are not registered in the name of the actual owner. The U.S. Shareholder may write “Applied For” on the Substitute Form W-9 if the tendering U.S. person has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the U.S. Shareholder writes “Applied For” on the TIN line of the Substitute Form W-9 and the Depositary is not provided with a TIN by the time of payment, the Depositary will backup withhold a portion of such payments. Certain U.S. persons are not subject to these backup withholding and reporting requirements. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional instructions. Failure to provide the required information on the Substitute Form W-9 may subject the tendering U.S. person to a US$50 penalty imposed by the Internal Revenue Service and backup withholding of a portion of any payment. More serious penalties may be imposed for providing false information which, if willfully done, may result in fines and/or imprisonment. 9. Assistance The Depositary (see back cover for its address and telephone number) or your broker or other financial advisor can assist you in completing this Transmittal and Election Form. THIS TRANSMITTAL AND ELECTION FORM OR A MANUALLY EXECUTED FACSIMILE (TOGETHER WITH CERTIFICATES FOR DEPOSITED SECURITIES AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE DEPOSITARY WITHIN 20 DAYS OF RECEIPT OF THE NOTICE OF COMPULSORY ACQUISITION. 10 IF YOU ARE A U.S. SHAREHOLDER, PLEASE COMPLETE THE SUBSTITUTE FORM W-9 BELOW TO PROVIDE YOUR TAX IDENTIFICATION NUMBER AND A CERTIFICATION AS TO YOUR EXEMPTION FROM BACK-UP WITHHOLDING (See “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” below) To be completed by tendering Shareholders (or other payees) Part I – TIN – For all accounts enter your TIN on the appropriate line at right and certify by signing and dating below. Social Security Number OR SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service Payor’s Request for Taxpayer Identification Number (TIN) And Certification Employer Identification Number (if awaiting TIN, write “Applied For”) Part II – For Payees exempt from backup withholding, see the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9, check the Exempt box below, and complete the Substitute Form W-9. Exempt □ Name: Business Name: Please check appropriate box: □ City: Individual/Sole Proprietor □ Corporation □ Partnership □ Other Address: State: Zip code: Part III – Certification – Under penalties of perjury, I certify that: (1) (2) The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me); and I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and I am a U.S. person (including a U.S. resident alien). (3) Certification Instructions — You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also see instructions in the enclosed Guidelines). Signature:___________________________________________ Date: __________________________________________ 11 U.S. SHAREHOLDERS MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE “APPLIED FOR” IN PART I OF THIS SUBSTITUTE FORM W-9 CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a TIN has not been issued to me, and either (a) I have mailed or delivered an application to receive a TIN to the appropriate IRS Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that, notwithstanding the information I provided in Part III of the Substitute Form W-9 (and the fact that I have completed this Certificate of Awaiting TIN), all payments made to me before I provide a properly certified TIN will be subject to the applicable percentage of backup withholding tax. Signature: ______________________________________ Date: ______________________________________ Note: Failure to complete and return this Substitute Form W-9 may subject you to applicable U.S. federal income tax. Please review the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional details. 12 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 SPECIFIC INSTRUCTIONS Guidelines for Determining the Proper Identification Number to Give the Payor. Social Security numbers have nine digits separated by two hyphens: i.e., 000-000-000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. For this type of account: 1. Individual 2. Two or more individuals (joint account) 3. Custodian account of a minor (Uniform Gift to Minors Act) 4. a) The usual revocable savings trust (grantor is also trustee) 4. b) So-called trust account that is not a legal or valid trust under state law 5. Sole proprietorship or single-owner LLC For This Type of Account: 6. A valid trust, estate, or pension trust Give the NAME and SOCIAL SECURITY or EMPLOYER IDENTIFICATION number of: The individual The actual owner of the account or, if combined funds, the first individual on the account(1) The minor(2) The grantor-trustee(1) The actual owner(1) The owner(3) Give the NAME and EMPLOYER IDENTIFICATION number of: The legal entity(4) 7. Corporate or LLC electing corporate status on Form 8832 The corporation 8. Association, club, religious, charitable, educational or other tax-exempt organization 9. Partnership or multi-member LLC 10. A broker or registered nominee 11. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments The organization The partnership The broker or nominee The public entity (1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished. (2) Circle the minor’s name and furnish the minor’s SSN. (3) Show the name of the individual owner. Use either SSN or EIN. (4) List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.) NOTE: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Part I — Taxpayer Identification Number (TIN) Enter your TIN on the appropriate line. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it on the social security number line. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your 13 SSN. If you are an LLC that is disregarded as an entity separate from its owner (see Limited liability company (LLC) above), and are owned by an individual, enter your SSN (or EIN, if you have one). If the owner of a disregarded LLC is a corporation, partnership, etc., enter the owner’s EIN. Note: See the chart on the next page for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form on-line at www.ssa.gov/online/ss-5.pdf. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN or Form SS-4, Application for Employer Identification Number, to apply for an FIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer ID numbers under Related Topics. You may get Forms W-7 and SS-4 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS’s Internet Web Site at www.irs.gov. If you do not have a TIN, write “Applied For” in the space for the TIN, check the “Awaiting TIN” box in Part 2, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on 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 you provide your TIN to the requester. Note: Writing “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon. Exempt from Backup Withholding. If you are exempt, enter your name as described above and check the appropriate box for your status, then check the “Exempt” box in Part II of the Form, sign and date the form. Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. Note: If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding. Exempt payees. Backup withholding is not required on any payments made to the following payees: (1) An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 40l(f)(2). (2) The United States or any of its agencies or instrumentalities. (3) A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities. (4) A foreign government or any of its political subdivisions, agencies, or instrumentalities. (5) An international organization or any of its agencies or instrumentalities. Other payees that may be exempt from backup withholding include: (6) A corporation. (7) A foreign central bank of issue. (8) A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States. (9) A futures commission merchant registered with the Commodity Futures Trading Commission. (10) A real estate investment trust. (11) An entity registered at all times during the tax year under the Investment Company Act of 1940. (12) A common trust fund operated by a bank under section 5 84(a). (13) A financial institution. (14) A middleman known in the investment community as a nominee or custodian. 14 (15) A trust exempt from tax under section 664 or described in section 4947. Part II - Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, and 5 below indicate otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). Complete the certification as provided in 1 through 4 below. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If 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 certification before signing the form. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a non-employee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). Privacy Act Notice. Section 6109 of the Internal Revenue Code requires you to give your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce Federal non-tax criminal laws and to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold applicable rates of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply. Penalties. Failure to furnish TIN – If you fail to furnish your correct TIN to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding – If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal Penalty for Falsifying Information – Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs – If the payer discloses or uses TINs in violation of federal law, the payer may be subject to civil and criminal penalties. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX ADVISOR OR THE INTERNAL REVENUE SERVICE 15 THE DEPOSITARY FOR THE OFFER IS: Equity Transfer & Trust Company The office of the Depositary is: By Registered Mail, Hand or Courier 200 University Avenue, Suite 400 Toronto, Ontario M5H 4H1 Tel (416) 361-0152 Fax (416) 361-0470 Inquiries Toll Free: 1-866-393-4891 E-mail: info@equitytransfer.com 16