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SPINCO Q&A

Q1. Is there a minimum amount of TGOD common shares required to qualify for the SpinCo?

There is no minimum amount. As the distribution is being conducted by way of plan of arrangement, all shareholders, regardless of share position, will be treated equally and are entitled to SpinCo Unit Warrants on the basis of 0.15 SpinCo Unit Warrants for each TGOD share held. No fractional SpinCo Unit Warrants will be issued, with fractional SpinCo Unit Warrant entitlement rounded down to the nearest whole number.

Q2. I am a US investor, how can I participate? 

The SpinCo Unit Warrants will not be registered under the laws of the United States Securities Act of 1933. Consequently, no SpinCo Unit Warrants will be delivered to any registered or beneficial holder of TGOD shares who is, or who appears to TGOD or Computershare Trust Company of Canada, as custodian, an individual or entity that qualifies as a U.S. Person under applicable U.S. securities laws. Such SpinCo Unit Warrants will be delivered by TGOD to the Custodian for sale by the Custodian on behalf of all U.S. Shareholders and U.S. Shareholders will receive from the Custodian their pro rata share of the cash proceeds from the sale of such SpinCo Unit Warrants, less any commissions, expenses and any applicable withholding taxes. For more information please contact TGOD Investor Relations at 905-304-4201 or info@tgod.ca.

 Q3. My TGOD common shares are held in a TFSA/ RRSP, can the SpinCo investment be placed there?

The SpinCo Unit Warrants may not be “qualified investments” under the Income Tax Act for RRSPs, TFSAs or other registered plans as at the time of issuance, and the Distribution could therefore subject the relevant plan and/or its annuitant or holder to penalties and adverse tax results.  These tax results are not addressed in any detail in the management information circular of TGOD dated November 5, 2018, and no representation is made in this regard. TGOD shareholders who hold TGOD shares within an RRSP, TFSA or other registered plan should consult with their own tax advisors promptly in this regard and with respect to all relevant treatment under the Tax Act before choosing to elect to receive SpinCo Unit Warrants in accordance with the election process referenced below.

 Q4. What is a Distribution Record Date?

This is the date that TGOD uses to determine how many TGOD common shares you hold for the purpose of determining entitlement to receive SpinCo Unit Warrants under the plan of arrangement. 

 Q5. When is the Distribution Record Date?

January 31, 2019

We understand from Computershare that acquisitions of TGOD shares need to be settled by CDS by 4pm (EST) on the second business day prior to the distribution record date. As such, based on a January 31, 2019 distribution record date, trades need to be settled by CDS by no later than January 28, 2019.

 Q6. I am not currently a TGOD common shareholder, how can I participate? 

You will need to own TGOD common shares by the Distribution Record Date in order to be eligible to participate. 

We understand from Computershare that acquisitions of TGOD shares need to be settled by CDS by 4pm (EST) on the second business day prior to the distribution record date. As such, based on a January 31, 2019 distribution record date, trades need to be settled by CDS by no later than January 28, 2019.

 Q7. Am I required to participate? 

Elections forms will be mailed by Computershare to registered TGOD shareholders as soon as possible following the Distribution Record Date. Beneficial shareholders (i.e. shareholders who hold common shares through a broker or other intermediary) should contact their broker or intermediary in respect of the election process. Every intermediary has its own procedures and provides its own instructions to clients.  Shareholders should carefully follow the instructions of their broker or intermediary in order to ensure that an election is made in respect of their common shares.

 Q8. What do I need to do in order to participate? 

In order to participate, registered shareholders will need to follow the election form and instructions provided via mail from our transfer agent, Computershare and beneficial shareholders will need to contact their brokers or other intermediaries with respect to the election process. There are two steps to the process, first is by opting in by returning the election form or, in the case of beneficial shareholders, the election process through such shareholder’s broker or intermediary, and the second will be exercising the Warrants and providing funds during the exercise period. The exercise period will be a 30-day term once the election period is complete. Notice of the commencement of the election process and election deadline will be given to the shareholder through one or more press releases.

Q9. How can I purchase more SpinCo Warrants? 

The only way to increase your SpinCo Warrant allocation is by increasing your TGOD common share position by the Distribution Record Date.

We understand from Computershare that acquisitions of TGOD shares need to be settled by CDS by 4pm (EST) on the second business day prior to the distribution record date. As such, based on a January 31, 2019 distribution record date, trades need to be settled by CDS by no later than January 28, 2019.

Q10. What is the deadline for opting in to receive SpinCo Unit Warrants?

The deadline is referred to as the "Election Deadline" in the press release, and is set as February 22, 2019.

Q 11. How can I receive more SpinCo Warrant information and updates?  

Please make sure to join our mailing list by providing the following information here.

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