Venture Series

May 31, 2021 – Working Opportunity Fund Announces Closing of Transaction

May 19, 2021 – Pender Growth Fund and Working Opportunity Fund Announce Shareholder Voting Results on the Potential Acquisition of the Working Opportunity Fund

May 12, 2021 – Working Opportunity Fund Updates Ahead of May 18, 2021 AGM

April 29, 2021 – Working Opportunity Fund Announces an Information Call Ahead of May 18 Shareholder Meeting

April 7, 2021 – Working Opportunity Fund Enters into Definitive Agreement and Announces Shareholder Meeting Date

December 21, 2020 – Working Opportunity Fund Announces Letter of Intent

December 18, 2020 – Working Opportunity Fund Provides Update on Commercialization Series and Update on Scheduling of Annual General Meeting

Here are the Presentation Materials from the Information Session held on May 5, 2021.

What are the options for WOF Venture Shareholders?

• Receive Cash (default option)
• Elect to continue to hold your WOF shares

For further information see “Reasons for the Arrangement – WOF Venture Series” and “Risk Factors” in the Information Circular.

Why is WOF proposing the Transaction and what are the benefits to WOF Venture Shareholders?

Your Board of Directors has been working very hard on your behalf during the past number of years considering a number of strategic alternatives with two key objectives: seeking cost reductions and enhancing liquidity options for WOF Venture Shareholders. The Board believes the Transaction is the best option for shareholders at this time and provides the following benefits:

Immediately prior to the completion of the Transaction, each series of WOF Venture Shares will distribute all available cash to shareholders, less a reserve to cover remaining commitments attributable to that series.

For further information see “Reasons for the Arrangement”, “Risk Factors” and “Certain Canadian Tax Considerations Regarding the Transaction” in the Information Circular.

How do I cash out my WOF Venture Shares and how does the additional cash payment work?

WOF Venture Shareholders will receive cash, at a discount to NAV, by default, and potential additional cash payments.

Under the Transaction, unless you elect otherwise, you will sell your WOF Venture Shares for a cash payment equal to 43.5% of the NAV per WOF Venture Share as at April 5, 2021 subject to a +/– 5% adjustment based upon the per share NAV of the WOF Venture Shares portfolio as at the end of the business day immediately prior to the effective date.

You will receive 50% when the Transaction completes and 50% six months later.

You also will have a right to an additional cash payment from PTF based if there is divestment activity in the WOF Venture Shares portfolio before May 18, 2022.

The amount of this potential additional cash payment is based on a percentage share of net realized gains from what WOF valued the WOF Venture Shares portfolio investments at completion of the Transaction and depends on how soon after the Meeting the divestment occurs:

• if a divestment completes on or before November 18, 2021, you will receive your pro rata portion of 60% of the net realized gain
• if a divestment completes on or before February 18, 2022, you will receive your pro rata portion of 45% of the net realized gain
• if a divestment completes on or before May 18, 2022, you will receive your pro rata portion of 20% of the net realized gain, subject certain conditions.

For example: If the net realized gain on a divestment is $0.50 per share, your pro rata portion of 60% would be an additional cash payment of $0.30 per share.

For further information see “Reasons for the Arrangement – WOF Venture Series”, “Administrative Costs and Withholding Amounts”, “Additional Exit Venture Cash Payment” and “Risk Factors” in the Information Circular.

How do I get my cash after its paid into my account?

The cash payments will be paid into the same account where you hold your shares.

If you hold your WOF Venture Shares in a RRSP held with WOF (and not with your dealer), you must take steps to transfer that cash out to another RRSP account or your account will ultimately be deregistered. If deregistered, your cash will be subject to withholding tax and income tax.

For further information see “Shareholder Account Matters”, “Risk Factors” and “Certain Canadian Tax Considerations Regarding the Transaction” in the Information Circular and the “Important Notes for Venture Series” insert in the meeting materials.

If I choose to keep my WOF Venture Shares invested, what are the potential benefits and risks going forward?

As a continuing shareholder, you:

• will receive your pro rata share of 95% of the net divestment proceeds
• will be able to request annual redemption of your WOF Legacy Shares at an amount equal to 40% of NAV per share at the time, the amount available to fund these redemptions will be limited to 5% of the net divestment proceeds
• may have your shares redeemed without you requesting redemption at a price equal to 50% of NAV per share after 5 years or earlier if certain conditions are met.

Under an amended and restated management agreement, a 2.5% of NAV “all-in” management fee will be accrued and paid to the Manager only when there are proceeds available upon a divestment from the portfolio.

Realized value and timing of future divestments from the WOF Venture Shares portfolio are uncertain. These are the same risks that existed when you decided to purchase your WOF Venture Shares.

In addition, there may not be liquidity to process future redemption requests which will be at a discount to NAV. Also, your shares may be subject to forced redemptions at a discount to NAV in the future.

If you would like to continue to hold your shares you must make an election to do so and ensure that your account is eligible to continue to hold the shares.

For further information see “Reasons for the Arrangement – WOF Venture Series”, “Interests of Certain Persons in the Arrangement”, “WOF Going Forward – Description of Shares”, “WOF Going Forward – Amended and Restated Management Agreement”, “Risk Factors” in the Information Circular.

If I want to elect to keep my WOF Ventures Shares, how do I make my Election?

Please complete the Election Notice included with you proxy if you elect to not receive cash and instead continue to hold your WOF Venture Shares and continue to participate in the performance of the portfolio.

You may submit the Election Notice electronically or by mail or fax by following the instructions included with your proxy.

Is this deal fair from a financial point of view for WOF Venture Shareholders?

Yes. The Special Committee engaged an independent, qualified firm that has provided the Fairness Opinion that the Transaction is fair, from a financial point of view, to the WOF Venture Shareholders. In reaching its recommendation regarding approval of the Transaction, the Special Committee received and considered the Fairness Opinion.

The full text of the Fairness Opinion, setting out the assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the Fairness Opinion, is attached as Schedule “C” to this Circular. WOF Shareholders are encouraged to read the Fairness Opinion carefully in its entirety.

For further information see “Reasons for the Arrangement”, “Fairness Opinion” and “Recommendation of the Board” in the Information Circular.

Who is the Acquiror?

Pender Growth Fund (“PTF”) is the acquiror. PTF is also managed by our manager. 

Given this actual and perceived conflict, the Special Committee engaged an independent qualified firm that has provided the fairness opinion described above.

For further information see “Fairness Opinion” and “Interest of Certain Persons in the Arrangement – The Manager” in the Information Circular.

If I elect to continue to hold my WOF Venture Shares, what type of account do I need to have?

Following closing of the Transaction, WOF will cease to be an investment fund for reporting purposes. If you elect to continue to hold WOF Venture Shares your holdings will then be considered “company” shares. In order to hold “company” shares you need an eligible account. An eligible account, besides mutual funds, bonds, etc., can hold other securities such as “company” shares.

If you elect to continue to hold WOF Venture Shares, and do not transfer them to an eligible account within the required time period you will receive Cash Consideration under the Transaction and your WOF Venture Shares will be acquired.

If you hold your shares in a RRSP held with WOF, you must take steps to transfer that cash out to another RRSP account or your account will ultimately be deregistered. If deregistered, you cash will be subject to withholding tax and income tax.

Note: You will be provided at least six months’ time to transfer your shares to an eligible account.

How do I confirm if my account is eligible to continue to hold WOF Venture Shares?

Please check with you dealer to confirm if you have eligible account. If you are not sure which dealer you hold your shares at please contact WOF at 1-888-787-9561 or workingopportunityfund@prometa.ca for assistance.

Supplemental Q&A

How can investors be assured the Transaction is fair for Venture Series shareholders?

The Fund engaged an independent, qualified firm that has provided the Fairness Opinion that the Transaction is fair, from a financial point of view, to the WOF Venture Shareholders. The full text of the Fairness Opinion, setting out the assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the Fairness Opinion, is attached as Schedule “C” to the Management Information Circular. WOF Shareholders are encouraged to read the Fairness Opinion carefully in its entirety.

Under the arrangement agreement the Fund engaged a financial advisor to perform a limited review of NAV and NAV per share that confirmed each NAV per Share calculated by the Manager was reasonable as of the day prior to signing the arrangement agreement.  This NAV confirmation will also be obtained as of the day prior to the Effective Date. As part of this review, the financial advisor reviewed the valuation of the Fund’s investments.  The Fund also negotiated the potential for an additional cash payment for those WOF Venture Series shareholders who are bought out if there is divestment activity for up to one year following the AGM. While there is no assurance that there will be any additional cash payments –  if there is, this will decrease the discount to NAV on the purchase price.

The Transaction provides choice for Venture Series shareholders.  If the Transaction is approved, by default you will receive the cash purchase price.  There is also the potential for additional cash payments if there any divestment activity that occurs within one year following the AGM although there is no assurance that there will be any divestment activity at current carrying values or otherwise. Alternatively, WOF Venture Shareholders have the opportunity to continue to participate in the performance of the portfolio by completing the election form that is attached to the proxy form.

This choice means that the Fund does not have to impose a “one size fits all” on the approximately 16,800 WOF Venture Shareholders.

The Board and the Special Committee considered a number of factors during their deliberations including the Fairness Opinion, the NAV confirmation, the steps taken to mitigate the conflict of the Manager, the views of the Manager of limited potential liquidity events for the portfolio in the next 12 months, and the risks of proceeding and not proceeding with the Transaction. At this time, the Board believes that the Transaction is in the best interests of each of the WOF Venture Series for the reasons set out in the Circular.

What steps were taken to address the conflict of the manager?

The Manager is the manager of WOF and of PTF, the acquiror under the Transaction, which gives rise to conflicts.

A number of  years ago, the Board formed a special committee of the  to review strategic options for the Fund. This committee is independent of the Manager.

The unanimous recommendation by the Board with respect to the Transaction is the result of a thorough process conducted by the Special Committee and the Board in consultation with independent legal advisors and financial advisors that included careful consideration of various factors including other strategic options and the actual and perceived conflict of the Manager.  Key steps to address the conflict  include:

• Engaging an independent, qualified firm that has provided the Fairness Opinion that the Transaction is fair, from a financial point of view, to WOF Shareholders.
• Obtaining a NAV confirmation from a financial advisor independent from the Manager, prior the execution of the definitive agreement and also obtaining a NAV confirmation prior the Effective Date of the Transaction. The NAV confirmation includes a limited review of the valuations of the Fund’s investments and that the NAV per shares calculated by the Manager are reasonable.
• Negotiating terms under the Transaction. In addition to providing a choice for Venture Series shareholders (cash consideration or taking steps to elect to continue to participate in the performance of the portfolio), the arrangement agreement also includes an express acknowledgement of the powers and duties of the Manager as the manager of WOF and of the relationship among PTF and the Manager such that WOF is not at risk of having PTF not completing the Transaction because of an action the Manager takes or does not take unless the WOF Board specifically directed the Manager’s action;
• negotiating the terms of the cash consideration including the additional cash payments so that exiting shareholders get “credit” for any activity in the portfolio now. Alternatively, shareholders have the option to continue to hold their WOF Venture Shares and participate in the performance of the portfolio going forward.

How do we know the current value is accurate considering the Fund and the acquiror have the same manager?

The Fund’s valuation rules are set out in its EVCC Plan and reflect the International Private Equity and Venture Capital Valuation (IPEV) Guidelines adopted by the Canadian Venture Capital & Private Equity Association.

Under the arrangement agreement the Fund engaged a financial advisor to perform a limited review of NAV and NAV per share that confirmed each NAV per Share calculated by the Manager was reasonable as of the day prior to signing the arrangement agreement.  This NAV confirmation will also be obtained as of the day prior to the Effective Date. As part of this limited review, the financial advisor reviewed the valuation of the Fund’s investments. 

Could the larger holdings be sold now at a better price than this offer?

WOF Venture Series holds minority equity positions in private technology companies that are not listed on an exchange and not readily saleable.

A number of factors determine the pricing of a sale of private portfolio holding, including but not limited to, the business performance of the company, the growth of the industry in which it operates, the general conditions of the financial markets, the time to exit of the entire company, and the financial structure and ownership position of the selling shareholder. Because of all of these considerations resulting in a lack of liquidity, secondary sales of minority equity positions in private technology companies are often at a discount. These factors can be compounded for pricing the sale of an entire portfolio.

It’s important to note, any number of the WOF portfolio companies may be engaged in transaction discussions at any given time; however, there is no assurance that any expressions of interest will ultimately result in the sale of a portfolio company. The Fund negotiated the potential for additional cash payments for those WOF Venture Shareholders who are bought out if there is divestment activity for up to one year following the AGM. If these payments occur this will effectively decrease the discount to NAV and gives exiting shareholders “credit” for any activity in the portfolio now.

Alternatively, shareholders have the option to continue to hold their WOF Venture Shares and participate in the performance of the portfolio.

The Transaction provides choice for Venture Series shareholders.  If the Transaction is approved, by default you will receive the cash purchase price.  There is also the potential for additional cash payments if there any divestment activity that occurs within one year following the AGM although there is no assurance that there will be any divestment activity at current carrying values or otherwise. Alternatively, WOF Venture Shareholders have the opportunity to continue to participate in the performance of the portfolio by completing the election form that is attached to the proxy form.

This choice means that the Fund does not have to impose a “one size fits all” on the approximately 16,800 WOF Venture Shareholders.

Why is the Transaction at a discount and how was the 43.5% determined?

WOF Venture Series holds minority equity positions in private technology companies that are not listed on an exchange and not readily saleable resulting in holdings that are illiquid and therefore discounted.

The level of discount and other terms of the transactions, such as the potential for additional cash payments, were negotiated and result of a thorough process conducted by the Special Committee and the Fund’s Board in consultation with its independent legal advisors and financial advisors. The discount under the Transaction reflects the sale of the whole portfolio, which comprised of companies which may warrant a higher or lower discount on an individual basis.

As noted in the fairness opinion attached as Schedule C to the Circular,  in considering the fairness of the Transaction, from a financial point of view, the fairness opinion provider also considered the range of discounts to NAV specified in the Transaction as compared to the reference ranges implied by prices paid or offered in selected precedent transactions considered relevant. The fairness opinion provider also considered secondary market transactions and other data. It is important to note that no company or transaction reviewed is identical to WOF or any of its material assets.

The analysis of the results of such a comparison necessarily involves complex considerations and judgements concerning the differences between WOF, its material assets, and the companies and transactions to which they are being compared as well as other factors that could affect transaction values and discounts to NAV.

The Transaction provides choice for Venture Series shareholders.  If the Transaction is approved, by default you will receive the cash purchase price.  There is also the potential for additional cash payments if there any divestment activity that occurs within one year following the AGM although there is no assurance that there will be any divestment activity at current carrying values or otherwise. Alternatively, WOF Venture Shareholders have the opportunity to continue to participate in the performance of the portfolio by completing the election form that is attached to the proxy form.

This choice means that the Fund does not have to impose a “one size fits all” on the approximately 16,800 WOF Venture Shareholders.

WOF Shareholders are encouraged to read the Fairness Opinion carefully in its entirety as it sets outs the assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the fairness opinion.

Can you please clarify future redemption options for those who take the steps to elect to continue to hold their Venture Series shares?

For those continuing to hold shares: There is potential future liquidity in three ways:

• Receiving your share of 95% of the net divestment proceeds by way of pro rata redemption of shares
• Ability to request annual redemption of your WOF Legacy Shares at an amount equal to 40% of NAV per share at the time, the amount available to fund these redemptions is limited to 5% of the net divestment proceeds
• Automatic redemption of your shares without you requesting redemption at a price equal to 50% of NAV per share after 5 years or earlier if certain conditions are met

What costs have been borne by the shareholders to facilitate this transaction?

WOF and PTF will generally pay their own costs in connection with the Transaction, including legal and other advisory costs, subject to certain expenses and amounts that PTF has agreed to reimburse WOF for. In this regard, WOF negotiated with PTF to reimburse WOF for $75,000 of fees and expenses incurred in connection with the Transaction.

If I elect to continue to hold my Venture Series shares, how  is ongoing working capital challenges eliminated?

After the Transaction, under an amended and restated management agreement, a 2.5% of NAV “all-in” management fee will be accrued and paid to the Manager only when there are proceeds available upon a divestment from the portfolio. This alleviates the continuous pressure of working capital challenges the Venture Series  has experienced for the past number of years.

Why is there a declining percentage for additional cash payments as time goes by?

The additional cash payment was negotiated to provide the benefit to selling shareholders from potential exit activity occurring now which if realized, could take some time to be realized. As time goes on, future sales of the portfolio companies are less attributable to potential activity occurring now and therefore the percentage of proceeds of potential net realized gains declines.

The amount of this potential additional cash payment is based on a percentage share of net realized gains from what WOF valued the WOF Venture Shares portfolio investments at completion of the Transaction and depends on how soon after the Meeting the divestment occurs:

• if a divestment completes on or before November 18, 2021, you will receive your pro rata portion of 60% of the net realized gain
• if a divestment completes on or before February 18, 2022, you will receive your pro rata portion of 45% of the net realized gain
• if a divestment completes on or before May 18, 2022, you will receive your pro rata portion of 20% of the net realized gain, subject certain conditions.

Can we have more information on the underlying portfolio companies?

The portfolio consists of private technology companies which are listed in the Fund’s financial statements and management reports of fund performance.

The Fund is under confidentiality requirements to not disclose this information. Furthermore, as private companies the portfolio companies are not required to publicly disclose information. The financial statements of these companies may contain confidential and strategic information about their businesses, which could cause significant harm if it was available to their competitors or any potential acquirers.

Each of these companies maintain websites with general publicly available information about their businesses.

What if I haven’t received a proxy or shredded it and would now like to vote my shares or submit an Election Notice?

A package of materials, which included your proxy, was mailed by Computershare on April 26, 2021. Shareholders who have not received a package or require assistance in voting their proxy and/or in making an election to continue to hold Venture Series shares, can call the Computershare enquiry line (1-800-564-6253). After answering some security questions you will be provided a control pin number that you can use to submit your proxy online at www.investorvote.com

How long do I have to transfer my cash out of my account before it is deregistered?

If you hold your WOF Venture Shares in a RRSP held with WOF (and not with your dealer), you must take steps to transfer that cash out to another RRSP account or your account will ultimately be deregistered. If deregistered, your cash will be subject to withholding tax and income tax.

Shareholders will be given at least 60 days’ notice of the resignation of Concentra Trust, the RRSP trust agent, and such resignation will not take effect until the final cash payment has been paid to you. The cash payments will be paid into the same account where you hold your shares.

The deregistration of your cash will only happen after the last payment has been paid to you.

Can we have more information on the acquiror?

Pender Growth Fund (“PTF”) is the acquirer and is also managed by the Fund’s manager.

PTF is an investment company that trades on the TSX Venture Exchange with the objective of achieving long-term capital appreciation for its investors. PTF utilizes its small capital base and long-term horizon to invest in unique situations, primarily small cap, special situations, and illiquid public and private companies.

If I continue to hold the WOF Venture Shares how do I deal with minimum RRIF withdrawal requirements?

If you continue to hold your WOF Venture Shares liquidity is limited to only three situations that may not meet the timelines required for minimum RRIF withdrawal requirements.

Please consult with your investment advisor for assistance to review your individual circumstances.

As an investment advisor, what do my Venture Series clients need to do to receive cash under the Transaction?

The default for Venture Series shareholders is cash. This means that if the transaction is approved, the cash payments will be paid into the same account where the shares are held.

If your client holds their WOF Venture Shares in a RRSP held with WOF, you must take steps to transfer that cash out to another RRSP account or the account will ultimately be deregistered. If deregistered, the cash will be subject to withholding tax and income tax.

If I take the necessary steps to elect to continue to hold my Venture Series shares, when will I be able to sell them in the future?

If you continue to hold your Venture Series shares you will continue to participate in the performance of the portfolio.

Realized value and timing of future divestments from the portfolio are uncertain

In addition to sharing in the performance of the portfolio, you will be able to request annual redemption of your shares at 40% of net asset value at the time and is subject to there being available funds. Also, you may have your shares redeemed without you requesting a redemption at 50% of net asset value after 5 years or earlier if certain conditions are met.

What action do I need to take to continue to hold my Venture Series shares?

Please complete the election notice included with you proxy if you want to elect to continue to hold your WOF Venture Shares.

You may submit the Election Notice electronically or by mail or fax by following the instructions included with your proxy.

Please note the deadline to submit the election notice is May 14^th at 5:00pm.

If you do not make an election, you will receive the cash consideration and your shares will be acquired by PTF.

Please also review the Important Notes document which contains a flow diagram showing the steps involved in ensuring you have an eligible account to continue to hold the shares.

What is the amount per share of the cash payment for WOF Venture Shareholders?

Under the Transaction, unless you elect otherwise, you will sell your WOF Venture Shares for a cash payment equal to 43.5% of the NAV per WOF Venture Share as at April 5, 2021 subject to a +/– 5% adjustment based upon the per share NAV of the WOF Venture Shares portfolio as at the end of the business day immediately prior to the effective date.

For Balanced Shares (series 1) 43.5% of NAV per share on April 5, 2021 was $1.8306 [$4.2083 * 43.5% = $1.8306]. This amount is subject to a positive or negative 5% adjustment and therefore, the cash payment is set in the range of $1.74 – $1.92.

For Balanced Shares (series 2) 43.5% of NAV per share on April 5, 2021 was $1.5525 [$3.5690 * 43.5% = $1.5525]. This amount is subject to a positive or negative 5% adjustment and therefore, the cash payment is set in the range of $1.47 – $1.63.

As a step in the arrangement, each WOF Balanced Share (Series 1) is being exchanged for a WOF Balanced Share (Series 2) relative to their respective NAV per share of the Balanced Shares. This way, each series is getting their proportional share of NAV.

With respect to the cash payment for Ventures Series shareholders, for the purposes of calculating the Exchange Ratio, both WOF Balanced Share (Series 1) and WOF Balanced Share (Series 2) are subject to a maximum increase or decrease of 5%. 

As an example, if a Balanced Share (series 1) has a value of $1.8306, it would be exchanged for 1.1791 shares of Balanced Shares (Series 2) [($1.8306/$1.5525)*1]. This way, each series is getting their proportional share of NAV.

Note to WOF Balanced Shares (Series 1) – while this will mean you will hold a different number of shares with a different NAV per share, the value of your investment in WOF Venture Shares will not be affected by the exchange.

The WOF Shareholder Meeting has taken place.

WOF’s shareholders approved the Arrangement at the meeting, held on May 18, 2021.

The Arrangement was approved by both WOF Venture Series and WOF Commercialization Series, which together comprise the Fund.

Please read the press release.

If you have questions about your investment in WOF, please contact your investment advisor or please contact Prometa Fund Support Services by phone (888-787-9561), fax (888-747-0984) or email (workingopportunityfund@prometa.ca).

What is the transaction that was completed effective May 28, 2021?

At a shareholder holding on May 18, 2021, WOF shareholders approved a transaction for the sale of all of the outstanding shares of the Fund. On May 31, 2021 WOF announced that it had completed the transaction. The May 31, 2021 news release describing the transaction is available on the Fund’s website at the following link:

https://media.penderfund.com/media/2021/05/WOF-News-Release-Closing-of-Transaction-Final.pdf

How do I know what shares I hold?

To help you identify the series that you hold, please see the applicable fund codes in the table below.

How much will I receive for my Venture Series shares?

For WOF Balanced Series (series 1) shares, the purchase price was $1.7977 per share, with 50% of this paid on closing of the Transaction and 50% paid following six months. Prior to the Transaction, WOF distributed all available cash to shareholders by way of a dividend. For WOF Balanced Series (series 1) shares this was a dividend of $0.0055 per share.

As part of the Transaction, prior to the payment of the purchase price, each WOF Balanced Share (Series 1) was exchanged for a WOF Balanced Share (Series 2) relative to their respective value. Accordingly, for every Balanced Shares (series 1) held, it was exchanged for 1.186073 Balanced Shares (series 2). For clarity to Balanced Shares (series 1) shareholders, this exchange did not impact the aggregate purchase price received for your shares of the Fund.

For WOF Balanced Series (series 2) shares, the purchase price was $1.5157 per share, which 50% of this paid on closing of the Transaction and 50% paid following six months. Prior to the Transaction, Balanced Series (series 1) shares received a dividend of $0.0047 per share.

You also have a right to an additional cash payment from PTF if there is qualifying divestment activity in the WOF Venture Shares portfolio before May 18, 2022. The amount of this potential additional cash payment is based on a percentage share of net realized gains from what WOF valued the WOF Venture Shares portfolio investments at completion of the Transaction and depends on how soon after the Meeting the divestment occurs:

• if a divestment completes on or before November 18, 2021, you will receive your pro rata portion of 60% of the net realized gain
• if a divestment completes on or before February 18, 2022, you will receive your pro rata portion of 45% of the net realized gain
• if a divestment completes on or before May 18, 2022, you will receive your pro rata portion of 20% of the net realized gain, subject certain conditions.

For example: If the net realized gain on a divestment is $0.50 per share, your pro rata portion of 60% would be an additional cash payment of $0.30 per share.

For further information see “Reasons for the Arrangement – WOF Venture Series”, “Administrative Costs and Withholding Amounts”, “Additional Exit Venture Cash Payment” and “Risk Factors” in the Information Circular.

How do I get my cash after its paid into my account?

The cash payments will be paid into the same account where you hold your shares.

If you hold your WOF Venture Shares in a RRSP held with WOF (and not with your dealer), you must take steps to transfer that cash out to another RRSP account or your account will ultimately be deregistered. If deregistered, your cash will be subject to withholding tax and income tax.

For further information see “Shareholder Account Matters”, “Risk Factors” and “Certain Canadian Tax Considerations Regarding the Transaction” in the Information Circular and the “Important Notes for Venture Series” insert in the meeting materials.

If I hold my shares in a RRSP held with WOF, how long do I have to transfer my cash out of my account before it is deregistered?

Concentra Trust currently acts as the trustee for client name RRSP accounts. In connection with the Transaction Concentra Trust is to resign as trustee, not earlier than six months following the Transaction. As a result, the resignation of Concentra Trust will mean that for those shareholders who do not take any action, the Cash received in the client name RRSP accounts will ultimately be deregistered. Shareholders will be given at least 60 days’ notice of the resignation of Concentra Trust.

The deregistration of your cash will only happen after the last payment has been paid to you.

Shareholders will be given at least 60 days’ notice of the resignation of Concentra Trust, the RRSP trust agent, and such resignation will not take effect until the final cash payment has been paid to you. The cash payments will be paid into the same account where you hold your shares.

If I elected to continue to hold my WOF Venture Shares, what type of account do I need to have?

Following closing of the Transaction, WOF will cease to be an investment fund for reporting purposes. If you elect to continue to hold WOF Venture Shares your holdings will then be considered “company” shares. In order to hold “company” shares you need an eligible account. An eligible account, besides mutual funds, bonds, etc., can hold other securities such as “company” shares.

If you elect to continue to hold WOF Venture Shares, and do not transfer them to an eligible account within the required time period you will receive Cash Consideration under the Transaction and your WOF Venture Shares will be acquired.

If you hold your shares in a RRSP held with WOF, you must take steps to transfer that cash out to another RRSP account or your account will ultimately be deregistered. If deregistered, you cash will be subject to withholding tax and income tax.

Note: You will be provided at least six months’ time to transfer your shares to an eligible account.

How do I confirm if my account is eligible to continue to hold WOF Venture Shares?

Please check with you dealer to confirm if you have eligible account. If you are not sure which dealer you hold your shares at please contact WOF at 1-888-787-9561 or workingopportunityfund@prometa.ca for assistance.