EX-99.2 3 exhibit99-2.htm LETTER OF TRANSMITTAL Exhibit 99.2

Exhibit 99.2


MADISON MINERALS INC.

LETTER OF TRANSMITTAL

This Letter of Transmittal is for the use by registered Madison Shareholders only in connection with the proposed Acquisition which is being submitted for shareholder approval at the Meeting. Madison Shareholders whose Madison Common Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in making the election and depositing Common Shares.

Madison Shareholders are referred to the management information circular dated March 28, 2014 which accompanies this Letter of Transmittal. Capitalized terms used but not defined in this Letter of Transmittal have the meanings set out in the management information circular. Please carefully read the Instructions set out below before completing this Letter of Transmittal.

TO: COMPUTERSHARE TRUST COMPANY OF CANADA

 

The undersigned hereby represents and warrants that the undersigned is the owner of the number of Common Shares which are represented by the share certificate(s) described below and delivered herewith and the undersigned has good title to the Common Shares represented by the said certificate(s), free and clear of all liens, charges and encumbrances, and has full power and authority to herewith deposit such shares.

 

Certificate Number Number of Common Shares Registered in the Name of
     
     
     
     

 

The above-listed share certificates are hereby surrendered in exchange for certificates representing consolidated Common Shares on the basis of one (1) new Common Share for four (4) pre-consolidated Common Shares. Madison will not issue any fractional Common Shares as a result of the consolidation. Instead, all fractional shares equal or greater to one-half resulting from the consolidation will be rounded to the next whole number.

The undersigned authorizes and directs Computershare Trust Company of Canada to issue a new DRS statement/certificate representing consolidated Common Shares to which the undersigned is entitled as indicated below and to mail such DRS statement/certificate to the address indicated below or, if no instructions are given, in the name and to the address if any, of the undersigned as appears on the share register maintained by Computershare.

Name (please print)        
         
Address          
           
           
           
City     Province Postal Code  
           
Telephone (Office) (Home)   Social Insurance Number Tax Identification Number
(            )    (            )      

 

Date:  ____________________________________   ___________________________________________________
  Signature of Shareholder

 





INSTRUCTIONS

1. Use of Letter of Transmittal

 

   (a)

Each shareholder holding share certificate(s) of the Corporation must send or deliver this Letter of Transmittal duly completed and signed together with the share certificate(s) described herein to Computershare Trust Company of Canada (“Computershare”) at the office listed below. The method of delivery to Computershare is at the option and risk of the shareholder, but if mail is used, registered mail is recommended.

   
  (b)

Share certificate(s) registered in the name of the person by whom (or on whose behalf) the Letter of Transmittal is signed need not be endorsed or accompanied by any share transfer power of attorney.

   
  (c)

Share certificate(s) not registered in the name of the person by whom (or on whose behalf) the Letter of Transmittal is signed must be endorsed by the registered holder thereof or deposited together with share transfer power of attorney properly completed by the registered holder. Such signature must be guaranteed by an “Eligible Institution” or in some other manner satisfactory to Computershare. An “Eligible Institution” means a Canadian schedule 1 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 and the United States, members of the Investment Dealers Association of Canada, members of the National Association of Securities Dealers or banks and trust companies in the United States.

 

Where the Letter of Transmittal is executed on behalf of a corporation, partnership or association or by an agent, executor, administrator, trustee, guardian or any person acting in a representative capacity, the Letter of Transmittal must be accompanied by satisfactory evidence of the representative’s authority to act.

   
  (d)

Madison reserves the right if it so elects in its absolute discretion to instruct Computershare to waive any defect or irregularity contained in any Letter of Transmittal received by it.

 

2. Lost Share Certificates
   
 

If a share certificate has been lost or destroyed, the Letter of Transmittal must be completed as fully as possible and forwarded to Computershare together with a letter stating the loss. Computershare will respond with the replacement requirements, which must be properly completed and returned prior to effecting the exchange.

 
3. Privacy Notice:
   

Computershare is committed to protecting your personal information. In the course of providing services to you and our corporate clients, we receive non-public personal information about you - from transactions we perform for you, forms you send us, other communications we have with you or your representatives, etc.  This information could include your name, address, social insurance number, securities holdings and other financial information. We use this to administer your account, to better serve your and our clients’ needs and for other lawful purposes relating to our services. Some of your information may be transferred to services in the U.S.A. for data processing and/or storage. We have prepared a Privacy Code to tell you more about our information practices, how your privacy is protected and how to contact our Chief Privacy Officer. It is available at our website, computershare.com, or by writing us at 100 University Avenue, Toronto, Ontario, M5J 2Y1. Computershare will use the information you are providing in order to process your request and will treat your signature(s) as your consent to us so doing.

 
4. Miscellaneous
   

Additional copies of the Letter of Transmittal may be obtained from Computershare at the office listed below. Any questions should be directed to Computershare Trust Company of Canada at 1-800-564-6253 or by e-mail to corporateactions@computershare.com.

 

By Mail P.O. Box 7021 By Hand or Courier 100 University Avenue
  31 Adelaide St E   8th Floor
  Toronto, ON M5C 3H2   Toronto, ON M5J 2Y1
  Attn: Corporate Actions   Attn: Corporate Actions