Q&A

Q&A on the arrangement

When and where will the Kirkland Meeting be held?

The Kirkland Meeting will be held at 11:00 a.m. (Toronto time) on January 28, 2020 at TSX Exchange Tower, 130 King Street West, Toronto, Ontario, Canada M5X 1C9.

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What is the Arrangement?

On November 24, 2019, Kirkland and Detour entered into the Arrangement Agreement pursuant to which, among other things, Kirkland agreed to acquire all of the issued and outstanding Detour Shares pursuant to a court-approved arrangement under the CBCA.

Subject to receipt of the Kirkland Shareholder Approval, the Detour Shareholder Approval, the Final Order and the satisfaction or waiver of certain other conditions, at the Effective Time, Kirkland will acquire all of the issued and outstanding Detour Shares.

See “The Arrangement – Description of the Plan of the Arrangement” in Circular.

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What will Detour Shareholders receive under the Plan of Arrangement?

Under the terms of the Plan of Arrangement, each Detour Shareholder (excluding Dissenting Detour Shareholders and Kirkland and its affiliates) will receive 0.4343 of a Kirkland Share for each Detour Share held at the Effective Time. As of the time of announcement of the Arrangement, the Consideration Shares issuable pursuant to the Plan of Arrangement were valued at approximately $4.9 billion, which represents a premium of approximately 29% over the 20-day VWAP of the Detour Shares and the Kirkland Shares on the TSX up to November 22, 2019, the last trading day prior to the Announcement Date.

See “The Arrangement – Details of the Arrangement” in the Circular.

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What will Kirkland Shareholders receive under the Plan of Arrangement?

Kirkland Shareholders will continue to own their existing Kirkland Shares after the Arrangement. Following the completion of the Arrangement, existing Kirkland Shareholders are expected to own approximately 73%, and existing Detour Shareholders are expected to own approximately 27%, of the issued and outstanding Kirkland Shares on a fully-diluted basis, in each case based on the number of securities of Kirkland and Detour issued and outstanding as of November 24, 2019.

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If the Arrangement is completed, how many Kirkland Shares will be issued to former Detour Shareholders at the Effective Time in connection with the Arrangement?

If the maximum number of Detour Shares are issued and outstanding at the Effective Time (as a result of the exercise of outstanding Detour Options), Kirkland expects to issue approximately 77,407,217 Kirkland Shares to Detour Shareholders in connection with the Arrangement.

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Does the Kirkland Board support the Arrangement?

Yes. The Kirkland Board has unanimously determined that the Arrangement is in the best interests of Kirkland and unanimously recommends that Kirkland Shareholders vote FOR the Kirkland Shareholder Resolution at the Kirkland Meeting.

In making its recommendation, the Kirkland Board reviewed and considered a number of factors and reasons as described in the Circular under “The Arrangement – Reasons for the Recommendation of the Kirkland Board”, including the RBC Fairness Opinion provided by RBC Capital Markets to the Kirkland Board, to the effect that, as of the date of such opinion, based upon and subject to the assumptions, limitations and qualifications set forth in such opinion, the Consideration to be paid by Kirkland under the Arrangement is fair, from a financial point of view, to Kirkland.

See “The Arrangement – Background to the Arrangement” and “The Arrangement – RBC Fairness Opinion” in the Circular.

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Why is the Kirkland Board making this recommendation?

In reaching its conclusions and formulating its recommendation, the Kirkland Board consulted with representatives of Kirkland’s management team and its legal and financial advisors. The Kirkland Board also reviewed a significant amount of technical, financial and operational information relating to Detour and Kirkland and considered a number of factors and reasons, including those listed below.

For a summary of the principal reasons for the unanimous determination of the Kirkland Board that the Arrangement is in the best interests of Kirkland and the unanimous recommendation of the Kirkland Board that Kirkland Shareholders vote FOR the Kirkland Shareholder Resolution click here.

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What steps has Kirkland and the Kirkland Board undertaken to protect the interests of Kirkland and Kirkland Shareholders in connection with the Arrangement?

In making its determinations and recommendations, the Kirkland Board observed that a number of procedural safeguards were in place and present to permit the Kirkland Board to protect the interests of Kirkland, the Kirkland Shareholders and other Kirkland stakeholders. These procedural safeguards include, among others:

  • Arm's length transaction. The Arrangement Agreement is the result of comprehensive arm’s length negotiations. The Kirkland Board took an active role in negotiating the materials terms of the Arrangement Agreement and the Arrangement Agreement includes terms and conditions that are reasonable in the judgment of the Kirkland Board.
  • Conduct of Kirkland’s business. The Kirkland Board believes that the restrictions imposed on Kirkland’s business and operations during the pendency of the Arrangement are reasonable and not unduly burdensome.
  • Ability to respond to superior proposals. Notwithstanding the limitation contained in the Arrangement Agreement on Kirkland’s ability to solicit interest from third parties, the Arrangement Agreement allows Kirkland to engage in discussions or negotiations regarding any unsolicited competing proposal for Kirkland received prior to the Kirkland Meeting that constitutes or would reasonably be expected to constitute a Kirkland Superior Proposal.
  • Reasonable Break Fee. The amount of the Kirkland Termination Fee, being US$202 million, payable to Detour under certain circumstances, is within the range of termination fees that are considered reasonable for a transaction of the nature and size of the Arrangement and should not preclude a third party from making a Kirkland Superior Proposal.
  • Shareholder Approval. The Kirkland Shareholder Resolution must be approved by the affirmative vote of at least a majority of the votes cast by Kirkland Shareholders present in person or represented by proxy and entitled to vote at the Kirkland Meeting.

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What is required to complete the Arrangement?

Completion of the Arrangement is conditional upon, among other things, the satisfaction or waiver of certain conditions, including:

  • the Kirkland Shareholder Resolution having been approved by the Kirkland Shareholders at the Kirkland Meeting in accordance with applicable Law;
  • the Arrangement Resolution having been approved by the Detour Shareholders at the Detour Meeting in accordance with the Interim Order and applicable Law;
  • the Final Order having been obtained in form and substance satisfactory to each of Kirkland and Detour, each acting reasonably, and not having been set aside or modified in a manner unacceptable to either Detour or Kirkland, each acting reasonably, on appeal or otherwise;
  • the necessary conditional approval of each of the TSX and the NYSE having been obtained, including in respect of the listing and posting for trading of the Consideration Shares on the TSX and the NYSE;
  • the Canadian Competition Approval having been obtained;
  • if both Kirkland and Detour agree that Investment Canada Act Approval is required to complete the Arrangement, Investment Canada Act Approval having been obtained;
  • no Law having been enacted, issued, promulgated, enforced, made, entered, issued or applied and no Proceeding having otherwise been taken under any Laws or by any Governmental Authority (whether temporary, preliminary or permanent) that makes the Arrangement illegal or otherwise directly or indirectly cease trades, enjoins, restrains or otherwise prohibits completion of the Arrangement; and
  • the Consideration Shares and Replacement Options to be issued pursuant to the Arrangement being exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof.

See “Transaction Agreements – The Arrangement Agreement – Conditions to the Arrangement Becoming Effective” in the Circular.

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When does Kirkland expect the Arrangement to become effective?

The Arrangement is expected to close at the end of January 2020. Closing is conditional on Kirkland Shareholders approving the Kirkland Shareholder Resolution and the satisfaction of other closing conditions, including, among other things, the approval by Detour Shareholders of the Arrangement Resolution and certain Regulatory Approvals. It is possible that factors outside the control of Kirkland and/or Detour could result in the Arrangement being completed at a later time, or not at all. Subject to certain limitations, each Party may terminate the Arrangement Agreement if the Arrangement is not consummated by February 28, 2020, which date can be unilaterally extended by a Party for up to an additional 90 days (in five to 15-day increments) if the only unsatisfied condition is the Investment Canada Act Approval (if required), or extended by mutual agreement of the Parties.

See “Transaction Agreements – The Arrangement Agreement – Conditions to the Arrangement Becoming Effective” in the Circular.

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What will happen to Detour if the Arrangement is completed?

If the Arrangement is completed, Kirkland will acquire all of the Detour Shares and Detour will become a wholly-owned subsidiary. Kirkland intends to have the Detour Shares delisted from the TSX as promptly as possible following the Effective Date. In addition, subject to applicable Laws, Kirkland will apply to have Detour cease to be a reporting issuer in all jurisdictions in which it is a reporting issuer and thus will terminate Detour’s reporting obligations in Canada following completion of the Arrangement.

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Will the Consideration Shares be traded on an exchange?

The Kirkland Shares currently trade on the TSX under the symbol “KL”, the NYSE under the symbol “KL” and the ASX under the symbol “KLA”. It is a mutual condition to the completion of the Arrangement that the TSX shall have conditionally approved the listing of the Consideration Shares issuable pursuant to the Arrangement on the TSX, and that the NYSE, subject to official notice of issuance, shall have approved the listing of the Consideration Shares on the NYSE. Accordingly, pursuant to the Arrangement Agreement, Kirkland has agreed to apply for and use commercially reasonable efforts to obtain conditional approval or equivalent of the listing and posting for trading on the TSX and the NYSE of the Consideration Shares, subject only to the satisfaction by Kirkland of customary listing conditions on the TSX and the NYSE. The TSX has conditionally approved the listing of the Kirkland Shares to be issued under the Arrangement, subject to filing certain documents following the closing of the Arrangement. Kirkland has applied to list the Consideration Shares and Kirkland Shares underlying the Replacement Options on the NYSE and anticipates receiving all required authorizations prior to the closing of the Arrangement.

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Where will the corporate offices of Kirkland be located following completion of the Arrangement?

Following completion of the Arrangement, Kirkland’s head, registered and records offices will continue to be situated at 3120 – 200 Bay Street, Toronto, Ontario M5J 2J1.

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Are there any risks I should consider in connection with the Arrangement?

Yes. There are a number of risk factors relating to the Arrangement, the business and operations of each of Detour and Kirkland and the business and operations of Kirkland following completion of the Arrangement, all of which should be carefully considered. Risk factors relating to the Arrangement and the business of Kirkland following completion of the Arrangement include (among other things) the following:

  • the Arrangement is subject to satisfaction or waiver of several conditions;
  • Kirkland and Detour will incur substantial transaction fees and costs in connection with the proposed Arrangement;
  • the Kirkland Termination Fee or the Kirkland Expenses Reimbursement may be payable by Kirkland;
  • Kirkland and Detour may be the targets of legal claims, securities class actions, derivative lawsuits and other claims;
  • The integration of Detour by Kirkland may not occur as planned;
  • The management team of Kirkland following completion of the Arrangement may not be successful in implementing the proposed business strategy; and
  • The unaudited pro forma consolidated financial information of Kirkland and Detour is presented for illustrative purposes only and may not be indicative of the results of operations or financial condition of Kirkland following completion of the Arrangement.

See “Transaction Agreements – The Arrangement Agreement – Termination” and “Risk Factors” in the Circular.

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What will happen if the Kirkland Shareholder Resolution is not approved or the Arrangement is not completed for any reason?

If the Kirkland Shareholder Resolution is not approved or the Arrangement is not completed for any reason, the Arrangement Agreement may be terminated and Kirkland will continue to operate independently. In certain circumstances, Detour will be required to pay to Kirkland the Detour Termination Fee in connection with such termination, or Kirkland will be required to pay Detour the Kirkland Termination Fee in connection with such termination. In addition, in certain circumstances, each of Kirkland and Detour will be required to pay the other party an expense reimbursement of up to $5 million. If, for any reason, the Arrangement is not completed or its completion is materially delayed and/or the Arrangement Agreement is terminated, the market price of the Kirkland Shares may be materially adversely affected and Kirkland’s business, financial condition or results of operations could also be subject to various material adverse consequences, including that Kirkland would remain liable for costs relating to the Arrangement.

See “Transaction Agreements – The Arrangement Agreement – Termination” and “Risk Factors” in the Circular.

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Are Kirkland Shareholders entitled to Dissent Rights?

Under applicable Canadian Law, Kirkland Shareholders are not entitled to dissent rights with respect to the Kirkland Shareholder Resolution.

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Q&A on proxy voting

What am I being asked to approve at the Kirkland Meeting?

At the Kirkland Meeting, Kirkland Shareholders will be asked to approve the Kirkland Shareholder Resolution, which includes approval of the issuance of up to 77,407,217 Kirkland Shares issuable in connection with the Arrangement. If Kirkland Shareholder Approval is not obtained at the Kirkland Meeting, the Arrangement will not be completed. Notwithstanding the foregoing, the Kirkland Shareholder Resolution authorizes the Kirkland Board, without further notice to or approval of the Kirkland Shareholders, to revoke the Kirkland Shareholder Resolution at any time prior to the Effective Time if they decide not to proceed with the Arrangement.

See “Business of the Kirkland Meeting – Kirkland Shareholder Resolution” in the Circular.

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What will Detour Shareholders be asked to vote on?

In accordance with the Arrangement Agreement, Detour Shareholders will be asked to vote on the Arrangement Resolution at the Detour Meeting. In order to be effective, the Arrangement Resolution must be approved, with or without variation, by the affirmative vote of at least two-thirds of the votes cast on the Arrangement Resolution by Detour Shareholders, present in person or represented by proxy and entitled to vote at the Detour Meeting.

The Detour Meeting is expected to be held on January 28, 2020. If the Detour Shareholder Approval is not obtained at the Detour Meeting, the Arrangement will not be completed. Notwithstanding the foregoing, the Arrangement Resolution authorizes the Detour Board, without further notice to or approval of the Detour Shareholders, to amend the Arrangement Agreement or the Plan of Arrangement, to the extent permitted by the Arrangement Agreement or the Plan of Arrangement, and not to proceed with the Arrangement at any time prior to the Effective Time. Detour Shareholders will not be asked to vote on any of the matters to be considered and voted upon at the Kirkland Meeting.

See “Regulatory Matters and Approvals – Shareholder Approvals – Detour Shareholder Approval” in the Circular.

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What level of Kirkland Shareholder approval is required?

In order to be effective, the Kirkland Shareholder Resolution must be approved, with or without variation, by the affirmative vote of at least a simple majority of the votes cast on the Kirkland Shareholder Resolution by Kirkland Shareholders, present in person or represented by proxy and entitled to vote at the Kirkland Meeting.

The Kirkland Board has unanimously determined that the Arrangement is in the best interests of Kirkland and unanimously recommends that Kirkland Shareholders vote FOR the Kirkland Shareholder Resolution.

See “Business of the Kirkland Meeting – Kirkland Shareholder Resolution” and “Regulatory Matters and Approvals – Shareholder Approvals – Kirkland Shareholder Approval” in the Circular.

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What constitutes quorum for the Kirkland Meeting?

Quorum for the Kirkland Meeting consists of two persons present in person, each being a Kirkland Shareholder entitled to vote at the Kirkland Meeting or a duly appointed proxy or proxyholder for an absent Kirkland Shareholder so entitled, holding or representing in the aggregate not less than 10% of the issued Kirkland Shares enjoying voting rights at the Kirkland Meeting.

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How many votes do Kirkland Shareholders have?

Each Kirkland Shareholder is entitled to one vote on each matter properly brought before the Kirkland Meeting for each Kirkland Share held by such holder at the close of business on the Record Date.

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How do I vote on the Kirkland Shareholder Resolution?

Kirkland Shareholders can vote online, on the phone, in writing or in person or by proxy at the Kirkland Meeting. The procedure for voting is different for Registered Kirkland Shareholders and Beneficial Kirkland Shareholders.

Registered Kirkland Shareholders can vote in one of the following ways:

Internet

Go to www.voteproxyonline.com. Enter the 12-digit control number printed on the form of proxy and follow the instructions on screen.

Fax

Enter voting instructions, sign and date the form of proxy and send your completed form of proxy to: TSX Trust Company, Attention: Proxy Department, 1.416.595.9593.

Mail

Enter voting instructions, sign and date the form of proxy and return your completed form of proxy in the enclosed postage paid envelope to:

TSX Trust Company
Attention: Proxy Department
100 Adelaide Street West, Suite 301
Toronto, ON M5H 4H1

Hand Delivery

Enter voting instructions, sign the form of proxy and deliver your completed form of proxy to:

TSX Trust Company
Attention: Proxy Department
100 Adelaide Street West, Suite 301
Toronto, ON M5H 4H1

In Person

If you are a Registered Kirkland Shareholder, you can attend the Kirkland Meeting and register with TSX Trust upon your arrival. Do not fill out and return your form of proxy if you intend to vote in person at the Kirkland Meeting.

Questions?

Contact Kingsdale by telephone at 1.877.659.1821 (toll-free within North America), +1.416.867.2272 (for collect calls outside of North America) or by email at contactus@kingsdaleadvisors.com.

You should carefully read and consider the information contained in the Circular. Registered Kirkland Shareholders who do not wish or are unable to attend the Kirkland Meeting (or if the Kirkland Meeting is adjourned or postponed, any reconvened Kirkland Meeting) in person are requested to complete, date, sign and return the enclosed form of proxy or, alternatively, or over the internet, in each case in accordance with the instructions set out in the enclosed form of proxy and elsewhere in the Circular. A proxy will not be valid for use at the Kirkland Meeting unless the completed form of proxy is received by TSX Trust not later than 11:00 a.m. (Toronto time) on January 24, 2020, (or if the Kirkland Meeting is adjourned or postponed, at least 48 hours (excluding Saturdays, Sundays and holidays) prior the date of the reconvened Kirkland Meeting). Late proxies may be accepted or rejected by the Chair of the Kirkland Meeting in his or her discretion. The Chair is under no obligation to accept or reject any particular late proxy. The time limit for deposit of proxies may be waived or extended by the Chair of the Kirkland Meeting at his or her discretion, without notice.

If you hold your Kirkland Shares through an Intermediary, please follow the instructions on the VIF or proxy form provided by such Intermediary to ensure that your vote is counted at the Kirkland Meeting and contact your Intermediary for instruction.

Beneficial Kirkland Shareholders can vote in one of the following ways:

Internet

Go to www.proxyvote.com. Enter the 16-digit control number printed on the VIF and follow the instructions on screen.

Phone

For Canadian Beneficial Kirkland Shareholders, call 1.800.474.7493 (English) or 1.800.474.7501 (French).

For United States Beneficial Kirkland Shareholders, call 1.800.454.8683.

You will need to enter your 16- digit control number. Follow the interactive voice recording instructions to submit your vote.

Fax

For Canadian Beneficial Kirkland Shareholders, enter your voting instructions, sign and date the VIF, and return the completed VIF by fax to 905.507.7793 or 514.281.8911.

For United States Beneficial Kirkland Shareholders, fax to the number listed on your VIF.

Mail

Enter your voting instructions, sign and date the VIF, and return the completed VIF in the enclosed postage paid envelope.

Questions?

Contact Kingsdale by telephone at 1.877.659.1821 (toll-free within North America), +1.416.867.2272 (for collect calls outside of North America) or by email at contactus@kingsdaleadvisors.com.

See “General Information Concerning the Kirkland Meeting – Voting by Registered Kirkland Shareholders” and “General Information Concerning the Kirkland Meeting – Appointment of Proxies” in the Circular.





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If my Kirkland Shares are held by an Intermediary, will they vote my Kirkland Shares for me?

An Intermediary will vote the Kirkland Shares held by you only if you provide instructions to such Intermediary on how to vote. If you are a Beneficial Kirkland Shareholder, your Intermediary will send you a VIF or proxy form with the Circular. If you fail to give proper instructions, those Kirkland Shares will not be voted on your behalf. Beneficial Kirkland Shareholders should instruct their Intermediaries to vote their Kirkland Shares on their behalf by following the directions on the VIF or proxy form provided to them by their Intermediaries. Unless your Intermediary gives you its proxy to vote the Kirkland Shares at the Kirkland Meeting, you cannot vote those Kirkland Shares owned by you at the Kirkland Meeting.

See “General Information Concerning the Kirkland Meeting – Beneficial Kirkland Shareholders” and “General Information Concerning the Kirkland Meeting – Voting by Beneficial Kirkland Shareholders” in the Circular.

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Who is soliciting my proxy?

Your proxy is being solicited on behalf of the management of Kirkland. Management will solicit proxies primarily by mail, but proxies may also be solicited personally, by advertisement or by telephone by directors, officers or employees of Kirkland to whom no additional compensation will be paid.

Kirkland has retained Kingsdale in connection with the solicitation of proxies. All costs of solicitation by management will be borne by Kirkland. Kirkland will reimburse brokers and other entities for costs incurred by them in mailing meeting materials to Beneficial Kirkland Shareholders.

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Who is eligible to vote?

The Record Date for determining the Kirkland Shareholders entitled to receive notice of and to vote at the Kirkland Meeting is December 16, 2019. Only Kirkland Shareholders at the close of business on the Record Date or their duly appointed proxyholders are eligible to vote at the Kirkland Meeting.

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Does any Kirkland Shareholder beneficially own 10% or more of the Kirkland Shares?

No. To the knowledge of the directors and officers of Kirkland, as of the Record Date, no Kirkland Shareholder beneficially owns, directly or indirectly, or exercises control or direction over, voting securities carrying 10% or more of the voting rights attached to the outstanding Kirkland Shares.

See “General Information Concerning the Kirkland Meeting – Voting Securities and Principal Kirkland Shareholders” in the Circular.

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What if I acquire ownership of Kirkland Shares after the Record Date?

You will not be entitled to vote Kirkland Shares acquired after the Record Date at the Kirkland Meeting. Only persons owning Kirkland Shares as of the Record Date are entitled to vote at the Kirkland Meeting.

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Why am I being asked to approve the Kirkland Shareholder Resolution?

The TSX requires an acquiring company to obtain shareholder approval if the number of shares to be issued as consideration for an acquisition exceeds 25% of its outstanding shares. If the maximum number of Detour Shares are issued and outstanding at the Effective Time (as a result of the exercise of outstanding Detour Options), Kirkland expects to issue approximately 77,407,217 Kirkland Shares to Detour Shareholders in connection with the Arrangement, representing approximately 37% of the issued and outstanding Kirkland Shares as of November 24, 2019. If Kirkland Shareholder approval for the Kirkland Shareholder Resolution is not obtained, Kirkland will not be able to complete the Arrangement on the terms currently proposed.

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Should I send in my proxy now?

Yes. Once you have carefully read and considered the information in the Circular, you should complete and submit the enclosed VIF or form of proxy. You are encouraged to vote well in advance of the proxy cut-off time at 11:00 a.m. (Toronto time) on January 24, 2020 to ensure your Kirkland Shares are voted at the Kirkland Meeting. If the Kirkland Meeting is adjourned or postponed, your proxy must be received not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the reconvened Kirkland Meeting. Late proxies may be accepted or rejected by the Chair of the Kirkland Meeting in his or her discretion. The Chair is under no obligation to accept or reject any particular late proxy. The time limit for deposit of proxies may be waived or extended by the Chair of the Kirkland Meeting at his or her discretion, without notice.

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What happens if I send in my proxy without specifying how to vote?

The persons named in the enclosed form of proxy are each a director or an officer of Kirkland. You may indicate on your form of proxy how you wish your proxyholder to vote your Kirkland Shares. If you do this, your proxyholder must vote your Kirkland Shares in accordance with the instructions you have given. If you have appointed the persons designated in the form of proxy as your proxyholder, they will, unless you give contrary instructions, vote FOR the Kirkland Shareholder Resolution.

A Kirkland Shareholder who wishes to appoint some other person to represent such Kirkland Shareholder at the Kirkland Meeting may do so by crossing out the name on the form of proxy and inserting the name of the person proposed in the blank space provided in the enclosed form of proxy. You may indicate on your form of proxy how you wish your proxyholder to vote your Kirkland Shares. If you do this, your proxyholder must vote your Kirkland Shares in accordance with the instructions you have given.

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Can I revoke my vote after I have voted by proxy?

Yes. A Kirkland Shareholder executing the enclosed form of proxy has the power to revoke it by providing a new proxy dated as at a later date, provided that the new proxy is received by TSX Trust before 11:00 a.m. (Toronto time) on January 24, 2020 (or if the Kirkland Meeting is adjourned or postponed, at least 48 hours (excluding Saturdays, Sundays and holidays) prior the date of the reconvened Kirkland Meeting). A Registered Kirkland Shareholder may also revoke any prior proxy without providing new voting instructions by clearly indicating in writing that such Kirkland Shareholder wants to revoke his, her or its proxy and delivering such written document to (i) the registered office of Kirkland at 3120 – 200 Bay Street, Toronto, Ontario M5J 2J1, Attention: Vice President, Legal and Corporate Secretary at any time up to and including the last Business Day preceding the day of the Kirkland Meeting (or if the Kirkland Meeting is adjourned or postponed, any reconvened Kirkland Meeting), or (ii) the Chair of the Kirkland Meeting at the Kirkland Meeting (or if the Kirkland Meeting is adjourned or postponed, any reconvened Kirkland Meeting) prior to the vote in respect of the Kirkland Shareholder Resolution, or in any other manner permitted by Law.

If you hold your Kirkland Shares through an Intermediary, the methods to revoke your voting instructions may be different and you should carefully follow the instructions provided to you by your Intermediary.

See “General Information Concerning the Kirkland Meeting – Revoking your Proxy” in the Circular.

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Who is responsible for counting and tabulating the votes by proxy?

Votes by proxy are counted and tabulated by Kirkland’s transfer agent, TSX Trust.

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Who can I contact if I have additional questions?

If you have any questions about the Circular or the matters described in the Circular, please contact your professional advisor. If you would like additional copies, without charge, of the Circular or you have any questions or require assistance with voting your proxy, please contact Kirkland’s strategic shareholder advisor and proxy solicitation agent, Kingsdale, at 1.877.659.1821 toll free in North America, or call collect outside North America at +1.416.867.2272 or by e-mail at contactus@kingsdaleadvisors.com.

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