Page 12 of 27 – SEC Filing
(c) The
principal business of each of the Master Fund, the Canadian Fund and the Energy Fund is investing in securities. The principal
business of FrontFour Capital is serving as the investment manager of the Master Fund and of accounts it separately manages (the
“Separately Managed Accounts”). The principal occupation of each of Messrs. Loukas, Lorber and George is serving as
a managing member and principal owner of FrontFour Capital. By virtue of these relationships, each of FrontFour Capital and Messrs.
Loukas, Lorber and George may be deemed to beneficially own the Shares directly beneficially owned by the Master Fund and the Separately
Managed Accounts.
The principal business
of FrontFour Corp. is serving as the investment manager of the Canadian Fund. Messrs. Loukas, Lorber and George are the principal
owners and the directors of FrontFour Corp. By virtue of these relationships, each of FrontFour Corp. and Messrs. Loukas, Lorber
and George may be deemed to beneficially own the Shares directly beneficially owned by the Canadian Fund.
The principal business
of Energy Fund GP is serving as the general partner of the Energy Fund. Messrs. Loukas, Lorber and George are the principal owners
and directors of Energy Fund GP. By virtue of these relationships, each of Energy Fund GP and Messrs. Loukas, Lorber and George
may be deemed to beneficially own the Shares directly owned by the Energy Fund.
(d) No
Reporting Person, nor any person listed on Schedule A, has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) No
Reporting Person, nor any person listed on Schedule A, has, during the last five years, been party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Messrs.
Loukas, Lorber and George are citizens of the United States of America. The citizenship of the persons listed on Schedule A
is set forth therein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares and call
options purchased by each of the Master Fund and the Canadian Fund, the Shares and call options held in the Separately Managed
Accounts and the Shares purchased by the Energy Fund, were purchased with working capital (which may, at any given time, include
margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 18,769,421 Shares
owned directly by the Master Fund is approximately $21,366,137, including brokerage commissions. The aggregate purchase price
of the call options exercisable into 2,311,200 Shares owned directly by the Master Fund is approximately $471,688, including brokerage
commissions. The aggregate purchase price of the 454,000 Shares owned directly by the Canadian Fund is approximately CAD$1,019,386,
including brokerage commissions. The aggregate purchase price of the call options exercisable into 56,000 Shares owned directly
by the Canadian Fund is approximately $11,409, including brokerage commissions. The aggregate purchase price of the 5,628,225
Shares held in the Separately Managed Accounts is approximately $10,406,551, including brokerage commissions. The aggregate purchase
price of the call options exercisable into 482,800 Shares held in the Separately Managed Accounts is approximately $98,737, including
brokerage commissions. The aggregate purchase price of the 154,200 Shares owned directly by the Energy Fund is approximately CAD$249,762,
including brokerage commissions. The aggregate purchase price of the 210,000 Shares owned directly by Mr. Loukas is approximately
$254,890, including brokerage commissions. The aggregate purchase price of the 450,000 Shares owned directly by Mr. Lorber is
approximately $694,348, including brokerage commissions.
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