This Letter of Transmittal is for depositing your Common Shares (as defined herein) in connection with a proposed plan of arrangement involving CAVU Energy Metals Corp. and Alpha Copper Corp. It is important that you validly complete, duly execute and return this Letter of Transmittal on a timely basis in accordance with the instructions contained herein.

This Letter of Transmittal is for use only by registered shareholders. Shareholders whose Common Shares are registered in the name of a broker, investment dealer, bank, trust company, trustee or other nominee should contact that nominee for assistance in depositing those common shares and should follow the instructions of such nominee in order to deposit their Common Shares.

The Instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed. You are strongly urged to read the accompanying management information circular before completing this Letter of Transmittal. The Depositary or your broker or other financial advisory will assist you in completing this Letter of Transmittal.

LETTER OF TRANSMITTAL

FOR COMMON SHARES

OF

CAVU ENERGY METALS CORP.

This Letter of Transmittal, properly completed and duly executed, together with all other required documents, must accompany the share certificates or Direct Registration ("DRS") statement(s) for common shares (the "Common Shares") of CAVU Energy Metals Corp. ("CAVU") deposited in connection with the proposed plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement") involving CAVU and Alpha Copper Corp. ("Alpha" or the "Purchaser"), that is being submitted for approval at the special meeting of shareholders of CAVU to be held on December 13, 2022 (the "Meeting") as described in a management information circular of CAVU dated November 14, 2022 (the "Circular").

Capitalized terms used but not defined in this Letter of Transmittal have the meanings set out in the Circular.

Pursuant to the Arrangement, the Purchaser will acquire all of the issued and outstanding Common Shares, and each CAVU Shareholder will be entitled to receive 0.70 of a common share of Alpha ("Alpha Share") in exchange for each one (1) Common Share held (the "Consideration"). Alpha will not issue any fractional Alpha shares in connection with the Arrangement. Instead, the number of Alpha shares to be issue will be rounded down to the nearest whole Alpha share with no consideration being paid for the fractional Alpha share.

This Letter of Transmittal is for use by registered CAVU Shareholders only or their authorized representatives and is not to be used by beneficial holders of Common Shares that are not also registered shareholders ("Non-Registered Holders"). A Non-Registered Holder does not have Common Shares registered in its name; rather, such Common Shares are held by an intermediary on its behalf. If you are a Non-Registered Holder, you should contact your intermediary for instructions and assistance in receiving the Consideration for your Common Shares.

In order to receive Consideration under the Arrangement, CAVU Shareholders are required to deposit the certificate(s) or DRS statement(s) representing the Common Shares held by them, with the Depositary. This Letter of Transmittal, properly completed and duly executed, together with all required documents, must accompany all certificates or DRS advices for Common Shares deposited in exchange for the Consideration pursuant to the Arrangement. If you are a U.S. Person (as defined in Instruction 8, "Substitute W-9 - U.S. Shareholders"), you must also complete the Substitute Form W-9 set forth herein (see Instruction 8, "Substitute Form W-9 - U.S. Shareholders").

Please note that the delivery of this Letter of Transmittal, together with the certificates or DRS advices representing your Common Shares, does not constitute a vote in favour of the Arrangement. To exercise your right to vote at the Meeting, you must complete and return the applicable form of proxy that accompanies the Circular in accordance with the instructions contained in such form of proxy.

As of 12:01 a.m. (Vancouver time), or such other time as agreed to by CAVU and Alpha in writing (the "Effective Time") on the date that the Arrangement becomes effective (the "Effective Date"), you will cease to be a

2

shareholder of CAVU and will only be entitled to receive the appropriate number of Alpha Shares to which you are entitled under the Arrangement upon delivery of all required documents to the Depositary.

Any certificate(s) or DRS statement(s) representing Common Shares which have not been duly surrendered, with all other documents required by the Depositary, on or before the sixth (6th) anniversary of the Effective Date, will cease to represent a claim against or interest of any kind or nature in CAVU, Alpha or the Depositary. Accordingly, Registered Shareholders who do not deliver their Common Share certificate(s) or DRS statement(s) and all other required documents to the Depositary on or before the date which is six (6) years after the Effective Date will lose their right to receive the Consideration for their Common Shares. In such circumstances, the Consideration to which such former Registered Shareholder was ultimately entitled to receive hereunder shall be deemed to have been surrendered to Alpha, together with all entitlement to dividends, distributions and cash thereon held for such former Registered Shareholder, for no consideration.

At the Effective Time, whether or not Registered Shareholders deliver this Letter of Transmittal, the certificate(s) or DRS statement(s) representing the Common Shares and all other required documentation to the Depositary, all Registered Shareholders will cease to be holders of Common Shares.

3

TO:

CAVU ENERGY METALS CORP.

AND TO: ALPHA COPPER CORP.

AND TO: COMPUTERSHARE INVESTOR SERVICES INC. at its offices set out herein.

Please read the Circular and the instructions set out below carefully before completing this Letter of Transmittal. Delivery of this Letter of Transmittal to an address other than as set forth herein will not constitute valid delivery. If Common Shares are registered in different names, a separate Letter of Transmittal must be submitted for each different registered owner. See Instruction 2.

The Depositary, or your broker or other financial advisor, can assist you in completing this Letter of Transmittal (see the back page of this document for addresses and telephone numbers of the Depositary). Persons whose Common Shares are registered in the name of a broker, dealer, bank, trust company or other nominee should immediately contact such registered holder for assistance.

In connection with the Arrangement being considered for approval at the Meeting, the undersigned delivers to you the enclosed certificate(s) or DRS statement(s) for Common Shares. The following are the details of the enclosed certificate(s) or DRS statement(s):

Certificate Number(s) or

Name in Which Common Shares are Registered

Number of Common Shares Deposited

DRS Holder Account Number

The undersigned transmits herewith the certificate(s) or DRS statement(s) described above for cancellation upon the Arrangement becoming effective. The undersigned acknowledges receipt of the Circular and represents and warrants that the undersigned has good and sufficient authority to deposit, sell and transfer the Common Shares represented by the enclosed certificate(s) or DRS statement(s) (the "Deposited Shares") and at the Effective Time, the Purchaser will acquire good title to the Deposited Shares (as the same are modified pursuant to the Plan of Arrangement) free from all liens, charges, encumbrances, claims and equities and in accordance with the following: IN CONNECTION WITH THE ARRANGEMENT AND FOR VALUE RECEIVED at the Effective Time all of the right, title and interest of the undersigned in and to the Deposited Shares and in and to any and all dividends, distributions, payments, securities, rights, warrants, assets or other interests (collectively, "distributions") which may be declared, paid, accrued, issued, distributed, made or transferred on or in respect of the Deposited Shares or any of them as and from the Effective Date of the Arrangement, as well as the right of the undersigned to receive any and all distributions shall have been assigned to the Purchaser. If, notwithstanding such assignment, any distributions are received by or made payable to or to the order of the undersigned, then (i) in the case of any such cash distribution that does not exceed the cash purchase price per Common Share, the consideration payable per Common Share pursuant to the Arrangement will be reduced by the amount of any such dividend or distribution received in respect of that Common Share, and (ii) in the case of any such cash distribution in an amount that exceeds the cash purchase price per Common Share in respect of which the distribution is made, or in the case of any other distribution, the undersigned shall promptly pay or deliver the whole of any such distribution to Computershare Investor Services Inc. (the "Depositary") for the account of the Purchaser, together with appropriate documentation of transfer.

The undersigned irrevocably constitutes and appoints each of Darryl Jones, President and Chief Executive Officer of Alpha, and Daryn Gordon, Chief Financial Officer and Corporate Secretary of Alpha, each of whom is an officer of the Purchaser, and any other person designated by the Purchaser in writing, the true and lawful agent, attorney and attorney-in-fact of the undersigned with respect to the Deposited Shares purchased in connection with the Arrangement with full power of substitution (such power of attorney, being coupled with an interest, being irrevocable) to, in the name of and on behalf of the undersigned, (a) register or record the transfer of such Deposited Shares consisting of securities on the registers of CAVU; and (b) execute and negotiate any cheques or other instruments representing any such distribution payable to or to the order of the undersigned.

4

The undersigned revokes any and all other authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Deposited Shares or any distributions other than as set out in this Letter of Transmittal and in any proxy granted for use at the Meeting. Other than in connection with the Meeting, no subsequent authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, will be granted with respect to the Deposited Shares or any distributions by or on behalf of the undersigned, unless the Deposited Shares are not taken up and paid for in connection with the Arrangement.

The undersigned covenants and agrees to execute all such documents, transfers and other assurances as may be necessary or desirable to convey the Deposited Shares and distributions effectively to the Purchaser.

Each authority conferred or agreed to be conferred by the undersigned in this Letter of Transmittal may be exercised during any subsequent legal incapacity of the undersigned and all obligations of the undersigned in this Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

The undersigned acknowledges that CAVU and/or the Purchaser may be required to disclose personal information in respect of the undersigned and consents to disclosure of personal information in respect of the undersigned to: (i) stock exchanges or securities regulatory authorities; (ii) the Depositary; (iii) any of the parties to the Arrangement; (iv) legal counsel to any of the parties to the Arrangement; and (v) as otherwise required by any applicable Law.

The undersigned authorizes and directs the Depositary, upon the Arrangement becoming effective, to issue a DRS advice for the Consideration to which the undersigned is entitled as indicated below and to mail by first class mail (postage prepaid) such DRS advice 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 CAVU. In the event that a DRS advice is not available, a Purchaser share certificate will be issued and mailed by first class mail (postage prepaid) to the address indicated below. Should the Arrangement not proceed for any reason, the deposited certificate(s) or DRS statement(s) and other relevant documents shall be returned in accordance with the instructions in the preceding sentence. The undersigned acknowledges that the delivery of Deposited Shares pursuant to this Letter of Transmittal is irrevocable.

The undersigned acknowledges that, in accordance with the Arrangement, CAVU, the Purchaser and the Depositary shall be entitled to deduct or withhold from any consideration or amount payable or otherwise deliverable to any former CAVU Shareholders (including, without limitation, any amounts payable or deliverable to any CAVU Shareholder who has duly and validly exercised Dissent Rights in respect of the Arrangement) such amounts as CAVU, the Purchaser and the Depositary, as applicable, is required to deduct and withhold, or reasonably believe to be required to deduct and withhold, with respect to such payment or delivery under any provision of any applicable federal, provincial, state, local or foreign tax law or treaty, in each case, as amended. To the extent that amounts are so withheld, all such withheld amounts shall be treated for all purposes hereof as having been paid to the former CAVU Shareholder in respect of which such deduction and withholding was made on account of the obligation to make payment to such former CAVU Shareholder, provided that such withheld amounts are actually remitted to the appropriate taxing authority by or on behalf of CAVU, the Purchaser and the Depositary, as applicable.

The Arrangement provides that any certificate or DRS advice formerly representing Common Shares (or affidavit of loss) not duly surrendered with all other documents required under the Arrangement on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Common Shares of any kind or nature against or in CAVU or the Purchaser. On such date, all Consideration to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser, together with all entitlements to dividends, distributions and interest thereon held for such former holder.

By reason of the use by the undersigned of an English language form of Letter of Transmittal, the undersigned shall be deemed to have required that any contract evidenced by the Arrangement as accepted through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l'usage d'une lettre d'envoi en langue anglaise par le soussigné, le soussigné et les destinataires sont présumés d'avoir requis que tout contrat attesté par l'arrangement et son acceptation par cette lettre d'envoi, de même que tous les documents qui s'y rapportent, soient rédigés exclusivement en langue anglaise.

This Letter of Transmittal will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

5

COMPLETION OF THE ARRANGEMENT IS SUBJECT TO THE SATISFACTION OR WAIVER OF CERTAIN CONDITIONS. NO PAYMENT OF ANY CONSIDERATION WILL BE MADE PRIOR TO THE EFFECTIVE TIME.

BOX A

ENTITLEMENT DELIVERY

All share entitlements will be issued and mailed to your existing registration unless otherwise stated. If you would like your shares dispatched to a different address, please complete

BOX B

  • MAIL SHARES TO ADDRESS ON RECORD (DEFAULT)
  • MAIL SHARES TO A DIFFERENT ADDRESS (MUST COMPLETE BOX B)
  • HOLD SHARES FOR PICKUP AT COMPUTERSHARE TORONTO OFFICE:

Computershare Investor Services Inc.

100 University Ave, 8th Floor, Toronto ON

BOX B

MAIL ENTITLEMENT TO 3rd PARTY ADDRESS*:

  • CHECK BOX IF SAME AS EXISTING REGISTRATION (DEFAULT)

(ATTENTION NAME)

(STREET NUMBER & NAME)

(CITY AND PROVINCE/STATE)

(COUNTRY AND POSTAL/ZIP CODE)

(TELEPHONE NUMBER (BUSINESS HOURS)

(SOCIAL INSURANCE/SECURITY NUMBER)

  • THE ENTITLEMENT WILL REMAIN IN THE NAME OF THE REGISTRATION

BOX C

RESIDENCY DECLARATION

ALL CAVU SHAREHOLDERS ARE REQUIRED TO COMPLETE A RESIDENCY DECLARATION. FAILURE TO COMPLETE A RESIDENCY DECLARATION MAY RESULT IN A DELAY IN YOUR ENTITLEMENT.

The undersigned represents that:

  • The beneficial owner of the CAVU Common Shares deposited herewith is a U.S. Shareholder.
  • The beneficial owner of the CAVU Common Shares deposited herewith is not a U.S. Shareholder.

A "U.S. Shareholder" is any CAVU shareholder who is either (i) has a registered account address that is located within the United States or any territory or possession thereof, or (ii) a "U.S. person" for the United States federal income tax purposes as defined in Instruction 7 below. If you are a U.S person or acting on behalf of a U.S. person, then in order to avoid backup withholding of U.S federal income tax you must provide a complete IRS Form W-9 (enclosed) below or otherwise provide certification that the U.S. person is exempt from backup withholding, as provided in the instructions (see Part VIII). If you are not a U.S. Shareholder as defined in (ii) above, but you provide an address that is located within the United States, you must complete an appropriate Form W-8.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

CAVU Energy Metals Corp. published this content on 15 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 November 2022 22:08:52 UTC.