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Dear Quarternorth Energy Inc. (“QNE”) shareholder,
The merger between Talos Energy Inc. (“Talos”) and QNE is a taxable transaction subject to the Foreign Investment in Real Property Tax Act (“FIRPTA”).
15% Withholding
Under FIRPTA, a 15% U.S. federal withholding tax (the “FIRPTA Withholding”) generally would apply to the gross proceeds from this taxable disposition by a non-U.S. holder. In addition to non-U.S. holders, any U.S. holder who does not timely submit properly completed documentation (discussed below) will be presumed to be a non-U.S. holder and subject to FIRPTA Withholding. For this purpose, the gross proceeds subject to FIRPTA Withholding will equal the sum of the holder’s share of (i) cash proceeds and (ii) Talos shares (the “Merger Consideration”). Any FIRPTA Withholding must be reported and paid to the IRS.
Next Steps (Complete by March 15, 2024)
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U.S. holder: You can avoid FIRPTA Withholding. You will need to submit your QNE shares by completing the necessary steps on the www.ComputershareCAS.com/quarternorth website AND completing the IRS Form W-9 by March 15, 2024. If you do not complete this process prior to March 15, 2024, you will be considered a Non-U.S. holder for FIRPTA Withholding purposes and the value of your Merger Consideration will be subject to FIRPTA Withholding and submitted to the IRS. You may obtain a tax refund by filing a timely U.S. federal income tax return with the IRS. You are urged to consult with your tax advisor on the applicable tax refund procedures.
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Non-U.S. Holder: If you are a Non-U.S. holder submitting a IRS Form W-8-IMY with IRS Form W-9 shareholders, you may be able to avoid FIRPTA Withholding. You will need to submit your QNE shares by completing the necessary steps on the www.ComputershareCAS.com/quarternorth website AND completing the IRS Form W-8-IMY form by March 15, 2024. All Non-U.S. holders (including Non-U.S. holders not described above) should consult their tax advisors to determine available procedures for addressing FIRPTA Withholding. If you do not complete this process prior to March 15, 2024 you will be considered a Non-U.S. holder for FIRPTA Withholding purposes and the value of your Merger Consideration will be subject to FIRPTA Withholding and submitted to the IRS. U.S. shareholders may obtain a tax refund by filing a timely U.S. federal income tax return with the IRS. U.S. shareholders are urged to consult with their tax advisors on the applicable tax refund procedures.
You can remit any overnight mail to the following address:
Computershare
150 Royall St, Suite V
Canton, MA 02021
THE ABOVE IS NOT LEGAL OR TAX ADVICE. ALL HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF U.S. FEDERAL INCOME TAX WITHHOLDING AND FIRPTA WITHHOLDING, INCLUDING ELIGIBILITY FOR A WITHHOLDING TAX REDUCTION OR EXEMPTION, AND THE REFUND PROCEDURE.