EXHIBIT
99.1

























ANNUAL
INFORMATION FORM
 
 FOR
THE YEAR ENDED
 
 DECEMBER
31, 2008
 
 
  
  
  
  March 17,
2009
  
  TABLE OF CONTENTSGLOSSARY
      OF TERMS
                1Conventions
                4Abbreviations
                4Conversion
                4SPECIAL
      NOTE REGARDING FORWARD LOOKING STATEMENTS
                5PRESENTATION
      OF OIL AND GAS RESERVES AND PRODUCTION INFORMATION
                6NON-GAAP
      MEASURES
                6VERMILION
      ENERGY TRUST
                7General
                7Organizational
      Structure of the Trust
                7Summary
      Description of the Business
                8History
      of Vermilion
                9NARRATIVE
      DESCRIPTION OF THE BUSINESS
                10Stated
      Business Objectives
                10Description
      of Properties
                10STATEMENT
      OF RESERVES DATA AND OTHER OIL AND GAS INFORMATION
                11Reserves
      and Future Net Revenue
                11Reconciliations
      of Changes in Reserves
                15Undeveloped
      Reserves
                16Timing
      of Initial Undeveloped Reserves Assignment
                16Future
      Development Costs
                17Oil
      and Gas Properties and Wells
                18Costs
      Incurred
                18Exploration
      and Development Activities
                19Properties
      with No Attributed Reserves
                20Abandonment
      and Reclamation Costs
                20Tax
      Information
                21Production
      Estimates
                22Production
      History
                22Marketing
                24ADDITIONAL
      INFORMATION RESPECTING VERMILION ENERGY TRUST
                24Trust
      Units
                24Special
      Voting Rights
                24Unitholders'
      Limited Liability
                25Issuance
      of Trust Units
                25Cash
      Distributions
                25Redemption
      Right
                26Non-Resident
      Unitholders
                26Meetings
      of Unitholders
                27Trustee
                27Delegation
      of Authority, Administration and Trust Governance
                27Amendments
      to the Trust Indenture
                28Takeover
      Bid
                28Termination
      of the Trust
                28Reporting
      to Unitholders
                28Distribution
      Reinvestment Plan
                29Unitholder
      Rights Plan
                29ADDITIONAL
      INFORMATION RESPECTING VERMILION RESOURCES LTD.
                33Management
      of Vermilion
                33




- ii -







AUDIT
      COMMITTEE MATTERS
                35Audit
      Committee Charter
                35Composition
      of the Audit Committee
                35External
      Audit Service Fees
                36Vermilion
      Share Capital
                36Voting
      and Exchange Trust Agreement
                40Support
      Agreement
                41Notes
                42Royalty
      Agreement
                43MARKET
      FOR PRICE RANGE AND TRADING VOLUME OF SECURITIES
                43CONFLICTS
      OF INTEREST
                44INTEREST
      OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
                44LEGAL
      PROCEEDINGS
                44MATERIAL
      CONTRACTS
                44INTERESTS
      OF EXPERTS
                44TRANSFER
      AGENT AND REGISTRAR
                44RISK
      FACTORS
                44Reserve
      Estimates
                44Volatility
      of Oil and Natural Gas Prices
                45Changes
      in Legislation
                45Competition
                45Operational
      Matters
                46Environmental
      Concerns
                46Kyoto
      Protocol
                46Debt
      Service
                46Delay
      in Cash Distributions
                47Taxation
                47Changes
      in Income Tax Laws
                47Depletion
      of Reserves
                47Net
      Asset Value
                47Return
      of Capital
                48Nature
      of Trust Units
                48Unitholders
      Limited Liability
                48Statutory
      Remedies
                48Variations
      in Interest Rates and Foreign Exchange Rates
                49Mutual
      Fund Trust Status
                49Increase
      in Operating Costs or Decline in Production Level
                49Acquisition
      Assumptions
                49Additional
      Financing
                49Potential
      Conflicts of Interest
                49GAAP
      Adjustments
                50Market
      Accessibility
                50ADDITIONAL
      INFORMATION
                50SCHEDULE
      "A"
                  REPORT
      ON RESERVES DATA BY INDEPENDENT QUALIFIED RESERVES EVALUATOR OR
      AUDITOR
                  (FORM
      51-101F2)
                51SCHEDULE
      "B"
                  REPORT
      OF MANAGEMENT AND DIRECTORS ON OIL AND GAS DISCLOSURE
      (FORM  51-101F3)
                52SCHEDULE
      "C"
                  AUDIT
      COMMITTEE TERMS OF REFERENCE
                53




- iii -









GLOSSARY
OF TERMS
 
 The
following are defined terms used in this Annual Information Form:
 
 "ABCA" means the Business Corporations Act(Alberta), R.S.A. 2000, c. B-9, as amended, including the regulations
promulgated thereunder;
 
 “AGCA”means Alberta Gas Cost
Allowance;
 
 "affiliate" when used to
indicate a relationship with a person or company, has the same meaning as set
forth in the Securities Act(Alberta);
 
 "Arrangement"means the plan of
arrangement under the ABCA involving the Trust, Vermilion Resources Ltd., Clear
Energy Inc. and Vermilion Acquisition Ltd., which was completed on January 22,
2003;
 
 "board of directors" or "board" means the board of
directors of Vermilion;
 
 "control" means, with respect
to control of a body corporate by a person, the holding (other than by way of
security) by or for the benefit of that person of securities of that body
corporate to which are attached more than 50% of the votes that may be cast to
elect directors of the body corporate (whether or not securities of any other
class or classes shall or might be entitled to vote upon the happening of any
event or contingency) provided that such votes, if exercised, are sufficient to
elect a majority of the board of directors of the body corporate;
 
 "Current Market Price of a Trust
Unit" means, in respect of a Trust Unit on any date, the weighted average
trading price of the Trust Units on the TSX on that date and the nine trading
days preceding that date, or, if the Trust Units are not then listed on the TSX,
on such other stock exchange or automated quotation system on which the Trust
Units are listed or quoted, as the case may be, as may be selected by the board
of directors of Vermilion for such purpose; provided, however, that if in the
opinion of the board of directors of Vermilion the public distribution or
trading activity of Trust Units for that period does not result in a weighted
average trading price which reflects the fair market value of a Trust Unit, then
the Current Market Price of a Trust Unit shall be determined by the board of
directors of Vermilion, in good faith and in its sole discretion, and provided
further that any such selection, opinion or determination by such board of
directors shall be conclusive and binding and for the purposes of this
definition, the weighted average trading price shall be determined by dividing
(a) the aggregate dollar trading value of all Trust Units sold on the TSX
(or other stock exchange or automated quotation system, if applicable) over the
applicable ten trading days by (b) the total number of Trust Units sold on
such stock exchange or system during such period;
 
 "Distributable Cash" means all
amounts available for distribution during any applicable period to holders of
Trust Units;
 
 "Distribution" means a
distribution paid by the Trust in respect of the Trust Units, expressed as an
amount per Trust Unit;
 
 "Distribution Payment Date"means any date that Distributable Cash is distributed to Unitholders,
generally being the 15th day of the calendar month following any Distribution
Record Date;
 
 "Distribution Record Date"
means the last day of each calendar month or such other date as may be
determined from time to time by the Trustee, except that December 31 shall in
all cases be a Distribution Record Date;
 
 "DRIP Plan" means the
Distribution Reinvestment Plan adopted by the Trust;
 
 "Exchangeable Shares" means the
Series A exchangeable shares in the capital of Vermilion;
 
 "Exchangeable Share Provisions"
means the rights, privileges, restrictions and conditions attaching to the
Exchangeable Shares;




2008
      Annual Information Form – Vermilion Energy Trust
                1









"Exchange Ratio" means the
exchange ratio used to determine the number of Trust Units a holder of
Exchangeable Shares is entitled to receive upon an exchange of Exchangeable
Shares which, in respect of each Exchangeable Share, was initially equal to one
upon completion of the Arrangement, and shall be cumulatively adjusted
thereafter by: (a) increasing the Exchange Ratio on each Distribution
Payment Date by an amount, rounded to the nearest five (5) decimal places,
equal to a fraction having as its numerator the product of the Exchange Ratio
immediately prior to the applicable Distribution Payment Date and the
Distribution, expressed as an amount per Trust Unit, paid on that Distribution
Payment Date, and having as its denominator the Current Market Price of a Trust
Unit on the last business day prior to that Distribution Payment Date; and
(b) decreasing the Exchange Ratio on each record date for the payment of
dividends to holders of Exchangeable Shares by Vermilion, if any, by an amount,
rounded to the nearest five (5) decimal places, equal to a fraction having as
its numerator the amount of the dividend payable to holders of Exchangeable
Shares, expressed as an amount per Exchangeable Share, and having as its
denominator the Current Market Price of a Trust Unit on the date that is the
last business day prior to that dividend record date.  The Exchange
Ratio shall also be adjusted in the event of certain other reorganizations or
distributions in respect of the Trust Units as necessary on an economic
equivalency basis as further described in the Exchangeable Share
Provisions;
 
 “GAAP” means Canadian
Generally Accepted Accounting Principles;
 
 "GLJ" means GLJ Petroleum
Consultants Ltd., independent petroleum engineering consultants of Calgary,
Alberta;
 
 "GLJ Report" means the
independent engineering evaluation of certain oil, NGL and natural gas interests
of the Trust prepared by GLJ dated February 12, 2009 and effective December 31,
2008;
 
 "Income Tax Act" or "Tax Act" means the Income Tax Act (Canada),
R.S.C. 1985, c. 1. (5th Supp.), as amended, including the regulations
promulgated thereunder;
 
 "Insolvency Event" means the
institution, by Vermilion, of any proceeding to be adjudicated to be a bankrupt
or insolvent or to be wound up, or the consent of Vermilion to the institution
of bankruptcy, dissolution, insolvency or winding-up proceedings against it, or
the filing of a petition, answer or consent seeking dissolution or winding-up
under any bankruptcy, insolvency or analogous laws, including without limitation
the Companies
Creditors' Arrangement
Act(Canada) and the Bankruptcy and Insolvency Act(Canada), and the failure by Vermilion to contest in good faith any such
proceedings commenced in respect of Vermilion within fifteen (15) days of
becoming aware thereof, or the consent by Vermilion to the filing of any such
petition or to the appointment of a receiver, or the making by Vermilion of a
general assignment for the benefit of creditors, or the admission in writing by
Vermilion of its inability to pay its debts generally as they become due, or
Vermilion not being permitted, pursuant to solvency requirements of applicable
law, to redeem any retracted Exchangeable Shares pursuant to the Exchangeable
Share Provisions;
 
 "Meeting" means the annual and
special meeting of Unitholders of the Trust to be held on May 8, 2009 (or, if
adjourned, such other date on which the meeting is held);
 
 "Non-Resident" means (a) a
person who is not a resident of Canada for the purposes of the Tax Act; or
(b) a partnership that is not a Canadian partnership for the purposes of
the Tax Act;
 
 "Notes" means the unsecured,
subordinated notes issued by Vermilion under the Arrangement;
 
 "Partnership" means Vermilion
Resources, the partners of which are Vermilion and its wholly-owned subsidiary
1209963 Alberta Ltd.;
 
 "Permitted Investments" means
(a) obligations issued or guaranteed by the government of Canada or any
province of Canada or any agency or instrumentality thereof, (b) term
deposits, guaranteed investment certificates, certificates of deposit or
bankers' acceptances of or guaranteed by any Canadian chartered bank or other
financial institutions the short-term debt or deposits of which have been rated
at least A or the equivalent by Standard & Poor's Corporation, Moody's
Investors Service, Inc. or DBRS Limited, and (c) commercial paper rated at
least A or the equivalentby DBRS Limited, in
each case maturing within 180 days after the date of acquisition;
 
 "Pro Rata Share" of any
particular amount in respect of a Unitholder at any time shall be the product
obtained by multiplying the number of Trust Units that are owned by that
Unitholder at that time by the quotient obtained when such a number is divided
by the total number of all Trust Units that are issued and outstanding at that
time;
  2008
      Annual Information Form – Vermilion Energy Trust
                    2




"Royalty" means the royalty
granted under the Royalty Agreement commencing February 1, 2003, entitling
the Trust to approximately 99% of the net cash flow generated from the present
and future oil and natural gas interests, rights and related tangibles of the
Partnership after certain costs, expenditures and deductions;
 
 "Royalty Agreement" means the
amended royalty agreement between the Partnership, Vermilion, 1209963 Alberta
Ltd. and the Trust dated January 22, 2003 providing for the creation of the
Royalty;
 
 "Special Resolution" means a
resolution proposed to be passed as a special resolution at a meeting of
Unitholders and passed by the affirmative votes of the holders of not less than
66 2/3% of the Trust Units represented at the meeting and voted on a poll upon
such resolution;
 
 "Special Voting Right" means
the special voting right of the Trust, issued and certified under the Trust
Indenture for the time being outstanding and entitled to the benefits and
subject to the limitations set forth therein;
 
 "Subsequent Investment" means
those investments which the Trust is permitted to make pursuant to the Trust
Indenture;
 
 "Subsidiary" means, in relation
to any person, any body corporate, partnership, joint venture, association or
other entity of which more than 50% of the total voting power of shares or units
of ownership or beneficial interest entitled to vote in the election of
directors (or members of a comparable governing body) is owned or controlled,
directly or indirectly, by such person;
 
 "Support Agreement" means the
support agreement entered into between the Trust and Vermilion Acquisition Ltd.
(prior to its amalgamation with Vermilion) on January 16,
2003;
 
 "Trust" means Vermilion Energy
Trust, a trust established under the laws of Alberta pursuant to the Trust
Indenture;
 
 "Trustee" means Computershare
Trust Company of Canada, the initial trustee of the Trust, or such other
trustee, from time to time, of the Trust;
 
 "Trust Indenture" means the amended
and restated trust indenture dated as of January 15, 2003 between
Computershare Trust Company of Canada and Vermilion;
 
 "Trust Subsidiary" means
Vermilion Resources Ltd., 1209963 Alberta Ltd., 1209974 Alberta Ltd., Vermilion
Rep S.A.S., Vermilion Resources (Partnership), Vermilion Oil & Gas
Netherlands B.V. and Vermilion Oil & Gas Australia Pty Ltd.;
 
 "Trust Unit" or "Unit" means a unit of the
Trust issued by the Trust;
 
 "Trust Unit Award Plan" means the
Trust Unit Award Incentive Plan of the Trust;
 
 "TSX" means TSX Inc., carrying
on business as the Toronto Stock Exchange;
 
 "Unitholder Rights Plan
Agreement" means the Unitholder Rights Plan Agreement dated May 5, 2006
between the Trust and Computershare Trust Company of Canada establishing the
Unitholder Rights Plan of the Trust;
 
 "Unitholders" means holders
from time to time of the Trust Units;
 
 "Unit Rights Incentive Plan"
means the Unit Rights Incentive Plan of the Trust;
 
 "Verenex" means Verenex Energy
Inc., a publicly traded oil and natural gas exploration and production
company;
 
 "Vermilion" means Vermilion
Resources Ltd.;
 
 "Voting and Exchange Agreement
Trustee" means Computershare Trust Company of Canada, the initial trustee
under the Voting and Exchange Trust Agreement, or such other trustee, from time
to time appointed thereunder; and
 
 "Voting and Exchange Trust
Agreement" means the voting and exchange trust agreement entered into on
January 16, 2003 between the Trust, Vermilion Acquisition Ltd. (prior to
its amalgamation with Vermilion) and the Voting and Exchange Agreement
Trustee.




2008
      Annual Information Form – Vermilion Energy Trust
                  3









Conventions
 
 Unless
otherwise indicated, references herein to "$" or "dollars" are to Canadian
dollars.  All financial information herein has been presented in
Canadian dollars in accordance with generally accepted accounting principles in
Canada.
 
 Abbreviations
  Oil
      and Natural Gas LiquidsBbl
                              barrelMbbl
                              thousand
      barrelsBbl/d
                              barrels
      per dayNGL
                              natural
      gas liquidsNatural
      GasMcf
                              thousand
      cubic feetMMcf
                              million
      cubic feetMcfpd
                              thousand
      cubic feet per dayMMcfpd
                              million
      cubic feet per dayMMBtu
                              million
      British Thermal UnitsOtherAPI
                              American
      Petroleum Institute°API
                              An
      indication of the specific gravity of crude oil measured on the API
      gravity scale.Liquid
      petroleum with a specified gravity of 28 °API or higher is generally
      referred to as light crude oilboe
                              barrel
      of oil equivalent of natural gas and crude oil on the basis of 1 boe for 6
      (unless otherwise stated) Mcf of natural gas (this conversion factor is an
      industry accepted norm and is not based on either energy content or
      current prices)bopd
                              barrel
      of oil equivalent per day$M
                              thousand
      dollars$MM
                              million
      dollarsMboe
                              1,000
      barrels of oil equivalentMMboe
                              million
      barrels of oil equivalentWTI
                              West
      Texas Intermediate, the reference price paid in U.S. dollars at Cushing,
      Oklahoma for crude oil ofstandard
      grade




Conversion 
 The
following table sets forth certain standard conversions from Standard Imperial
Units to the International System of Units (or metric units).
  To
      Convert From
                    To
                    Multiply
      ByMcf
                    Cubic
      metres
                    28.174Cubic
      metres
                    Cubic
      feet
                    35.494Bbls
                    Cubic
      metres
                    0.159Cubic
      metres
                    Bbls
      oil
                    6.290Feet
                    Metres
                    0.305Metres
                    Feet
                    3.281Miles
                    Kilometres
                    1.609Kilometres
                    Miles
                    0.621Acres
                    Hectares
                    0.405Hectares
                    Acres
                    2.471




2008
      Annual Information Form – Vermilion Energy Trust
                    4









SPECIAL
NOTE REGARDING FORWARD LOOKING STATEMENTS
 
 Certain
statements included or incorporated by reference in this annual information form
may constitute forward-looking statements under applicable securities
legislation.  Forward-looking statements or information typically
contain statements with words such as "anticipate", "believe", "expect", "plan",
"intend", "estimate", "propose", or similar words suggesting future outcomes or
statements regarding an outlook.  Forward looking statements or
information in this annual information form may include but are not limited to
capital expenditures, business strategy and objectives, reserve quantities and
the discounted present value of future net cash flows from such reserves, net
revenue, future production levels, exploration plans, development plans,
acquisition and disposition plans and the timing thereof, operating and other
costs, and royalty rates.
 
 Such
forward-looking statements or information are based on a number of assumptions
which may prove to be incorrect.  In addition to any other assumptions
identified in this annual information form, assumptions have been made
regarding, among other things:
 
 ·
              the
      ability of the Trust to obtain equipment, services and supplies in a
      timely manner to carry out its activities in Canada and
      internationally;
 ·
              the
      ability of the Trust to market oil and natural gas successfully to current
      and new customers;
 ·
              the
      timing and costs of pipeline and storage facility construction and
      expansion and the ability to secure adequate product
      transportation;
 ·
              the
      timely receipt of required regulatory
approvals;
 ·
              the
      ability of the Trust to obtain financing on acceptable
    terms;
 ·
              currency,
      exchange and interest rates; and
 ·
              future
      oil and gas prices.
 
 Although
the Trust believes that the expectations reflected in such forward-looking
statements or information are reasonable, undue reliance should not be placed on
forward looking statements because the Trust can give no assurance that such
expectations will prove to be correct.  Forward-looking statements or
information are based on current expectations, estimates and projections that
involve a number of risks and uncertainties which could cause actual results to
differ materially from those anticipated by the Trust and described in the
forward looking statements or information.  These risks and
uncertainties include but are not limited to:
 
 ·
              the
      ability of management to execute its business
  plan;
 ·
              the
      risks of the oil and gas industry both domestically and internationally,
      such as operational risks in exploring for, developing and producing crude
      oil and natural gas and market
demand;
 ·
              risks
      and uncertainties involving geology of oil and gas
    deposits;
 ·
              risks
      inherent in the Trust's marketing operations, including credit
      risk;
 ·
              the
      uncertainty of reserves estimates and reserves
  life;
 ·
              the
      uncertainty of estimates and projections relating to production, costs and
      expenses;
 ·
              potential
      delays or changes in plans with respect to exploration or development
      projects or capital expenditures;
 ·
              the
      Trust's ability to enter into or renew
leases;
 ·
              fluctuations
      in oil and gas prices, foreign currency exchange rates and interest
      rates;
 ·
              health,
      safety and environmental risks;
 ·
              uncertainties
      as to the availability and cost of
financing;
 ·
              the
      ability of the Trust to add production and reserves through development
      and exploration activities;
 ·
              general
      economic and business conditions;
 ·
              the
      possibility that government policies or laws may change or governmental
      approvals may be delayed or
withheld;
 ·
              uncertainty
      in amounts and timing of royalty
payments;
 ·
              risks
      associated with existing and potential future law suits and regulatory
      actions against the Trust; and
 ·
              other
      risks and uncertainties described elsewhere in this annual information
      form or in the Trust's other filings with Canadian securities
      authorities.
 
 The
forward-looking statements or information contained in this annual information
form are made as of the date hereof and the Trust undertakes no obligation to
update publicly or revise any forward-looking statements or information, whether
as a result of new information, future events or otherwise, unless required by
applicable securities laws.




2008
      Annual Information Form – Vermilion Energy Trust
            5









PRESENTATION
OF OIL AND GAS RESERVES AND PRODUCTION INFORMATION
 
 All oil
and natural gas reserve information contained in this annual information form
has been prepared and presented in accordance with National Instrument 51-101
Standards of Disclosure for
Oil and Gas Activities ("NI 51-101").  The actual oil and
natural gas reserves and future production will be greater than or less than the
estimates provided in this annual information form.  The estimated
future net revenue from the production of the disclosed oil and natural gas
reserves does not represent the fair market value of these
reserves.  The Trust has adopted the standard of 6 Mcf:1 boe when
converting natural gas to barrels of oil equivalent.  Boes may be
misleading, particularly if used in isolation.  A boe conversion ratio
of 6 Mcf:1 boe is based on an energy equivalency conversion method primarily
applicable at the burner tip and does not represent a value equivalency at the
wellhead.
 
 NON-GAAP
MEASURES
 
 This
annual information form includes non-GAAP measures as further described
herein.  These measures do not have standardized meanings prescribed
by GAAP and therefore may not be comparable with the calculations of similar
measures for other entities.
 
 “Cash
distributions per unit” represents actual cash distributions paid per unit by
the Trust during the relevant periods.
 
 “Cash
distributions net” is calculated as actual cash distributions paid or payable
for a given period.  Cash distributions are reviewed by management and
are also assessed as a percentage of fund flows from operations to analyze how
much of the cash that is generated by the Trust is being used to fund
distributions.




2008
      Annual Information Form – Vermilion Energy Trust
              6




VERMILION
ENERGY TRUST
 
 General
 
 Vermilion
Energy Trust is an open-end unincorporated investment trust governed by the laws
of the Province of Alberta and formed on December 16, 2002 pursuant to the Trust
Indenture.  The head and principal office of the Trust is located at
Suite 2800, 400 - 4th Avenue,
S.W., Calgary, Alberta, T2P 0J4.
 
 Organizational
Structure of the Trust
 
 The
following diagram describes the intercorporate relationships among the Trust and
each of its material subsidiaries (and Verenex Energy Inc.) as at December 31,
2008, where each principal subsidiary was incorporated or formed, the percentage
of votes attaching to all voting securities of each subsidiary beneficially
owned by Vermilion, as well as the flow of cash from the oil and gas properties
held by such subsidiaries to the Trust, and from the Trust to the
Unitholders.  Reference should be made to the appropriate sections of
this annual information form for a complete description of the structure of the
Trust.







Notes:(1)
                The
      Unitholders own 100% of the Trust Units.(2)
                Cash
      distributions are made to Unitholders monthly based on the Trust's cash
      flow.(3)
                Cash
      flow represents payments made by Vermilion to the Trust in respect of
      principal and interest payments on the Notes.  In addition to
      such payments, dividends may also be paid on the common shares of
      Vermilion.(4)
                Cash
      flow represents payments made by the Partnership under the Royalty
      Agreement.(5)
                The
      Trust will invest funds raised through any subsequent issuance of Trust
      Units in additional securities of Vermilion to enable Vermilion to make
      capital expenditures.  In addition, the Trust may reinvest a
      portion of the income received from Vermilion as well as any repayments of
      principal on the Notes in securities of Vermilion to enable Vermilion to
      make capital
expenditures.




2008
      Annual Information Form – Vermilion Energy Trust
              7









Summary
Description of the Business
 
 Vermilion Energy
Trust
 
 The Trust
was established to acquire and hold, directly and indirectly, interests in
petroleum and natural gas properties.  Cash flow from the properties
flows from Vermilion to the Trust by way of interest payments and principal
repayments on the Notes and dividends declared on the common shares of
Vermilion, and from the Partnership to the Trust by way of royalty payments
under the Royalty Agreement.  Under the terms of the Trust Indenture,
the Trust is also entitled to:
 
 (a)
              acquire
      or invest in securities of Vermilion and in the securities of any other
      entity including without limitation, bodies corporate, partnerships or
      trusts, and borrowing funds or otherwise obtaining credit for that
      purpose;
 
 (b)
              acquire
      royalties in respect of Canadian resource properties as defined in the Tax
      Act and making any deferred royalty purchase payments which may be
      required with respect to such royalties; provided however that in no event
      shall the Trust invest in any royalties which constitute an interest in
      land or a covenant running with the properties with respect to which such
      royalties relate;
 
 (c)
              dispose
      of any part of the property of the Trust, including, without limitation,
      any securities of Vermilion;
 
 (d)
              temporarily
      hold cash and investments for the purposes of paying the expenses and the
      liabilities of the Trust, making other Permitted Investments as
      contemplated by the Trust Indenture, paying amounts payable by the Trust
      in connection with the redemption of any Trust Units, and making
      distributions to Unitholders; and
 
 (e)
              pay
      costs, fees and expenses associated with the foregoing purposes or
      incidental thereto.
 
 The
Trustee is prohibited from acquiring any investment which would result in
the Trust not being considered either a "unit trust" or a "mutual fund trust"
for purposes of the Tax Act.
 
 The
Trustee may declare payable to the Unitholders all or any part of the net income
of the Trust.  It is currently anticipated that the only income to be
received by the Trust will be from the interest received on the principal amount
of Notes, royalty income pursuant to the Royalty Agreement, and dividends on the
common shares of Vermilion.   The Trust currently makes monthly
cash distributions to Unitholders of the interest income earned from the Notes,
income earned under the Royalty Agreement and dividends received on the common
shares of Vermilion, after expenses, if any, and any cash redemptions of Trust
Units.
 
 Unitholders
receive monthly distributions of the cash flow generated by Vermilion and
distributed to Unitholders through the Trust.  The Trust currently
employs a strategy which: (i) provides Unitholders with a competitive
annual cash on cash yield through monthly cash distributions, (ii) ensures
that Vermilion's existing assets are maintained at a level that provides
sustainable ongoing cash flow, and (iii) continues to expand the business
of the Trust through the development of growth opportunities that are intended
to provide long-term stable cash flows and be accretive to the existing
Unitholders.  The Trust intends to finance acquisitions through bank
financing and the issuance of additional Trust Units from treasury, while
maintaining prudent leverage.
 
 Vermilion Resources
Ltd.
 
 Vermilion
Resources Ltd. was incorporated under the ABCA on November 23,
1993.  On January 1, 2003, Vermilion amalgamated with its
wholly-owned subsidiary, 973675 Alberta Ltd. and on January 15, 2003,
Vermilion amalgamated with its wholly-owned subsidiaries, Big Sky Resources
Inc., Vermilion Gas Marketing Inc. and 962134 Alberta Ltd.  On
January 22, 2003, Vermilion was amalgamated with Vermilion Acquisition Ltd.
pursuant to the Arrangement.
 
 The Trust
is the sole holder of Vermilion common shares.  Certain former
shareholders of Vermilion own Exchangeable Shares of Vermilion in accordance
with the elections made by such holders under the
Arrangement.  Vermilion continues to carry on an oil and natural gas
business similar to that carried on by Vermilion prior to the Arrangement
becoming effective.
 
 The head
office of Vermilion is located at Suite 2800, 400 – 4th Avenue
S.W., Calgary, Alberta, T2P 0J4 and its registered office is located at
Suite 3700, 400 – 3rd Avenue
S.W., Calgary, Alberta, T2P 4H2.


2008
      Annual Information Form – Vermilion Energy Trust
                8









History
of Vermilion
 
 The
following describes the development of Vermilion's business over the last three
completed financial years.
 
 On July
10, 2006, the Trust, through its France subsidiary, acquired an 89.886% interest
in Esso Rep, from Esso SAF, a subsidiary of Exxon Mobil
Corporation.  On July 12, 2006, the Trust acquired the remaining
10.114% interest in Esso Rep from another party resulting in an ownership
interest of 100%.
 
 On June
20, 2007, Vermilion completed the acquisition of a 40% interest in the Offshore
Wandoo Field.  The purchase price, exclusive of the acquired working
capital deficiency, was $117.9 million.  The transaction added
approximately 3,000 bopd.
 
 On January
31, 2008, Vermilion closed the acquisition of a package of producing assets in
the Drayton Valley area for $47 million.
 
 On
February 24, 2009, Verenex entered into an agreement whereby a wholly-owned
subsidiary of CNPC International Ltd. ("CNPCI") has agreed to offer to acquire
all of the outstanding common shares of Verenex by way of a take-over bid for
$10.00 per share.  The transaction is subject to certain conditions
precedent for the benefit of CNPCI.  The Trust has entered into a
lock-up agreement with CNPCI, whereby the Trust has agreed to tender its
18,760,540 Verenex shares, representing 42.4% of the total outstanding common
shares of Verenex, into CNPCI's offer. The lock-up agreement contains customary
provisions prohibiting the Trust from disposing of its Verenex shares and from
soliciting any other acquisition proposals.  An Independent Committee
of the board of directors of Vermilion has reviewed the lock-up agreement and
recommended that the Trust enter into the agreement.
 
 As at
January 31, 2009, Vermilion had 292 full time employees of which 134 employees
were located in its head office, 26 employees in its Canadian field offices, 93
employees in France, 17 employees in the Netherlands and 22 employees in
Australia.




2008
      Annual Information Form – Vermilion Energy Trust
                9









NARRATIVE
DESCRIPTION OF THE BUSINESS
 
 Stated
Business Objectives
 
 Vermilion
is actively engaged in the business of oil and natural gas exploitation,
development, acquisition and production in Canada, France, the Netherlands and
Australia.  Vermilion's business plan is to maximize returns to the
Trust from its oil and natural gas properties and related
assets.  Where possible, Vermilion will seek to expand its reserve
base through the selective addition of high-quality, long-life reserves with low
risk development opportunities.
 
 In
reviewing potential participations or acquisitions, Vermilion will consider a
number of factors, including: (a) the present value of the future revenue
from such properties from the proved producing, total proved and proved plus
probable reserves; (b) the amount of potential for additional reservoir
development; (c) whether sufficient infrastructure exists in the prospect
to provide for increased activity; (d) the cost of any potential
development; (e) investments in properties that exhibit medium to long life
reserves and stable production base; and (f) the ability of Vermilion to
enhance the value of acquired properties through additional exploitation efforts
and additional development drilling.  The board of directors of
Vermilion may, in its discretion, approve asset or corporate acquisitions or
investments that do not conform to these guidelines based upon the board's
consideration of the qualitative aspects of the subject properties including
risk profile, technical upside, reserve life, asset quality and the Trust's
business prospects.
 
 Description
of Properties
 
 The
following is a description of the oil and natural gas properties, plants,
facilities and installations in which Vermilion has an interest and that are
material to Vermilion's operations and exploration activities.  The
production numbers stated refer to Vermilion's working interest share before
deduction of Crown, freehold and other royalties.  Reserve amounts are
stated, before deduction of royalties, as at December 31, 2008, based on
forecast cost and price assumptions as evaluated in the GLJ Report.
 
 Canada
Assets
 
 Vermilion’s
production in Canada is located primarily in three areas, all in Alberta:
Drayton Valley, Slave Lake and Central Alberta.  Vermilion’s main
producing gas areas are Drayton Valley and Central Alberta, while Slave Lake is
the main oil producing area.
 
 In Canada,
Vermilion holds an average working interest of 69% in 378,826 (261,485 net)
acres of developed land, 541 (349 net) producing natural gas wells and 480 (310
net) producing oil wells as at December 31, 2008.  Vermilion operates
four natural gas plants and has an ownership interest in a fifth, resulting in
combined gross processing capacity of over 90 MMcfpd.  In addition,
Vermilion has treating capacity of over 15,000 Bbl/d of oil in five oil
batteries.
 
 For the
year ended December 31, 2008, production in Canada averaged approximately 51.2
MMcfpd of natural gas and 4,172 Bbl/d of oil and NGL.
 
 The GLJ
Report assigned 29,264 Mboe of total proved reserves and 44,720 Mboe of proved
plus probable reserves to Vermilion's properties located in Canada as at
December 31, 2008.
 
 France
Assets
 
 Vermilion's
main producing areas in France are located in the Aquitaine Basin which is
southwest of Bordeaux, France and in the Paris Basin, located just east of
Paris. Vermilion's assets in France are primarily oil producing
properties.  The two major fields in the Paris Basin area are
Champotran and Chaunoy.  The two major fields in the Aquitaine Basin
are Parentis and Cazaux.  Vermilion holds an 74% working interest in
163,884 acres of developed land in the Aquitaine and Paris
Basins.  Vermilion had 243 (193 net) producing oil wells in France as
at December 31, 2008.
 
 For the
year ended December 31, 2008, production in France averaged approximately 8,514
Bbl/d of oil and 1.2 MMcfpd of natural gas.
 
 The GLJ
Report assigned 30,031 Mboe of total proved reserves and 45,990 Mboe of proved
plus probable reserves to Vermilion's properties located in France.  2008
      Annual Information Form – Vermilion Energy Trust
                    10




Netherlands
Assets
 
 Vermilion's
Netherlands assets consist of six onshore concessions and one offshore
concession located in the northern part of the country.  Production
consists solely of natural gas with a small amount of related
condensate.  The assets include three gas treatment
centres.  Vermilion holds an approximate 64% working interest over the
seven concessions in 456,675 (293,095 net) acres of developed land and 57 (46
net) producing gas wells as at December 31, 2008.
 
 For the
year ended December 31, 2008, Vermilion's production in the Netherlands averaged
24 Bbl/d of NGL and 27.2 MMcfpd of natural gas.
 
 The GLJ
Report assigned 6,945 Mboe of total proved reserves and 10,853 Mboe of proved
plus probable reserves to Vermilion's properties located in the
Netherlands.
 
 Australia
Assets
 
 Vermilion's
Australia assets consist of a 100% operated interest in an offshore field
located on Western Australia's northwest shelf.  Production consists
solely of oil.  Vermilion holds a 100% working interest in the Wandoo
block, which is comprised of 241.1 square kilometres and is considered a
production license.  All acreage therefore is classified as
producing.
 
 For the
year ended December 31, 2008, Vermilion's production in the Australia averaged
6,773 Bbl/d of oil.
 
 The GLJ
Report assigned 15,933 Mboe of total proved reserves and 22,563 Mboe of proved
plus probable reserves to Vermilion's properties located in
Australia.
 
 STATEMENT
OF RESERVES DATA AND OTHER OIL AND GAS INFORMATION
 
 Reserves
and Future Net Revenue
 
 The
following is a summary of the oil and natural gas reserves and the value of
future net revenue of Vermilion as evaluated by GLJ.  Pricing used in
the forecast price evaluations is set forth in the notes to the
tables.
 
 Information
contained in this section is effective December 31, 2008 unless otherwise
stated.  The reserves information was prepared on February 12,
2009.
 
 All
evaluations of future net production revenue set forth in the tables below are
stated after overriding and lessor royalties, Crown royalties, freehold
royalties, mineral taxes, direct lifting costs, normal allocated overhead and
future capital investments, including abandonment and reclamation
obligations.  It
should not be assumed that the discounted future net production revenue
estimated by the GLJ Report represents the fair market value of the
reserves.  Other assumptions relating to the costs, prices for future
production and other matters are included in the GLJ Report.  There is
no assurance that the future price and cost assumptions used in the GLJ Report
will prove accurate and variances could be material.
 
 Reserves
for Canada, France, the Netherlands and Australia are established using
deterministic methodology.  Total proved reserves are established at
the 90 percent probability (P90) level.  There is a 90 percent
probability that the actual reserves recovered will be equal to or greater than
the P90 reserves.  Total proved plus probable reserves are established
at the 50 percent probability (P50) level.  There is a 50 percent
probability that the actual reserves recovered will be equal to or greater than
the P50 reserves.
 
 Vermilion
accounts for its investment in Verenex using the equity
method.  Verenex does not have any reportable reserves other than a
gross overriding royalty on certain properties of Vermilion which is immaterial
to Vermilion.
 
 The Report
on Reserves Data by Independent Qualified Reserves Evaluator in Form 51-101F2
and the Report of Management and Directors on Oil and Gas Disclosure in Form
51-101F3 are contained in Schedules "A" and "B", respectively.
 
 The
following tables provide reserves data and a breakdown of future net revenue by
component and production group using forecast prices and costs.  For
Canada, the tables following include AGCA.
 
 The
following tables may not total due to rounding.


2008
      Annual Information Form – Vermilion Energy Trust
                  11




Oil
and Gas Reserves - Based on Forecast Prices and Costs(8)




Light
      and Medium Oil
                                              
                                              
                                              Natural
      Gas
                                              
                                              
                                              Natural
      Gas LiquidsGross(1)
                                              
                                              
                                              Net(1)
                                              
                                              
                                              Gross(1)
                                              
                                              
                                              Net(1)
                                              
                                              
                                              Gross(1)
                                              
                                              
                                              Net(1)(Mbbl)
                                              
                                              
                                              (Mbbl)
                                              
                                              
                                              (MMcf)
                                              
                                              
                                              (MMcf)
                                              
                                              
                                              (Mbbl)
                                              
                                              
                                              (Mbbl)Proved
      Developed Producing(2)(5)Canada
                                              
                                              
                                              6,726
                                              
                                              
                                              
                                              5,955
                                              
                                              
                                              
                                              85,676
                                              
                                              
                                              
                                              73,154
                                              
                                              
                                              
                                              2,705
                                              
                                              
                                              
                                              1,797France
                                              
                                              
                                              26,211
                                              
                                              
                                              
                                              23,944
                                              
                                              
                                              
                                              2,019
                                              
                                              
                                              
                                              1,873
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Netherlands
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              41,394
                                              
                                              
                                              
                                              41,394
                                              
                                              
                                              
                                              46
                                              
                                              
                                              
                                              46Australia
                                              
                                              
                                              15,933
                                              
                                              
                                              
                                              15,933
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Total
      Proved Developed Producing
                                              
                                              
                                              48,871
                                              
                                              
                                              
                                              45,832
                                              
                                              
                                              
                                              129,090
                                              
                                              
                                              
                                              116,422
                                              
                                              
                                              
                                              2,751
                                              
                                              
                                              
                                              1,843Proved
      Developed Non-Producing(2)(6)Canada
                                              
                                              
                                              95
                                              
                                              
                                              
                                              77
                                              
                                              
                                              
                                              4,294
                                              
                                              
                                              
                                              3,703
                                              
                                              
                                              
                                              105
                                              
                                              
                                              
                                              69France
                                              
                                              
                                              1,169
                                              
                                              
                                              
                                              1,050
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Netherlands
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Australia
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Total
      Proved Developed Non-Producing
                                              
                                              
                                              1,264
                                              
                                              
                                              
                                              1,128
                                              
                                              
                                              
                                              4,294
                                              
                                              
                                              
                                              3,703
                                              
                                              
                                              
                                              105
                                              
                                              
                                              
                                              69Proved
      Undeveloped(2)(7)Canada
                                              
                                              
                                              364
                                              
                                              
                                              
                                              290
                                              
                                              
                                              
                                              23,298
                                              
                                              
                                              
                                              20,657
                                              
                                              
                                              
                                              128
                                              
                                              
                                              
                                              70France
                                              
                                              
                                              2,315
                                              
                                              
                                              
                                              2,224
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Netherlands
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Australia
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Total
      Proved Undeveloped
                                              
                                              
                                              2,678
                                              
                                              
                                              
                                              2,514
                                              
                                              
                                              
                                              23,298
                                              
                                              
                                              
                                              20,657
                                              
                                              
                                              
                                              128
                                              
                                              
                                              
                                              70Proved(2)Canada
                                              
                                              
                                              7,185
                                              
                                              
                                              
                                              6,322
                                              
                                              
                                              
                                              113,268
                                              
                                              
                                              
                                              97,514
                                              
                                              
                                              
                                              2,938
                                              
                                              
                                              
                                              1,937France
                                              
                                              
                                              29,695
                                              
                                              
                                              
                                              27,218
                                              
                                              
                                              
                                              2,019
                                              
                                              
                                              
                                              1,873
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Netherlands
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              41,394
                                              
                                              
                                              
                                              41,394
                                              
                                              
                                              
                                              46
                                              
                                              
                                              
                                              46Australia
                                              
                                              
                                              15,933
                                              
                                              
                                              
                                              15,933
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Total
      Proved
                                              
                                              
                                              52,813
                                              
                                              
                                              
                                              49,474
                                              
                                              
                                              
                                              156,682
                                              
                                              
                                              
                                              140,782
                                              
                                              
                                              
                                              2,984
                                              
                                              
                                              
                                              1,982Probable(3)Canada
                                              
                                              
                                              2,088
                                              
                                              
                                              
                                              1,741
                                              
                                              
                                              
                                              67,635
                                              
                                              
                                              
                                              55,577
                                              
                                              
                                              
                                              2,001
                                              
                                              
                                              
                                              1,289France
                                              
                                              
                                              15,851
                                              
                                              
                                              
                                              15,220
                                              
                                              
                                              
                                              645
                                              
                                              
                                              
                                              603
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Netherlands
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              23,289
                                              
                                              
                                              
                                              23,289
                                              
                                              
                                              
                                              27
                                              
                                              
                                              
                                              27Australia
                                              
                                              
                                              6,630
                                              
                                              
                                              
                                              6,630
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Total
      Probable
                                              
                                              
                                              24,569
                                              
                                              
                                              
                                              23,591
                                              
                                              
                                              
                                              91,569
                                              
                                              
                                              
                                              79,469
                                              
                                              
                                              
                                              2,027
                                              
                                              
                                              
                                              1,315Proved
      Plus Probable(2)(3)Canada
                                              
                                              
                                              9,273
                                              
                                              
                                              
                                              8,063
                                              
                                              
                                              
                                              180,903
                                              
                                              
                                              
                                              153,091
                                              
                                              
                                              
                                              4,939
                                              
                                              
                                              
                                              3,226France
                                              
                                              
                                              45,546
                                              
                                              
                                              
                                              42,438
                                              
                                              
                                              
                                              2,665
                                              
                                              
                                              
                                              2,476
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Netherlands
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              64,683
                                              
                                              
                                              
                                              64,683
                                              
                                              
                                              
                                              72
                                              
                                              
                                              
                                              72Australia
                                              
                                              
                                              22,563
                                              
                                              
                                              
                                              22,563
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Total
      Proved Plus Probable
                                              
                                              
                                              77,382
                                              
                                              
                                              
                                              73,065
                                              
                                              
                                              
                                              248,251
                                              
                                              
                                              
                                              220,251
                                              
                                              
                                              
                                              5,011
                                              
                                              
                                              
                                              3,298




2008
      Annual Information Form – Vermilion Energy Trust
              12




Net
Present Values of Future Net Revenue - Based on Forecast Prices and Costs(8)




Before
      Deducting Income Taxes Discounted At
                                                          
                                                          
                                                          After
      Deducting Income Taxes Discounted At(M$)
                                                          
                                                          
                                                          
                                                          0
                                                          %
                                                          
                                                          
                                                          5
                                                          %
                                                          
                                                          
                                                          10
                                                          %
                                                          
                                                          
                                                          15
                                                          %
                                                          
                                                          
                                                          20
                                                          %
                                                          
                                                          
                                                          0
                                                          %
                                                          
                                                          
                                                          5
                                                          %
                                                          
                                                          
                                                          10
                                                          %
                                                          
                                                          
                                                          15
                                                          %
                                                          
                                                          
                                                          20
                                                          %Proved Developed
      Producing(2)(5)Canada
                                                          
                                                          
                                                          
                                                          830,151
                                                          
                                                          
                                                          
                                                          635,428
                                                          
                                                          
                                                          
                                                          518,498
                                                          
                                                          
                                                          
                                                          440,695
                                                          
                                                          
                                                          
                                                          385,177
                                                          
                                                          
                                                          
                                                          812,121
                                                          
                                                          
                                                          
                                                          627,576
                                                          
                                                          
                                                          
                                                          514,835
                                                          
                                                          
                                                          
                                                          438,886
                                                          
                                                          
                                                          
                                                          384,240France
                                                          
                                                          
                                                          
                                                          1,242,383
                                                          
                                                          
                                                          
                                                          863,191
                                                          
                                                          
                                                          
                                                          660,657
                                                          
                                                          
                                                          
                                                          536,616
                                                          
                                                          
                                                          
                                                          453,177
                                                          
                                                          
                                                          
                                                          860,453
                                                          
                                                          
                                                          
                                                          603,545
                                                          
                                                          
                                                          
                                                          465,272
                                                          
                                                          
                                                          
                                                          380,305
                                                          
                                                          
                                                          
                                                          323,048Netherlands
                                                          
                                                          
                                                          
                                                          220,142
                                                          
                                                          
                                                          
                                                          186,180
                                                          
                                                          
                                                          
                                                          161,973
                                                          
                                                          
                                                          
                                                          144,010
                                                          
                                                          
                                                          
                                                          130,214
                                                          
                                                          
                                                          
                                                          144,038
                                                          
                                                          
                                                          
                                                          122,272
                                                          
                                                          
                                                          
                                                          106,559
                                                          
                                                          
                                                          
                                                          94,775
                                                          
                                                          
                                                          
                                                          85,645Australia
                                                          
                                                          
                                                          
                                                          856,216
                                                          
                                                          
                                                          
                                                          700,187
                                                          
                                                          
                                                          
                                                          589,105
                                                          
                                                          
                                                          
                                                          507,319
                                                          
                                                          
                                                          
                                                          445,295
                                                          
                                                          
                                                          
                                                          407,156
                                                          
                                                          
                                                          
                                                          332,845
                                                          
                                                          
                                                          
                                                          279,978
                                                          
                                                          
                                                          
                                                          241,018
                                                          
                                                          
                                                          
                                                          211,510Total
      Proved Developed Producing
                                                          
                                                          
                                                          
                                                          3,148,892
                                                          
                                                          
                                                          
                                                          2,384,987
                                                          
                                                          
                                                          
                                                          1,930,233
                                                          
                                                          
                                                          
                                                          1,628,641
                                                          
                                                          
                                                          
                                                          1,413,862
                                                          
                                                          
                                                          
                                                          2,223,768
                                                          
                                                          
                                                          
                                                          1,686,238
                                                          
                                                          
                                                          
                                                          1,366,644
                                                          
                                                          
                                                          
                                                          1,154,984
                                                          
                                                          
                                                          
                                                          1,004,443Proved Developed
      Non-Producing(2)(6)Canada
                                                          
                                                          
                                                          
                                                          28,153
                                                          
                                                          
                                                          
                                                          19,671
                                                          
                                                          
                                                          
                                                          15,061
                                                          
                                                          
                                                          
                                                          12,171
                                                          
                                                          
                                                          
                                                          10,178
                                                          
                                                          
                                                          
                                                          21,131
                                                          
                                                          
                                                          
                                                          16,001
                                                          
                                                          
                                                          
                                                          13,039
                                                          
                                                          
                                                          
                                                          11,012
                                                          
                                                          
                                                          
                                                          9,492France
                                                          
                                                          
                                                          
                                                          70,180
                                                          
                                                          
                                                          
                                                          44,827
                                                          
                                                          
                                                          
                                                          32,305
                                                          
                                                          
                                                          
                                                          24,974
                                                          
                                                          
                                                          
                                                          20,165
                                                          
                                                          
                                                          
                                                          46,009
                                                          
                                                          
                                                          
                                                          28,963
                                                          
                                                          
                                                          
                                                          20,523
                                                          
                                                          
                                                          
                                                          15,584
                                                          
                                                          
                                                          
                                                          12,352Netherlands
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -Australia
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -Total
      Proved Developed Non-Producing
                                                          
                                                          
                                                          
                                                          98,333
                                                          
                                                          
                                                          
                                                          64,498
                                                          
                                                          
                                                          
                                                          47,365
                                                          
                                                          
                                                          
                                                          37,145
                                                          
                                                          
                                                          
                                                          30,343
                                                          
                                                          
                                                          
                                                          67,139
                                                          
                                                          
                                                          
                                                          44,964
                                                          
                                                          
                                                          
                                                          33,561
                                                          
                                                          
                                                          
                                                          26,596
                                                          
                                                          
                                                          
                                                          21,844Proved
      Undeveloped(2)(7)Canada
                                                          
                                                          
                                                          
                                                          102,537
                                                          
                                                          
                                                          
                                                          59,468
                                                          
                                                          
                                                          
                                                          34,750
                                                          
                                                          
                                                          
                                                          19,689
                                                          
                                                          
                                                          
                                                          10,066
                                                          
                                                          
                                                          
                                                          76,852
                                                          
                                                          
                                                          
                                                          44,554
                                                          
                                                          
                                                          
                                                          25,735
                                                          
                                                          
                                                          
                                                          14,053
                                                          
                                                          
                                                          
                                                          6,441France
                                                          
                                                          
                                                          
                                                          158,576
                                                          
                                                          
                                                          
                                                          97,618
                                                          
                                                          
                                                          
                                                          67,019
                                                          
                                                          
                                                          
                                                          48,759
                                                          
                                                          
                                                          
                                                          36,721
                                                          
                                                          
                                                          
                                                          104,328
                                                          
                                                          
                                                          
                                                          61,479
                                                          
                                                          
                                                          
                                                          40,140
                                                          
                                                          
                                                          
                                                          27,511
                                                          
                                                          
                                                          
                                                          19,258Netherlands
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -Australia
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -Total
      Proved Undeveloped
                                                          
                                                          
                                                          
                                                          261,113
                                                          
                                                          
                                                          
                                                          157,086
                                                          
                                                          
                                                          
                                                          101,770
                                                          
                                                          
                                                          
                                                          68,448
                                                          
                                                          
                                                          
                                                          46,787
                                                          
                                                          
                                                          
                                                          181,179
                                                          
                                                          
                                                          
                                                          106,033
                                                          
                                                          
                                                          
                                                          65,875
                                                          
                                                          
                                                          
                                                          41,564
                                                          
                                                          
                                                          
                                                          25,699Proved(2)Canada
                                                          
                                                          
                                                          
                                                          960,842
                                                          
                                                          
                                                          
                                                          714,567
                                                          
                                                          
                                                          
                                                          568,309
                                                          
                                                          
                                                          
                                                          472,555
                                                          
                                                          
                                                          
                                                          405,420
                                                          
                                                          
                                                          
                                                          910,104
                                                          
                                                          
                                                          
                                                          688,132
                                                          
                                                          
                                                          
                                                          553,609
                                                          
                                                          
                                                          
                                                          463,951
                                                          
                                                          
                                                          
                                                          400,174France
                                                          
                                                          
                                                          
                                                          1,471,139
                                                          
                                                          
                                                          
                                                          1,005,637
                                                          
                                                          
                                                          
                                                          759,981
                                                          
                                                          
                                                          
                                                          610,350
                                                          
                                                          
                                                          
                                                          510,063
                                                          
                                                          
                                                          
                                                          1,010,789
                                                          
                                                          
                                                          
                                                          693,987
                                                          
                                                          
                                                          
                                                          525,935
                                                          
                                                          
                                                          
                                                          423,400
                                                          
                                                          
                                                          
                                                          354,658Netherlands
                                                          
                                                          
                                                          
                                                          220,142
                                                          
                                                          
                                                          
                                                          186,180
                                                          
                                                          
                                                          
                                                          161,973
                                                          
                                                          
                                                          
                                                          144,010
                                                          
                                                          
                                                          
                                                          130,214
                                                          
                                                          
                                                          
                                                          144,038
                                                          
                                                          
                                                          
                                                          122,272
                                                          
                                                          
                                                          
                                                          106,559
                                                          
                                                          
                                                          
                                                          94,775
                                                          
                                                          
                                                          
                                                          85,645Australia
                                                          
                                                          
                                                          
                                                          856,216
                                                          
                                                          
                                                          
                                                          700,187
                                                          
                                                          
                                                          
                                                          589,105
                                                          
                                                          
                                                          
                                                          507,319
                                                          
                                                          
                                                          
                                                          445,295
                                                          
                                                          
                                                          
                                                          407,156
                                                          
                                                          
                                                          
                                                          332,845
                                                          
                                                          
                                                          
                                                          279,948
                                                          
                                                          
                                                          
                                                          241,018
                                                          
                                                          
                                                          
                                                          211,510Total
      Proved
                                                          
                                                          
                                                          
                                                          3,508,338
                                                          
                                                          
                                                          
                                                          2,606,571
                                                          
                                                          
                                                          
                                                          2,079,368
                                                          
                                                          
                                                          
                                                          1,734,234
                                                          
                                                          
                                                          
                                                          1,490,992
                                                          
                                                          
                                                          
                                                          2,472,087
                                                          
                                                          
                                                          
                                                          1,837,236
                                                          
                                                          
                                                          
                                                          1,466,050
                                                          
                                                          
                                                          
                                                          1,223,144
                                                          
                                                          
                                                          
                                                          1,051,987Probable(3)Canada
                                                          
                                                          
                                                          
                                                          500,269
                                                          
                                                          
                                                          
                                                          291,410
                                                          
                                                          
                                                          
                                                          191,436
                                                          
                                                          
                                                          
                                                          135,552
                                                          
                                                          
                                                          
                                                          100,795
                                                          
                                                          
                                                          
                                                          376,187
                                                          
                                                          
                                                          
                                                          221,066
                                                          
                                                          
                                                          
                                                          147,221
                                                          
                                                          
                                                          
                                                          105,871
                                                          
                                                          
                                                          
                                                          79,965France
                                                          
                                                          
                                                          
                                                          1,097,285
                                                          
                                                          
                                                          
                                                          590,265
                                                          
                                                          
                                                          
                                                          372,505
                                                          
                                                          
                                                          
                                                          257,274
                                                          
                                                          
                                                          
                                                          187,882
                                                          
                                                          
                                                          
                                                          720,597
                                                          
                                                          
                                                          
                                                          375,560
                                                          
                                                          
                                                          
                                                          227,850
                                                          
                                                          
                                                          
                                                          150,272
                                                          
                                                          
                                                          
                                                          104,064Netherlands
                                                          
                                                          
                                                          
                                                          166,332
                                                          
                                                          
                                                          
                                                          112,942
                                                          
                                                          
                                                          
                                                          81,831
                                                          
                                                          
                                                          
                                                          62,359
                                                          
                                                          
                                                          
                                                          49,418
                                                          
                                                          
                                                          
                                                          91,107
                                                          
                                                          
                                                          
                                                          61,092
                                                          
                                                          
                                                          
                                                          43,598
                                                          
                                                          
                                                          
                                                          32,669
                                                          
                                                          
                                                          
                                                          25,431Australia
                                                          
                                                          
                                                          
                                                          425,469
                                                          
                                                          
                                                          
                                                          262,398
                                                          
                                                          
                                                          
                                                          173,845
                                                          
                                                          
                                                          
                                                          122,579
                                                          
                                                          
                                                          
                                                          91,069
                                                          
                                                          
                                                          
                                                          183,596
                                                          
                                                          
                                                          
                                                          112,697
                                                          
                                                          
                                                          
                                                          74,120
                                                          
                                                          
                                                          
                                                          51,817
                                                          
                                                          
                                                          
                                                          38,157Total
      Probable
                                                          
                                                          
                                                          
                                                          2,189,355
                                                          
                                                          
                                                          
                                                          1,257,015
                                                          
                                                          
                                                          
                                                          819,617
                                                          
                                                          
                                                          
                                                          577,763
                                                          
                                                          
                                                          
                                                          429,164
                                                          
                                                          
                                                          
                                                          1,371,487
                                                          
                                                          
                                                          
                                                          770,414
                                                          
                                                          
                                                          
                                                          492,790
                                                          
                                                          
                                                          
                                                          340,629
                                                          
                                                          
                                                          
                                                          247,617Proved Plus
      Probable(2)(3)Canada
                                                          
                                                          
                                                          
                                                          1,461,111
                                                          
                                                          
                                                          
                                                          1,005,977
                                                          
                                                          
                                                          
                                                          759,746
                                                          
                                                          
                                                          
                                                          608,106
                                                          
                                                          
                                                          
                                                          506,215
                                                          
                                                          
                                                          
                                                          1,286,291
                                                          
                                                          
                                                          
                                                          909,198
                                                          
                                                          
                                                          
                                                          700,830
                                                          
                                                          
                                                          
                                                          569,822
                                                          
                                                          
                                                          
                                                          480,138France
                                                          
                                                          
                                                          
                                                          2,568,424
                                                          
                                                          
                                                          
                                                          1,595,902
                                                          
                                                          
                                                          
                                                          1,132,486
                                                          
                                                          
                                                          
                                                          867,624
                                                          
                                                          
                                                          
                                                          697,945
                                                          
                                                          
                                                          
                                                          1,731,386
                                                          
                                                          
                                                          
                                                          1,069,546
                                                          
                                                          
                                                          
                                                          753,785
                                                          
                                                          
                                                          
                                                          573,672
                                                          
                                                          
                                                          
                                                          458,722Netherlands
                                                          
                                                          
                                                          
                                                          386,474
                                                          
                                                          
                                                          
                                                          299,123
                                                          
                                                          
                                                          
                                                          243,804
                                                          
                                                          
                                                          
                                                          206,369
                                                          
                                                          
                                                          
                                                          179,632
                                                          
                                                          
                                                          
                                                          235,144
                                                          
                                                          
                                                          
                                                          183,364
                                                          
                                                          
                                                          
                                                          150,157
                                                          
                                                          
                                                          
                                                          127,443
                                                          
                                                          
                                                          
                                                          111,077Australia
                                                          
                                                          
                                                          
                                                          1,281,685
                                                          
                                                          
                                                          
                                                          962,584
                                                          
                                                          
                                                          
                                                          762,950
                                                          
                                                          
                                                          
                                                          629,898
                                                          
                                                          
                                                          
                                                          536,364
                                                          
                                                          
                                                          
                                                          590,752
                                                          
                                                          
                                                          
                                                          445,542
                                                          
                                                          
                                                          
                                                          354,068
                                                          
                                                          
                                                          
                                                          292,835
                                                          
                                                          
                                                          
                                                          249,666Total
      Proved Plus Probable
                                                          
                                                          
                                                          
                                                          5,697,694
                                                          
                                                          
                                                          
                                                          3,863,586
                                                          
                                                          
                                                          
                                                          2,898,985
                                                          
                                                          
                                                          
                                                          2,311,997
                                                          
                                                          
                                                          
                                                          1,920,156
                                                          
                                                          
                                                          
                                                          3,843,574
                                                          
                                                          
                                                          
                                                          2,607,650
                                                          
                                                          
                                                          
                                                          1,958,840
                                                          
                                                          
                                                          
                                                          1,563,772
                                                          
                                                          
                                                          
                                                          1,299,604




Total
Future Net Revenue (Undiscounted) Based on Forecast Prices and Costs(8)


(M$)
                                      
                                      Revenue
                                      
                                      
                                      Royalties
                                      
                                      
                                      Operating
                                        Costs
                                      
                                      
                                      Capital
                                        Development
                                        Costs
                                      
                                      
                                      Abandon-
                                        ment
                                        Costs
                                      
                                      
                                      Future
      Net
                                        Revenue
                                        Before
                                        Income
                                        Taxes
                                      
                                      
                                      Income
                                        Taxes
                                      
                                      
                                      Future
      Net
                                        Revenue
                                        After
                                        Income
                                        TaxesProved(2)Canada
                                      
                                      
                                      2,023,324
                                      
                                      
                                      
                                      300,615
                                      
                                      
                                      
                                      638,302
                                      
                                      
                                      
                                      92,786
                                      
                                      
                                      
                                      30,779
                                      
                                      
                                      
                                      960,842
                                      
                                      
                                      
                                      50,738
                                      
                                      
                                      
                                      910,104France
                                      
                                      
                                      2,693,447
                                      
                                      
                                      
                                      222,498
                                      
                                      
                                      
                                      804,553
                                      
                                      
                                      
                                      112,511
                                      
                                      
                                      
                                      82,747
                                      
                                      
                                      
                                      1,471,139
                                      
                                      
                                      
                                      460,349
                                      
                                      
                                      
                                      1,010,789Netherlands
                                      
                                      
                                      396,847
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      147,766
                                      
                                      
                                      
                                      16,184
                                      
                                      
                                      
                                      12,754
                                      
                                      
                                      
                                      220,142
                                      
                                      
                                      
                                      76,104
                                      
                                      
                                      
                                      144,038Australia
                                      
                                      
                                      1,445,374
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      531,300
                                      
                                      
                                      
                                      27,589
                                      
                                      
                                      
                                      30,269
                                      
                                      
                                      
                                      856,216
                                      
                                      
                                      
                                      449,060
                                      
                                      
                                      
                                      407,156Total
      Proved
                                      
                                      
                                      6,558,992
                                      
                                      
                                      
                                      523,113
                                      
                                      
                                      
                                      2,121,921
                                      
                                      
                                      
                                      249,070
                                      
                                      
                                      
                                      156,549
                                      
                                      
                                      
                                      3,508,338
                                      
                                      
                                      
                                      1,036,251
                                      
                                      
                                      
                                      2,472,087Proved
      Plus Probable(2)(3)Canada
                                      
                                      
                                      3,149,191
                                      
                                      
                                      
                                      505,557
                                      
                                      
                                      
                                      967,615
                                      
                                      
                                      
                                      176,616
                                      
                                      
                                      
                                      38,291
                                      
                                      
                                      
                                      1,461,111
                                      
                                      
                                      
                                      174,820
                                      
                                      
                                      
                                      1,286,291France
                                      
                                      
                                      4,320,069
                                      
                                      
                                      
                                      286,024
                                      
                                      
                                      
                                      1,106,557
                                      
                                      
                                      
                                      249,077
                                      
                                      
                                      
                                      109,987
                                      
                                      
                                      
                                      2,568,424
                                      
                                      
                                      
                                      837,037
                                      
                                      
                                      
                                      1,731,386Netherlands
                                      
                                      
                                      632,055
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      200,949
                                      
                                      
                                      
                                      29,877
                                      
                                      
                                      
                                      14,756
                                      
                                      
                                      
                                      386,474
                                      
                                      
                                      
                                      151,330
                                      
                                      
                                      
                                      235,144Australia
                                      
                                      
                                      2,187,339
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      838,281
                                      
                                      
                                      
                                      33,454
                                      
                                      
                                      
                                      33,918
                                      
                                      
                                      
                                      1,281,685
                                      
                                      
                                      
                                      690,933
                                      
                                      
                                      
                                      590,752Total
      Proved Plus Probable
                                      
                                      
                                      10,288,654
                                      
                                      
                                      
                                      791,581
                                      
                                      
                                      
                                      3,113,403
                                      
                                      
                                      
                                      489,025
                                      
                                      
                                      
                                      196,951
                                      
                                      
                                      
                                      5,697,694
                                      
                                      
                                      
                                      1,854,120
                                      
                                      
                                      
                                      3,843,574




2008
      Annual Information Form – Vermilion Energy Trust
              13









Future
Net Revenue by Production Group Based on Forecast Prices and Costs(8)




Future
      Net Revenue Before Income Taxes
                                      (Discounted
      at 10% Per Year)
                                    
                                    
                                    Unit
      ValueProved(2)
                                    
                                    (M$)
                                    
                                    
                                    ($/boe)Light
      and medium oil
                                    
                                    
                                    1,554,325
                                    
                                    
                                    
                                    30.51Natural
      gas
                                    
                                    
                                    424,130
                                    
                                    
                                    
                                    24.39Non-conventional
      oil and gas activities
                                    
                                    
                                    100,914
                                    
                                    
                                    
                                    15.34Total
      Proved
                                    
                                    
                                    2,079,368
                                    
                                    
                                    
                                    27.75Proved
      Plus Probable(2)(3)Light
      and medium oil
                                    
                                    
                                    2,137,981
                                    
                                    
                                    
                                    28.59Natural
      gas
                                    
                                    
                                    627,668
                                    
                                    
                                    
                                    22.09Non-conventional
      oil and gas activities
                                    
                                    
                                    133,337
                                    
                                    
                                    
                                    13.49Total
      Proved Plus Probable
                                    
                                    
                                    2,898,985
                                    
                                    
                                    
                                    25.64




Light
      and Medium Crude Oil
                          
                          
                          Crude
      Oil
                          
                          
                          Crude
      Oil
                          
                          
                          Natural
      Gas
                          
                          
                          Natural
      Gas
                            Netherlands
                          
                          
                          Natural
      Gas
                            Liquids
                          
                          
                          Inflation
                            Rate
                          
                          
                          Exchange
                            RateYear
                          
                          WTI
      Cushing
                            Oklahoma
                            ($US/Bbl)
                          
                          
                          Edmonton
                            Par
      Price
                            40o
      API
                            ($Cdn/Bbl)
                          
                          
                          Cromer
                            Medium
                            29.3o
      API
                            ($Cdn/Bbl)
                          
                          
                          Brent
      Blend
                            FOB
                            North
      Sea
                            ($US/Bbl)
                          
                          
                          Australia
                            Wandoo
                            Field
                            ($Cdn/Bbl)
                          
                          
                          AECO
                            Gas
      Price
                            ($Cdn/MMBtu)
                          
                          
                          Wellhead
                            Gas
      Price
                            ($Cdn/Mcf)
                          
                          
                          FOB
                            Field
      Gate
                            ($Cdn/Bbl)
                          
                          
                          Percent
                            Per
      Year
                          
                          
                          ($US/$Cdn)Forecast2009
                          
                          
                          57.50
                          
                          
                          
                          68.61
                          
                          
                          
                          59.00
                          
                          
                          
                          56.00
                          
                          
                          
                          68.48
                          
                          
                          
                          7.58
                          
                          
                          
                          9.70
                          
                          
                          
                          54.28
                          
                          
                          
                          2.0
                          
                          
                          
                          0.8252010
                          
                          
                          68.00
                          
                          
                          
                          78.94
                          
                          
                          
                          68.68
                          
                          
                          
                          66.50
                          
                          
                          
                          78.82
                          
                          
                          
                          7.94
                          
                          
                          
                          9.82
                          
                          
                          
                          63.79
                          
                          
                          
                          2.0
                          
                          
                          
                          0.8502011
                          
                          
                          74.00
                          
                          
                          
                          83.54
                          
                          
                          
                          73.52
                          
                          
                          
                          72.50
                          
                          
                          
                          83.43
                          
                          
                          
                          8.34
                          
                          
                          
                          8.87
                          
                          
                          
                          67.52
                          
                          
                          
                          2.0
                          
                          
                          
                          0.8752012
                          
                          
                          85.00
                          
                          
                          
                          90.92
                          
                          
                          
                          80.01
                          
                          
                          
                          83.50
                          
                          
                          
                          90.81
                          
                          
                          
                          8.70
                          
                          
                          
                          8.65
                          
                          
                          
                          73.59
                          
                          
                          
                          2.0
                          
                          
                          
                          0.9252013
                          
                          
                          92.01
                          
                          
                          
                          95.91
                          
                          
                          
                          84.40
                          
                          
                          
                          90.51
                          
                          
                          
                          95.80
                          
                          
                          
                          8.95
                          
                          
                          
                          9.13
                          
                          
                          
                          77.66
                          
                          
                          
                          2.0
                          
                          
                          
                          0.950




2008
      Annual Information Form – Vermilion Energy Trust
                14









Reconciliations
of Changes in Reserves
 
  The
following table sets forth a reconciliation of the changes in Vermilion's
company gross light and medium crude oil, associated and non-associated gas
(combined) reserves as at December 31, 2008 against such reserves as at December
31, 2007 based on the forecast price and cost assumptions set forth in note 8
under the heading "Statement of Reserves Data and Other Oil and Gas Information
- Future Net Revenue by Production Based on Forecast Prices and
Costs".
  Reconciliation
of Company Gross Reserves by Principal Product Type - Based on Forecast Prices
and Costs
  Light
      and Medium Oil
                                            
                                            
                                            Associated
      and Non-Associated Gas
                                            
                                            
                                            Natural
      Gas LiquidsProved(2)
                                              (Mbbl)
                                            
                                            
                                            Probable(3)
                                              (Mbbl)
                                            
                                            
                                            Proved
      Plus
                                              Probable(2)(3)
                                              (Mbbl)
                                            
                                            
                                            Proved(2)
                                              (MMcf)
                                            
                                            
                                            Probable(3)
                                              (MMcf)
                                            
                                            
                                            Proved
      Plus
                                              Probable(2)(3)
                                              (MMcf)
                                            
                                            
                                            Proved(2)
                                              (Mbbl)
                                            
                                            
                                            Probable(3)
                                              (Mbbl)
                                            
                                            
                                            Proved
      Plus
                                              Probable(2)(3)
                                              (Mbbl)CanadaAt
      December 31, 2007
                                            
                                            
                                            7,483
                                            
                                            
                                            
                                            1,832
                                            
                                            
                                            
                                            9,315
                                            
                                            
                                            
                                            108,855
                                            
                                            
                                            
                                            62,214
                                            
                                            
                                            
                                            171,069
                                            
                                            
                                            
                                            2,762
                                            
                                            
                                            
                                            1,689
                                            
                                            
                                            
                                            4,451Extensions
      and Improved Recovery
                                            
                                            
                                            109
                                            
                                            
                                            
                                            187
                                            
                                            
                                            
                                            296
                                            
                                            
                                            
                                            6,297
                                            
                                            
                                            
                                            8,258
                                            
                                            
                                            
                                            14,557
                                            
                                            
                                            
                                            223
                                            
                                            
                                            
                                            493
                                            
                                            
                                            
                                            610Technical
      Revisions
                                            
                                            
                                            131
                                            
                                            
                                            
                                            (19
                                            )
                                            
                                            
                                            112
                                            
                                            
                                            
                                            11,846
                                            
                                            
                                            
                                            (4,387
                                            )
                                            
                                            
                                            7,459
                                            
                                            
                                            
                                            366
                                            
                                            
                                            
                                            (118
                                            )
                                            
                                            
                                            248Discoveries
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            257
                                            
                                            
                                            
                                            303
                                            
                                            
                                            
                                            559
                                            
                                            
                                            
                                            1
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            1Acquisitions
                                            
                                            
                                            413
                                            
                                            
                                            
                                            87
                                            
                                            
                                            
                                            500
                                            
                                            
                                            
                                            4,573
                                            
                                            
                                            
                                            1,246
                                            
                                            
                                            
                                            5,820
                                            
                                            
                                            
                                            149
                                            
                                            
                                            
                                            43
                                            
                                            
                                            
                                            192Dispositions
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Production
                                            
                                            
                                            (951
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (951
                                            )
                                            
                                            
                                            (18,560
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (18,560
                                            )
                                            
                                            
                                            (563
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (563
                                            )Economic
      Factors
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -At
      December 31, 2008
                                            
                                            
                                            7,185
                                            
                                            
                                            
                                            2,088
                                            
                                            
                                            
                                            9,273
                                            
                                            
                                            
                                            113,268
                                            
                                            
                                            
                                            67,635
                                            
                                            
                                            
                                            180,903
                                            
                                            
                                            
                                            2,938
                                            
                                            
                                            
                                            2,001
                                            
                                            
                                            
                                            4,939FranceAt
      December 31, 2007
                                            
                                            
                                            32,586
                                            
                                            
                                            
                                            16,603
                                            
                                            
                                            
                                            49,189
                                            
                                            
                                            
                                            2,462
                                            
                                            
                                            
                                            739
                                            
                                            
                                            
                                            3,201
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Extensions
      and Improved Recovery
                                            
                                            
                                            444
                                            
                                            
                                            
                                            11
                                            
                                            
                                            
                                            455
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Technical
      Revisions
                                            
                                            
                                            (226
                                            )
                                            
                                            
                                            (762
                                            )
                                            
                                            
                                            (988
                                            )
                                            
                                            
                                            (57
                                            )
                                            
                                            
                                            (94
                                            )
                                            
                                            
                                            (150
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Discoveries
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Acquisitions
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Dispositions
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Production
                                            
                                            
                                            (3,110
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (3,110
                                            )
                                            
                                            
                                            (386
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (386
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Economic
      Factors
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -At
      December 31, 2008
                                            
                                            
                                            29,695
                                            
                                            
                                            
                                            15,851
                                            
                                            
                                            
                                            45,546
                                            
                                            
                                            
                                            2,019
                                            
                                            
                                            
                                            645
                                            
                                            
                                            
                                            2,665
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -NetherlandsAt
      December 31, 2007
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            48,399
                                            
                                            
                                            
                                            25,600
                                            
                                            
                                            
                                            73,999
                                            
                                            
                                            
                                            53
                                            
                                            
                                            
                                            29
                                            
                                            
                                            
                                            82Extensions
      and Improved Recovery
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Technical
      Revisions
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            2,961
                                            
                                            
                                            
                                            (2,311
                                            )
                                            
                                            
                                            651
                                            
                                            
                                            
                                            2
                                            
                                            
                                            
                                            (2
                                            )
                                            
                                            
                                            (1
                                            )Discoveries
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Acquisitions
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Dispositions
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Production
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (9,966
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (9,966
                                            )
                                            
                                            
                                            (9
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (9
                                            )Economic
      Factors
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -At
      December 31, 2008
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            41,394
                                            
                                            
                                            
                                            23,289
                                            
                                            
                                            
                                            64,683
                                            
                                            
                                            
                                            46
                                            
                                            
                                            
                                            27
                                            
                                            
                                            
                                            72AustraliaAt
      December 31, 2007
                                            
                                            
                                            16,979
                                            
                                            
                                            
                                            6,129
                                            
                                            
                                            
                                            23,108
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Extensions
      and Improved Recovery
                                            
                                            
                                            1,500
                                            
                                            
                                            
                                            500
                                            
                                            
                                            
                                            2,000
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Technical
      Revisions
                                            
                                            
                                            (67
                                            )
                                            
                                            
                                            1
                                            
                                            
                                            
                                            (66
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Discoveries
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Acquisitions
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Dispositions
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Production
                                            
                                            
                                            (2,479
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (2,479
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Economic
      Factors
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -At
      December 31, 2008
                                            
                                            
                                            15,933
                                            
                                            
                                            
                                            6,630
                                            
                                            
                                            
                                            22,563
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Total
      VermilionAt
      December 31, 2007
                                            
                                            
                                            57,048
                                            
                                            
                                            
                                            24,564
                                            
                                            
                                            
                                            81,612
                                            
                                            
                                            
                                            159,716
                                            
                                            
                                            
                                            88,553
                                            
                                            
                                            
                                            248,269
                                            
                                            
                                            
                                            2,815
                                            
                                            
                                            
                                            1,718
                                            
                                            
                                            
                                            4,533Extensions
      and Improved Recovery
                                            
                                            
                                            2,052
                                            
                                            
                                            
                                            698
                                            
                                            
                                            
                                            2,751
                                            
                                            
                                            
                                            6,297
                                            
                                            
                                            
                                            8,258
                                            
                                            
                                            
                                            14,557
                                            
                                            
                                            
                                            223
                                            
                                            
                                            
                                            387
                                            
                                            
                                            
                                            610Technical
      Revisions
                                            
                                            
                                            (162
                                            )
                                            
                                            
                                            (779
                                            )
                                            
                                            
                                            (941
                                            )
                                            
                                            
                                            14,751
                                            
                                            
                                            
                                            (6,791
                                            )
                                            
                                            
                                            7,960
                                            
                                            
                                            
                                            368
                                            
                                            
                                            
                                            (120
                                            )
                                            
                                            
                                            247Discoveries
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            257
                                            
                                            
                                            
                                            303
                                            
                                            
                                            
                                            559
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Acquisitions
                                            
                                            
                                            413
                                            
                                            
                                            
                                            87
                                            
                                            
                                            
                                            500
                                            
                                            
                                            
                                            4,573
                                            
                                            
                                            
                                            1,246
                                            
                                            
                                            
                                            5,820
                                            
                                            
                                            
                                            149
                                            
                                            
                                            
                                            43
                                            
                                            
                                            
                                            192Dispositions
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Production
                                            
                                            
                                            (6,539
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (6,539
                                            )
                                            
                                            
                                            (28,913
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (28,913
                                            )
                                            
                                            
                                            (572
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (572
                                            )Economic
      Factors
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -At
      December 31, 2008
                                            
                                            
                                            52,813
                                            
                                            
                                            
                                            24,569
                                            
                                            
                                            
                                            77,382
                                            
                                            
                                            
                                            156,682
                                            
                                            
                                            
                                            91,569
                                            
                                            
                                            
                                            248,251
                                            
                                            
                                            
                                            2,984
                                            
                                            
                                            
                                            2,028
                                            
                                            
                                            
                                            5,011
 2008
      Annual Information Form – Vermilion Energy Trust
                    15









Notes:(1)
                "Gross
      Reserves" are Vermilion's working interest (operating or non-operating)
      share before deducting of royalties and without including any royalty
      interests of Vermilion.  "Net Reserves" are Vermilion's working
      interest (operating or non-operating) share after deduction of royalty
      obligations, plus Vermilion's royalty interests in
    reserves.(2)
                "Proved"
      reserves are those reserves that can be estimated with a high degree of
      certainty to be recoverable.  It is likely that the actual
      remaining quantities recovered will exceed the estimated proved
      reserves.(3)
                "Probable"
      reserves are those additional reserves that are less certain to be
      recovered than proved reserves.  It is equally likely that the
      actual remaining quantities recovered will be greater or less than the sum
      of the estimated proved plus probable reserves.(4)
                "Developed"
      reserves are those reserves that are expected to be recovered from
      existing wells and installed facilities or, if facilities have not been
      installed, that would involve a low expenditure (e.g. when compared to the
      cost of drilling a well) to put the reserves on
  production.(5)
                "Developed
      Producing" reserves are those reserves that are expected to be recovered
      from completion intervals open at the time of the
      estimate.  These reserves may be currently producing or, if
      shut-in, they must have previously been on production, and the date of
      resumption of production must be known with reasonable
      certainty.(6)
                "Developed
      Non-Producing" reserves are those reserves that either have not been on
      production, or have previously been on production, but are shut in, and
      the date of resumption of production is unknown.(7)
                "Undeveloped"
      reserves are those reserves expected to be recovered from known
      accumulations where a significant expenditure (for example, when compared
      to the cost of drilling a well) is required to render them capable of
      production.  They must fully meet the requirements of the
      reserves classification (proved, probable, possible) to which they are
      assigned.(8)
                The
      pricing assumptions used in the GLJ Report with respect to net values of
      future net revenue (forecast) as well as the inflation rates used for
      operating and capital costs are set forth below.  The NGL price
      is an aggregate of the individual natural gas liquids prices used in the
      Total Proved plus Probable evaluation.  GLJ is an independent
      qualified reserves evaluator appointed pursuant to
      NI 51-101.




Undeveloped
Reserves
 
 Proved
undeveloped reserves are those reserves expected to be recovered from known
accumulations where a significant expenditure (for example, when compared to the
cost of drilling a well) is required to render them capable of
production.  These reserves have a 90% probability of being
recovered.  Vermilion's current plan is to develop these reserves in
the following two years.  This timetable may be altered depending on
outside market forces, changes in capital allocations and impact of future
acquisitions and dispositions.
 
 Probable
undeveloped reserves are those reserves expected to be recovered from known
accumulations where a significant expenditure (for example, when compared to the
cost of drilling a well) is required to render them capable of
production.  These reserves have a 50% probability of being
recovered.  Vermilion's current plan is to develop these reserves over
the next five years.  In general, development of these reserves
requires additional evaluation data to increase the probability of success to an
acceptable level for Vermilion.  This increases the timeline for the
development of these reserves.  This timetable may be altered
depending on outside market forces, changes in capital allocations and impact of
future acquisitions and dispositions.
 
 Timing
of Initial Undeveloped Reserves Assignment
 
 Undeveloped
Reserves Attributed in Current Year




Light
      & Medium Oil
                    (Mbbl)
                  
                  
                  Conventional
                    Natural
      Gas
                    (MMcf)
                  
                  
                  Natural
      Gas Liquids
                    (Mbbl)
                  
                  
                  Coalbed
      Methane
                    (MMcf)
                  
                  
                  Total
      Oil Equivalent
                    (Mboe)First
                    Attributed
      (1)
                  
                  
                  Total
      at
                    Year
      End
                  
                  
                  First
                    Attributed
      (1)
                  
                  
                  Total
      at
                    Year
      End
                  
                  
                  First
                    Attributed
      (1)
                  
                  
                  Total
      at
                    Year
      End
                  
                  
                  First
                    Attributed
      (1)
                  
                  
                  Total
      at
                    Year
      End
                  
                  
                  First
                    Attributed
      (1)
                  
                  
                  Total
      at
                    Year
      EndProvedPrior
                  
                  
                  668
                  
                  
                  
                  668
                  
                  
                  
                  75
                  
                  
                  
                  75
                  
                  
                  
                  7
                  
                  
                  
                  7
                  
                  
                  
                  12,672
                  
                  
                  
                  12,672
                  
                  
                  
                  2,800
                  
                  
                  
                  2,8002006
                  
                  
                  315
                  
                  
                  
                  983
                  
                  
                  
                  -
                  
                  
                  
                  75
                  
                  
                  
                  -
                  
                  
                  
                  7
                  
                  
                  
                  3,012
                  
                  
                  
                  15,684
                  
                  
                  
                  817
                  
                  
                  
                  3,6172007
                  
                  
                  1,600
                  
                  
                  
                  2,583
                  
                  
                  
                  -
                  
                  
                  
                  75
                  
                  
                  
                  -
                  
                  
                  
                  7
                  
                  
                  
                  2,000
                  
                  
                  
                  17,684
                  
                  
                  
                  1,933
                  
                  
                  
                  5,5502008
                  
                  
                  98
                  
                  
                  
                  2,681
                  
                  
                  
                  2,214
                  
                  
                  
                  2,289
                  
                  
                  
                  121
                  
                  
                  
                  128
                  
                  
                  
                  3,325
                  
                  
                  
                  21,009
                  
                  
                  
                  1,142
                  
                  
                  
                  6,692ProbablePrior
                  
                  
                  3,291
                  
                  
                  
                  3,291
                  
                  
                  
                  1,248
                  
                  
                  
                  1,248
                  
                  
                  
                  56
                  
                  
                  
                  56
                  
                  
                  
                  8,556
                  
                  
                  
                  8,556
                  
                  
                  
                  4,981
                  
                  
                  
                  4,9812006
                  
                  
                  1,151
                  
                  
                  
                  4,442
                  
                  
                  
                  6,183
                  
                  
                  
                  7,431
                  
                  
                  
                  285
                  
                  
                  
                  341
                  
                  
                  
                  3,347
                  
                  
                  
                  11,903
                  
                  
                  
                  3,024
                  
                  
                  
                  8,0052007
                  
                  
                  3,442
                  
                  
                  
                  7,884
                  
                  
                  
                  7,779
                  
                  
                  
                  15,210
                  
                  
                  
                  94
                  
                  
                  
                  435
                  
                  
                  
                  2,340
                  
                  
                  
                  14,243
                  
                  
                  
                  5,223
                  
                  
                  
                  13,2282008
                  
                  
                  236
                  
                  
                  
                  8,120
                  
                  
                  
                  10,254
                  
                  
                  
                  25,464
                  
                  
                  
                  529
                  
                  
                  
                  964
                  
                  
                  
                  2,718
                  
                  
                  
                  16,961
                  
                  
                  
                  2,927
                  
                  
                  
                  16,155




Note:(1)
                “First
      Attributed” refers to reserves first attributed at year-end of the
      corresponding fiscal
year




2008
      Annual Information Form – Vermilion Energy Trust
                16









Future
Development Costs
 
 The table
below sets out the future development costs deducted in estimation of future net
revenue attributable to proved reserves and proved plus probable reserves (using
forecast prices).
  (M$)
                                          
                                          Total
      Proved
                                            Estimated
      Using Forecast Prices and Costs
                                          
                                          
                                          Total
      Proved Plus Probable
                                            Estimated
      Using Forecast Prices and CostsCanada2009
                                          
                                          
                                          15,505
                                          
                                          
                                          
                                          40,3242010
                                          
                                          
                                          34,889
                                          
                                          
                                          
                                          72,5022011
                                          
                                          
                                          7,667
                                          
                                          
                                          
                                          19,6682012
                                          
                                          
                                          6,476
                                          
                                          
                                          
                                          10,8112013
                                          
                                          
                                          9,525
                                          
                                          
                                          
                                          10,504Remainder
                                          
                                          
                                          18,724
                                          
                                          
                                          
                                          22,807Total
      for all years undiscounted
                                          
                                          
                                          92,786
                                          
                                          
                                          
                                          176,616France2009
                                          
                                          
                                          42,595
                                          
                                          
                                          
                                          53,9532010
                                          
                                          
                                          22,149
                                          
                                          
                                          
                                          88,7082011
                                          
                                          
                                          8,369
                                          
                                          
                                          
                                          56,2332012
                                          
                                          
                                          5,982
                                          
                                          
                                          
                                          14,3752013
                                          
                                          
                                          5,947
                                          
                                          
                                          
                                          6,440Remainder
                                          
                                          
                                          27,469
                                          
                                          
                                          
                                          29,368Total
      for all years undiscounted
                                          
                                          
                                          112,511
                                          
                                          
                                          
                                          249,077Netherlands2009
                                          
                                          
                                          1,300
                                          
                                          
                                          
                                          2,2562010
                                          
                                          
                                          1,326
                                          
                                          
                                          
                                          8,7542011
                                          
                                          
                                          541
                                          
                                          
                                          
                                          5,8492012
                                          
                                          
                                          5,179
                                          
                                          
                                          
                                          5,1792013
                                          
                                          
                                          3,074
                                          
                                          
                                          
                                          3,074Remainder
                                          
                                          
                                          4,764
                                          
                                          
                                          
                                          4,765Total
      for all years undiscounted
                                          
                                          
                                          16,184
                                          
                                          
                                          
                                          29,877Australia2009
                                          
                                          
                                          6,000
                                          
                                          
                                          
                                          6,0002010
                                          
                                          
                                          6,120
                                          
                                          
                                          
                                          11,9852011
                                          
                                          
                                          2,081
                                          
                                          
                                          
                                          2,0812012
                                          
                                          
                                          2,122
                                          
                                          
                                          
                                          2,1222013
                                          
                                          
                                          2,165
                                          
                                          
                                          
                                          2,165Remainder
                                          
                                          
                                          9,101
                                          
                                          
                                          
                                          9,101Total
      for all years undiscounted
                                          
                                          
                                          27,589
                                          
                                          
                                          
                                          33,454
 Vermilion
expects to source its capital expenditure requirements from internally generated
cash flow and, as appropriate, from debt or equity financing.  It is
anticipated that costs of funding the future development costs will not impact
development of its properties.
  2008
      Annual Information Form – Vermilion Energy Trust
                      17




Oil
and Gas Properties and Wells
 
 The
following table sets forth the number of wells in which Vermilion held a working
interest as at December 31, 2008:




Oil
                                        
                                        
                                        Natural
      GasGross(1)
                                          Wells
                                        
                                        
                                        Net(2)
                                        
                                        
                                        Gross(1)
                                        
                                        
                                        Net(2)Wells
                                        
                                        
                                        Wells
                                        
                                        
                                        WellsCanadaProducing
                                        
                                        
                                        474
                                        
                                        
                                        
                                        311
                                        
                                        
                                        
                                        547
                                        
                                        
                                        
                                        348Non-producing
                                        
                                        
                                        186
                                        
                                        
                                        
                                        128
                                        
                                        
                                        
                                        215
                                        
                                        
                                        
                                        144FranceProducing
                                        
                                        
                                        243
                                        
                                        
                                        
                                        193
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Non-producing
                                        
                                        
                                        141
                                        
                                        
                                        
                                        138
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -NetherlandsProducing
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        57
                                        
                                        
                                        
                                        46Non-producing
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        12
                                        
                                        
                                        
                                        7AustraliaProducing
                                        
                                        
                                        18
                                        
                                        
                                        
                                        18
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Non-producing
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Total
      Producing
                                        
                                        
                                        735
                                        
                                        
                                        
                                        522
                                        
                                        
                                        
                                        604
                                        
                                        
                                        
                                        394Total
      Non-producing
                                        
                                        
                                        327
                                        
                                        
                                        
                                        266
                                        
                                        
                                        
                                        227
                                        
                                        
                                        
                                        151




Notes:(1)
                "Gross"
      refers to the total wells in which Vermilion has an interest, directly or
      indirectly.(2)
                "Net"
      refers to the total wells in which Vermilion has an interest, directly or
      indirectly, multiplied by the percentage working interest owned by
      Vermilion, directly or indirectly, therein.(3)
                “Gross”
      and “Net” wells do not include disposal, injection and observation wells
      (Canada - 31 Gross and 28 Net) (France - 50 Gross and 48 Net) (Netherlands
      – 4 Gross and 3 Net)




Costs
Incurred
 
 The
following table summarizes the capital expenditures made by Vermilion on oil and
natural gas properties for the year ended December 31, 2008:




(MS$)
                          
                          Property
      Acquisition Costs
                          
                          
                          Exploration
      Costs
                          
                          
                          Development
      Costs
                          
                          
                          Total
      CostsProved
      Properties
                          
                          
                          Unproved
      PropertiesCanada
                          
                          
                          46,466
                          
                          
                          
                          1,764
                          
                          
                          
                          1,098
                          
                          
                          
                          56,161
                          
                          
                          
                          105,489France
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          5,497
                          
                          
                          
                          48,408
                          
                          
                          
                          53,905Netherlands
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          511
                          
                          
                          
                          12,508
                          
                          
                          
                          13,019Australia
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          3,880
                          
                          
                          
                          58,773
                          
                          
                          
                          62,653Total
                          
                          
                          46,466
                          
                          
                          
                          1,764
                          
                          
                          
                          10,986
                          
                          
                          
                          175,850
                          
                          
                          
                          235,066




2008
      Annual Information Form – Vermilion Energy Trust
                18









Exploration
and Development Activities
 
 The
following table sets forth the number of development and exploration wells which
Vermilion completed during its 2008 financial year:




Exploration
      Wells
                                        
                                        
                                        Development
      WellsGross(1)
                                        
                                        
                                        Net(2)
                                        
                                        
                                        Gross(1)
                                        
                                        
                                        Net(2)CanadaOil
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        2.0
                                        
                                        
                                        
                                        2.0Gas
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        33.0
                                        
                                        
                                        
                                        22.8Standing
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        7.0
                                        
                                        
                                        
                                        3.2Dry
      Holes
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        1.0
                                        
                                        
                                        
                                        1.0Total
      Completed
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        43.0
                                        
                                        
                                        
                                        29.0FranceOil
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        1.0
                                        
                                        
                                        
                                        0.2Gas
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Standing
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Dry
      Holes
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Total
      Completed
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        1.0
                                        
                                        
                                        
                                        0.2NetherlandsOil
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Gas
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Standing
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Dry
      Holes
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Total
      Completed
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -AustraliaOil
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        2.0
                                        
                                        
                                        
                                        2.0Gas
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Standing
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Dry
      Holes
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Total
      Completed
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        2.0
                                        
                                        
                                        
                                        2.0Total
      VermilionOil
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        5.0
                                        
                                        
                                        
                                        4.2Gas
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        33.0
                                        
                                        
                                        
                                        22.8Standing
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        7.0
                                        
                                        
                                        
                                        3.2Dry
      Holes
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        1.0
                                        
                                        
                                        
                                        1.0Total
      Completed
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        46.0
                                        
                                        
                                        
                                        31.2




Notes:(1)
                "Gross"
      refers to the total wells in which Vermilion has an interest, directly or
      indirectly.(2)
                "Net"
      refers to the total wells in which Vermilion has an interest, directly or
      indirectly, multiplied by the percentage working interest owned by
      Vermilion, directly or indirectly
therein.




Vermilion
has currently budgeted $120 million for its 2009 capital program in Canada,
France, the Netherlands and Australia.  The funds will be used to
drill wells to develop reserves in its Canadian key areas of Drayton Valley,
Slave Lake, Central Alberta, and in France, the Netherlands and
Australia.  A portion of the capital will be allocated to workovers,
production optimization, and maintenance capital in each country.
  2008
      Annual Information Form – Vermilion Energy Trust
                  19









Properties
with No Attributed Reserves
 
 The
following table sets out Vermilion's undeveloped land as at December 31,
2008:




Undeveloped
      LandCountry
                        
                        Gross
      Acres(1)
                        
                        
                        Net
      Acres(2)Canada
                        
                        
                        219,498
                        
                        
                        
                        151,938France
                        
                        
                        1,676,501
                        
                        
                        
                        1,367,315Netherlands
                        
                        
                        208,808
                        
                        
                        
                        121,872Australia
                        
                        
                        -
                        
                        
                        
                        -Total
                        
                        
                        2,104,807
                        
                        
                        
                        1,641,125




Notes:(1)
                "Gross"
      refers to the total acres in which Vermilion has an interest, directly or
      indirectly.(2)
                "Net"
      refers to the total acres in which Vermilion has an interest, directly or
      indirectly, multiplied by the percentage working interest owned by
      Vermilion, directly or indirectly
therein.




Vermilion
expects its rights to explore, develop and exploit approximately 41,007 net
acres in Canada and 18,223 net acres in France to expire within one
year.  In the Netherlands and Australia, no such rights expire within
one year.
 
 Abandonment
and Reclamation Costs
 
 Vermilion
has estimated its abandonment costs by determining amounts for facility
decommissioning and reclamation costs (including salvage) by area in Canada,
France, the Netherlands and Australia.  As well, Vermilion has
determined abandonment costs (including salvage) and reclamation costs per well,
by area and applied this amount to its net wells in each of the
countries.
 The number
of net wells to be abandoned is 659 in Canada, 193 in France, 46 in the
Netherlands and 18 in Australia.
 
 The total
amount of costs, net of salvage, as estimated in the GLJ Report, is set forth in
the following table:




Country
                          
                          Undiscounted
      (M$)
                          
                          
                          Discounted
      10% (M$)Canada
                          
                          
                          38,291
                          
                          
                          
                          9,521France
                          
                          
                          109,987
                          
                          
                          
                          21,624Netherlands
                          
                          
                          14,756
                          
                          
                          
                          6,608Australia
                          
                          
                          33,918
                          
                          
                          
                          6,396Total
                          
                          
                          196,952
                          
                          
                          
                          44,149




In
estimating the future net revenue, it is important to note that future costs
associated with abandonment of surface facilities, well site reclamation,
pipeline abandonments, non-producing wells and reclamation costs are estimated
by management of the Trust as:




Country
                          
                          Facilities
      Undiscounted (M$)
                          
                          
                          Discounted
      10% (M$)Canada
                          
                          
                          105,324
                          
                          
                          
                          45,861France
                          
                          
                          117,153
                          
                          
                          
                          14,944Netherlands
                          
                          
                          110,710
                          
                          
                          
                          49,704Australia
                          
                          
                          62,519
                          
                          
                          
                          16,690Total
                          
                          
                          395,706
                          
                          
                          
                          127,199




In the
next three years, as estimated in the GLJ Report, Vermilion expects to pay
abandonment and reclamation costs of:




Country
                          
                          Undiscounted
      (M$)
                          
                          
                          Discounted
      10% (M$)Canada
                          
                          
                          3,043
                          
                          
                          
                          2,651France
                          
                          
                          4,355
                          
                          
                          
                          3,828Netherlands
                          
                          
                          1,312
                          
                          
                          
                          1,109Australia
                          
                          
                          -
                          
                          
                          
                          -Total
                          
                          
                          8,710
                          
                          
                          
                          7,589




Vermilion
has set aside a reclamation fund to help cover these future costs which amounted
to $63.4 million as at December 31, 2008. Vermilion anticipates making quarterly
contributions to that fund based on the estimated level necessary to fund future
obligations.  This estimate is reviewed regularly and adjusted as
determined necessary.  In addition to quarterly contributions,
Vermilion contributes one-time payments to the fund as its cash resources permit
and as are considered appropriate.
  2008
      Annual Information Form – Vermilion Energy Trust
                  20









Tax
Information
 
 Income tax
laws and administrative policies regarding mutual fund trusts may be changed in
a manner which adversely affects the Trust and/or the Unitholders.
 
 On June
22, 2007, legislation was passed to implement proposals originally announced on
October 31, 2006 relating to the taxation of certain distributions from certain
"specified investment flow-through" ("SIFT") trusts and SIFT partnerships (the
"SIFT Rules").  The SIFT Rules impose a tax at the trust level on
distributions of certain income from SIFT trusts (which include the Trust) and
partnerships at a rate of tax comparable to the combined federal and provincial
corporate tax and to treat such distributions as dividends to the
Unitholder.  Existing SIFT trusts will have a four-year transition
period, and subject to the qualifications below, will not be taxable under the
SIFT Rules until January 1, 2011.  The implementation of SIFT Rules
will result in adverse tax consequences to the Trust and indirectly certain
Unitholders (including most particularly Unitholders that are tax deferred plans
and non-residents of Canada) and impact cash distributions from the
Trust.
 
 Pursuant
to the SIFT Rules, commencing January 1, 2011 (provided the Trust only
experiences "normal growth" and no "undue expansion" before then) certain
distributions from the Trust which would have otherwise have been taxed as
ordinary income generally will be characterized as dividends in addition to
being subject to tax at corporate rates at the Trust level.  Returns
of capital generally are (and under the SIFT Rules will continue to be)
tax-deferred for Unitholders who are resident in Canada for purposes of the Tax
Act (and reduce such Unitholder's adjusted cost base in the Trust Unit for
purposes of the Tax Act).  Distributions of income to a Unitholder who
is not resident in Canada for purposes of the Tax Act, or that is a partnership
that is not a "Canadian partnership" for purposes of the Tax Act, generally will
be subject to Canadian withholding tax.
 
 The SIFT
Rules provide for a four year transition period for SIFTs in existence on
October 31, 2006 provided that there is only "normal growth" of a SIFT during
the transition period and no "undue expansion".  As a result, the
adverse tax consequences associated with the SIFT Rules could be realized by the
Trust sooner than January 1, 2011.  "Normal growth" would include
equity growth within certain "safe harbour" limits, measured by reference to a
SIFT trust's market capitalization as of the end of trading on October 31, 2006
(which would include the SIFT's issued and outstanding publicly traded trust
units and not any convertible debt, options or other interests convertible into
or exchangeable for trust units).  Those safe harbour limits were
originally 40% for the period from November 1, 2006 to December 31, 2007, and
20% for each calendar 2008, 2009 and 2010.  On November 28, 2009, the
Minister of Finance announced changes to the normal growth rules which
effectively allow the use of any remaining safe harbour amount in a single year
rather than staging a portion of the normal growth room over the 2009 and 2010
years.  Additional details of the “normal growth” guidelines include
the following:
 
 (a)
              new
      equity for these purposes includes units and debt that is convertible into
      units (and may include other substitutes for equity if attempts are made
      to develop such substitutes);
 
 (b)
              replacing
      debt that was outstanding as of October 31, 2006 with new equity, whether
      by a conversion into trust units of convertible debentures or otherwise,
      will not be considered growth for these purposes and will therefore not
      affect the safe harbour limits; and
 
 (c)
              the
      exchange for trust units, of exchangeable shares that were outstanding on
      October 31, 2006 will not be considered growth for those purposes and will
      therefore not affect the safe harbour where the issuance of the trust
      units is made in satisfaction of the exercise of the exchange right by a
      person other than the SIFT.
 
 The
Trust's market capitalization as of the close of trading on October 31, 2006,
having regard only to its issued and outstanding publicly-traded Trust Units,
was approximately $2,375 million, which means the Trust's aggregate "safe
harbour" equity growth amount was $2,375 million (not including equity,
including convertible debentures, issued to replace debt that was outstanding on
October 31, 2006).
 
 While
these guidelines are such that it is unlikely they would affect the Trust's
ability to raise the capital required to maintain and grow its existing
operations in the ordinary course during the transition period, they could
adversely affect the cost of raising capital and the Trust's ability to
undertake more significant acquisitions.
 
 In France,
the Trust is currently subject to a 35% corporate tax rate after eligible
deductions.  In the Netherlands, the Trust is currently subject to an
approximate 45% corporate tax rate after eligible deductions.  In
Australia, the Trust is currently subject to an approximate 30% corporate tax
rate after eligible deductions.




2008
      Annual Information Form – Vermilion Energy Trust
                21









Production
Estimates
 
 The
following table sets forth the volume of production estimated for the first year
as reflected in the estimates of gross proved reserves and gross proved plus
probable reserves:




Light
      and Medium Oil
                                  
                                  
                                  Natural
      Gas
                                  
                                  
                                  Natural
      Gas Liquids
                                  
                                  
                                  BOE(Mbbl)
                                  
                                  
                                  (MMcf)
                                  
                                  
                                  (Mbbl)
                                  
                                  
                                  (Mboe)CanadaProved
                                  
                                  
                                  848
                                  
                                  
                                  
                                  15,970
                                  
                                  
                                  
                                  485
                                  
                                  
                                  
                                  3,995Proved
      Plus Probable
                                  
                                  
                                  869
                                  
                                  
                                  
                                  18,307
                                  
                                  
                                  
                                  589
                                  
                                  
                                  
                                  4,509FranceProved
                                  
                                  
                                  3,046
                                  
                                  
                                  
                                  324
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  3,100Proved
      Plus Probable
                                  
                                  
                                  3,242
                                  
                                  
                                  
                                  335
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  3,298NetherlandsProved
                                  
                                  
                                  -
                                  
                                  
                                  
                                  7,638
                                  
                                  
                                  
                                  8
                                  
                                  
                                  
                                  1,281Proved
      Plus Probable
                                  
                                  
                                  -
                                  
                                  
                                  
                                  8,090
                                  
                                  
                                  
                                  8
                                  
                                  
                                  
                                  1,357AustraliaProved
                                  
                                  
                                  2,530
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  2,530Proved
      Plus Probable
                                  
                                  
                                  2,570
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  2,570Total
      Proved
                                  
                                  
                                  6,424
                                  
                                  
                                  
                                  23,932
                                  
                                  
                                  
                                  493
                                  
                                  
                                  
                                  10,906Total
      Proved Plus Probable
                                  
                                  
                                  6,681
                                  
                                  
                                  
                                  26,732
                                  
                                  
                                  
                                  597
                                  
                                  
                                  
                                  11,733




Production
History
 
 The
following table sets forth certain information in respect of production, product
prices received, royalties, production costs and netbacks received by Vermilion
for each quarter of its most recently completed financial
year:




Three
      Months Ended
                                      
                                      
                                      Three
      Months Ended
                                      
                                      
                                      Three
      Months Ended
                                      
                                      
                                      Three
      Months EndedMarch
      31, 2008
                                      
                                      
                                      June
      30, 2008
                                      
                                      
                                      September
      30, 2008
                                      
                                      
                                      December
      31, 2008CanadaAverage
      Daily ProductionLight
      and Medium Oil (Bbl/d)
                                      
                                      
                                      2,652
                                      
                                      
                                      
                                      2,721
                                      
                                      
                                      
                                      2,576
                                      
                                      
                                      
                                      2,534Natural
      Gas (MMcfpd)
                                      
                                      
                                      51.38
                                      
                                      
                                      
                                      51.28
                                      
                                      
                                      
                                      51.48
                                      
                                      
                                      
                                      50.45Natural
      Gas Liquids (Bbl/d)
                                      
                                      
                                      1,514
                                      
                                      
                                      
                                      1,648
                                      
                                      
                                      
                                      1,536
                                      
                                      
                                      
                                      1,506Average
      Net Prices ReceivedLight
      and Medium Oil ($/Bbl)
                                      
                                      
                                      99.38
                                      
                                      
                                      
                                      126.09
                                      
                                      
                                      
                                      124.12
                                      
                                      
                                      
                                      64.07Natural
      Gas ($/Mcf)
                                      
                                      
                                      7.96
                                      
                                      
                                      
                                      10.85
                                      
                                      
                                      
                                      8.45
                                      
                                      
                                      
                                      7.10Natural
      Gas Liquids ($/Bbl)
                                      
                                      
                                      81.05
                                      
                                      
                                      
                                      97.63
                                      
                                      
                                      
                                      100.61
                                      
                                      
                                      
                                      53.70RoyaltiesLight
      and Medium Oil ($/Bbl)
                                      
                                      
                                      13.71
                                      
                                      
                                      
                                      16.28
                                      
                                      
                                      
                                      16.79
                                      
                                      
                                      
                                      10.23Natural
      Gas ($/Mcf)
                                      
                                      
                                      1.73
                                      
                                      
                                      
                                      2.10
                                      
                                      
                                      
                                      1.97
                                      
                                      
                                      
                                      1.46Natural
      Gas Liquids ($/Bbl)
                                      
                                      
                                      24.12
                                      
                                      
                                      
                                      8.35
                                      
                                      
                                      
                                      8.75
                                      
                                      
                                      
                                      5.35TransportationLight
      and Medium Oil ($/Bbl)
                                      
                                      
                                      0.40
                                      
                                      
                                      
                                      0.55
                                      
                                      
                                      
                                      0.42
                                      
                                      
                                      
                                      0.51Natural
      Gas ($/Mcf)
                                      
                                      
                                      0.16
                                      
                                      
                                      
                                      0.23
                                      
                                      
                                      
                                      0.16
                                      
                                      
                                      
                                      0.18Natural
      Gas Liquids ($/Bbl)
                                      
                                      
                                      0.77
                                      
                                      
                                      
                                      0.99
                                      
                                      
                                      
                                      0.77
                                      
                                      
                                      
                                      0.93Production
      CostsLight
      and Medium Oil ($/Bbl)
                                      
                                      
                                      15.03
                                      
                                      
                                      
                                      13.26
                                      
                                      
                                      
                                      14.69
                                      
                                      
                                      
                                      15.41Natural
      Gas ($/Mcf)
                                      
                                      
                                      1.73
                                      
                                      
                                      
                                      1.57
                                      
                                      
                                      
                                      1.64
                                      
                                      
                                      
                                      1.73Natural
      Gas Liquids ($/Bbl)
                                      
                                      
                                      6.52
                                      
                                      
                                      
                                      5.42
                                      
                                      
                                      
                                      6.09
                                      
                                      
                                      
                                      6.42Netback
      ReceivedLight
      and Medium Oil ($/Bbl)
                                      
                                      
                                      70.24
                                      
                                      
                                      
                                      96.00
                                      
                                      
                                      
                                      92.22
                                      
                                      
                                      
                                      37.92Natural
      Gas ($/Mcf)
                                      
                                      
                                      4.34
                                      
                                      
                                      
                                      6.95
                                      
                                      
                                      
                                      4.68
                                      
                                      
                                      
                                      3.73Natural
      Gas Liquids ($/Bbl)
                                      
                                      
                                      49.64
                                      
                                      
                                      
                                      82.87
                                      
                                      
                                      
                                      85.00
                                      
                                      
                                      
                                      41.00FranceAverage
      Daily ProductionLight
      and Medium Oil (Bbl/d)
                                      
                                      
                                      8,605
                                      
                                      
                                      
                                      8,334
                                      
                                      
                                      
                                      8,682
                                      
                                      
                                      
                                      8,435Natural
      Gas (MMcfpd)
                                      
                                      
                                      1.17
                                      
                                      
                                      
                                      1.21
                                      
                                      
                                      
                                      1.14
                                      
                                      
                                      
                                      1.17Natural
      Gas Liquids (Bbl/d)
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Average
      Net Prices ReceivedLight
      and Medium Oil ($/Bbl)
                                      
                                      
                                      89.29
                                      
                                      
                                      
                                      144.41
                                      
                                      
                                      
                                      97.39
                                      
                                      
                                      
                                      72.57Natural
      Gas ($/Mcf)
                                      
                                      
                                      9.77
                                      
                                      
                                      
                                      11.51
                                      
                                      
                                      
                                      11.90
                                      
                                      
                                      
                                      11.29Natural
      Gas Liquids ($/Bbl)
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -






2008
      Annual Information Form – Vermilion Energy Trust
                22









RoyaltiesLight
      and Medium Oil ($/Bbl)
                  
                  
                  5.56
                  
                  
                  
                  6.53
                  
                  
                  
                  7.08
                  
                  
                  
                  5.00Natural
      Gas ($/Mcf)
                  
                  
                  (0.09
                  )
                  
                  
                  0.34
                  
                  
                  
                  0.30
                  
                  
                  
                  0.32Natural
      Gas Liquids ($/Bbl)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -TransportationLight
      and Medium Oil ($/Bbl)
                  
                  
                  6.69
                  
                  
                  
                  5.62
                  
                  
                  
                  4.69
                  
                  
                  
                  6.06Natural
      Gas ($/Mcf)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Natural
      Gas Liquids ($/Bbl)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Production
      CostsLight
      and Medium Oil ($/Bbl)
                  
                  
                  9.69
                  
                  
                  
                  9.95
                  
                  
                  
                  9.86
                  
                  
                  
                  17.41Natural
      Gas ($/Mcf)
                  
                  
                  3.49
                  
                  
                  
                  3.37
                  
                  
                  
                  3.54
                  
                  
                  
                  5.02Natural
      Gas Liquids ($/Bbl)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Netback
      ReceivedLight
      and Medium Oil ($/Bbl)
                  
                  
                  67.35
                  
                  
                  
                  122.31
                  
                  
                  
                  75.76
                  
                  
                  
                  44.10Natural
      Gas ($/Mcf)
                  
                  
                  6.37
                  
                  
                  
                  7.80
                  
                  
                  
                  8.06
                  
                  
                  
                  5.95Natural
      Gas Liquids ($/Bbl)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -NetherlandsAverage
      Daily ProductionLight
      and Medium Oil (Bbl/d)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Natural
      Gas (MMcfpd)
                  
                  
                  30.46
                  
                  
                  
                  29.72
                  
                  
                  
                  24.69
                  
                  
                  
                  24.11Natural
      Gas Liquids (Bbl/d)
                  
                  
                  19
                  
                  
                  
                  26
                  
                  
                  
                  27
                  
                  
                  
                  25Average
      Net Prices ReceivedLight
      and Medium Oil ($/Bbl)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Natural
      Gas ($/Mcf)
                  
                  
                  9.78
                  
                  
                  
                  10.65
                  
                  
                  
                  12.25
                  
                  
                  
                  13.58Natural
      Gas Liquids ($/Bbl)
                  
                  
                  91.76
                  
                  
                  
                  112.14
                  
                  
                  
                  109.58
                  
                  
                  
                  50.46RoyaltiesLight
      and Medium Oil ($/Bbl)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Natural
      Gas ($/Mcf)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Natural
      Gas Liquids ($/Bbl)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Production
      CostsLight
      and Medium Oil ($/Bbl)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Natural
      Gas ($/Mcf)
                  
                  
                  1.87
                  
                  
                  
                  1.95
                  
                  
                  
                  2.35
                  
                  
                  
                  2.05Natural
      Gas Liquids ($/Bbl)
                  
                  
                  -
                  
                  
                  
                  -Netback
      ReceivedLight
      and Medium Oil ($/Bbl)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Natural
      Gas ($/Mcf)
                  
                  
                  7.91
                  
                  
                  
                  8.70
                  
                  
                  
                  9.90
                  
                  
                  
                  11.53Natural
      Gas Liquids ($/Bbl)
                  
                  
                  91.76
                  
                  
                  
                  112.14
                  
                  
                  
                  109.58
                  
                  
                  
                  50.46AustraliaAverage
      Daily ProductionLight
      and Medium Oil (Bbl/d)
                  
                  
                  6,446
                  
                  
                  
                  7,312
                  
                  
                  
                  6,220
                  
                  
                  
                  7,117Natural
      Gas (MMcfpd)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Natural
      Gas Liquids (Bbl/d)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Average
      Net Prices ReceivedLight
      and Medium Oil ($/Bbl)
                  
                  
                  100.37
                  
                  
                  
                  157.93
                  
                  
                  
                  96.00
                  
                  
                  
                  64.51Natural
      Gas ($/Mcf)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Natural
      Gas Liquids ($/Bbl)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -RoyaltiesLight
      and Medium Oil ($/Bbl)
                  
                  
                  30.42
                  
                  
                  
                  50.71
                  
                  
                  
                  21.40
                  
                  
                  
                  18.14Natural
      Gas ($/Mcf)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Natural
      Gas Liquids ($/Bbl)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -TransportationLight
      and Medium Oil ($/Bbl)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Natural
      Gas ($/Mcf)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Natural
      Gas Liquids ($/Bbl)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Production
      CostsLight
      and Medium Oil ($/Bbl)
                  
                  
                  12.90
                  
                  
                  
                  12.71
                  
                  
                  
                  17.18
                  
                  
                  
                  15.93Natural
      Gas ($/Mcf)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Natural
      Gas Liquids ($/Bbl)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Netback
      ReceivedLight
      and Medium Oil ($/Bbl)
                  
                  
                  57.05
                  
                  
                  
                  94.51
                  
                  
                  
                  57.42
                  
                  
                  
                  66.72Natural
      Gas ($/Mcf)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Natural
      Gas Liquids ($/Bbl)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -




2008
      Annual Information Form – Vermilion Energy Trust
                  23









Marketing
  Vermilion
is party to certain derivative financial instruments, such as crude oil, natural
gas and power contracts.  Vermilion has entered into these contracts
for economic hedging purposes only in order to protect its cash flow on future
sales from the potential adverse impact of fluctuations in oil, gas and power
prices.  The contracts reduce the fluctuations in sales revenues and
power costs by establishing fixed prices or a trading range on a portion of its
oil and gas sales and power costs.  All of the economic hedges below
are arranged with counter parties representing major financial (banking)
institutions with AA to AAA credit ratings thereby reducing counter party credit
risk exposure.
  Contracts outstanding in respect of economic hedging transactions
are as follows:
  Risk
      Management: Oil
                            Funded
      Cost
                            Bbl/d
                            US$/BblCollar
      - BRENT2009
                            US$1.00/Bbl
                            500
                            $100.50
      - $200.00Call
      Spread - BRENT2009
      – 2011
                            US$5.73/Bbl
                            700
                            $  65.00
      -
$  85.00




ADDITIONAL
INFORMATION RESPECTING VERMILION ENERGY TRUST
 
 Trust
Units
 
 An
unlimited number of Trust Units may be created and issued pursuant to the Trust
Indenture.  Each Trust Unit shall entitle the holder thereof to one
vote at any meeting of the holders of Trust Units and represents an equal
fractional undivided beneficial interest in any distribution from the Trust
(whether of net income, net realized capital gains or other amounts) and in any
net assets of the Trust in the event of termination or winding-up of the
Trust.  All Trust Units outstanding from time to time shall be
entitled to equal shares of any distributions by the Trust, and in the event of
termination or winding-up of the Trust, in any net assets of the
Trust.  All Trust Units shall rank among themselves equally and
rateably without discrimination, preference or priority.  Each Trust
Unit is transferable, subject to compliance with applicable Canadian securities
laws, is not subject to any conversion or pre-emptive rights and entitles the
holder thereof to require the Trust to redeem any or all of the Trust Units held
by such holder (see "Redemption Right") and to one vote at all meetings of
Unitholders for each Trust Unit held.
 
 The Trust
Units do not represent a traditional investment and should not be viewed by
investors as "shares" in either Vermilion or the Trust.  As holders of
Trust Units in the Trust, the Unitholders will not have the statutory rights
normally associated with ownership of shares of a corporation including, for
example, the right to bring "oppression" or "derivative" actions.  The
price per Trust Unit will be a function of anticipated distributable income from
Vermilion and the ability of Vermilion to effect long term growth in the value
of the Trust.  The market price of the Trust Units will be sensitive
to a variety of market conditions including, but not limited to, interest rates,
commodity prices and the ability of the Trust to acquire additional
assets.  Changes in market conditions may adversely affect the trading
price of the Trust Units.
 
 Special
Voting Rights
 
 In order
to allow the Trust flexibility in pursuing corporate acquisitions, the Trust
Indenture allows for the creation of Special Voting Rights which will enable the
Trust to provide voting rights to holders of Exchangeable Shares and, in the
future, to holders of other exchangeable shares that may be issued by Vermilion
or other subsidiaries of the Trust in connection with other exchangeable share
transactions.
 
 An
unlimited number of Special Voting Rights may be created and issued pursuant to
the Trust Indenture.  Holders of Special Voting Rights shall not be
entitled to any distributions of any nature whatsoever from the Trust and shall
be entitled to attend at meetings of Unitholders and to such number of votes at
meetings of Unitholders as may be prescribed by the board of directors of
Vermilion in the resolution authorizing the issuance of any Special Voting
Rights.  Except for the right to attend and vote at meetings of the
Unitholders, the Special Voting Rights shall not confer upon the holders thereof
any other rights.
 
 Under the
terms of the Voting and Exchange Trust Agreement, the Trust has issued a Special
Voting Right to the Voting and Exchange Trust Agreement Trustee for the benefit
of every Person who holds Exchangeable Shares. 2008
      Annual Information Form – Vermilion Energy Trust
                      24




Unitholders'
Limited Liability
 
 The Trust
Indenture provides that no Unitholder, in its capacity as such, shall incur or
be subject to any liability in contract or in tort in connection with the Trust
or its obligations or affairs and, in the event that a court determines
Unitholders are subject to any such liabilities, the liabilities will be
enforceable only against, and will be satisfied only out of the Trust's
assets.  Pursuant to the Trust Indenture, the Trust will indemnify and
hold harmless each Unitholder from any cost, damages, liabilities, expenses,
charges or losses suffered by a Unitholder from or arising as a result of such
Unitholder not having such limited liability.
 
 The Trust
Indenture provides that all contracts signed by or on behalf of the Trust must
contain a provision to the effect that such obligation will not be binding upon
Unitholders personally.  Notwithstanding the terms of the Trust
Indenture, Unitholders may not be protected from liabilities of the Trust to the
same extent a shareholder is protected from the liabilities of a
corporation.  Personal liability may also arise in respect of claims
against the Trust (to the extent that claims are not satisfied by the Trust)
that do not arise under contracts, including claims in tort, claims for taxes
and possibly certain other statutory liabilities.  The possibility of
any personal liability to Unitholders of this nature arising is considered
unlikely in view of the fact that the sole activity of the Trust is to hold
securities, and all of the business operations are carried on by Vermilion,
directly or indirectly.
 
 The
activities of the Trust and its subsidiary, Vermilion, will be conducted, upon
the advice of counsel, in such a way and in such jurisdictions as to avoid as
far as possible any material risk of liability to the Unitholders for claims
against the Trust including by obtaining appropriate insurance, where available,
for the operations of Vermilion and having contracts signed by or on behalf of
the Trust include a provision that such obligations are not binding upon
Unitholders personally.
 
 The Income Trusts Liability Act
(Alberta) creates a statutory limitation on the liability of unitholders of
Alberta income trusts such as the Trust.  The Act provides that a
Unitholder will not be, as a beneficiary, liable for any act, default,
obligation or liability of the trustee that arises after the legislation comes
into effect.
 
 Issuance
of Trust Units
 
 The Trust
Indenture provides that Trust Units, including rights, warrants and other
securities to purchase, to convert into or to exchange into Trust Units, may be
created, issued, sold and delivered on such terms and conditions and at such
times as the Trustee, upon the recommendation of the board of directors of
Vermilion may determine.  The Indenture also provides that Vermilion
may authorize the creation and issuance of debentures, notes and other evidences
of indebtedness of the Trust which debentures, notes or other evidences of
indebtedness may be created and issued from time to time on such terms and
conditions to such persons and for such consideration as Vermilion may
determine.
 
 Cash
Distributions
 
 The
Trustee may declare payable to the Unitholders all or any part of the net income
of the Trust earned from interest income on the Notes, from the income generated
under the Royalty Agreement and from any dividends paid on the common shares of
Vermilion, less all expenses and liabilities of the Trust due and accrued and
which are chargeable to the net income of the Trust.  In addition,
Unitholders may, at the discretion of the board of directors of Vermilion,
receive distributions in respect of prepayments of principal on the Notes made
by Vermilion to the Trust before the maturity of the Notes.  It is
anticipated however, that the Trust may reinvest a portion of the repayments of
principal on the Notes to make capital expenditures to develop the business of
Vermilion with a view to enhancing Vermilion's cash flow from
operations.
 
 Cash
distributions will be made on the 15th day of each month to Unitholders of
record on the immediately preceding Distribution Record Date.


2008
      Annual Information Form – Vermilion Energy Trust
                  25









Record of Cash
Distributions
 
 The
following table sets forth the amount of monthly cash distributions per Trust
Unit declared by the Trust since the completion of the Arrangement on January
22, 2003.  Distributions are generally paid on the 15th day of the
month following the month of declaration.  Until the December 14, 2007
distribution announcement, Vermilion had paid distributions of $0.17 per Trust
Unit per month.  Starting with the January 15, 2008 payment date,
Vermilion increased the distribution amount to $0.19 per Trust Unit per
month.


Period
                          
                          Distribution
      Amount for Period per Trust Unit2003
      – January 22 to December 31
                          
                          $
                          1.872004
      – January to December
                          
                          $
                          2.042005
      – January to December
                          
                          $
                          2.042006
      – January to December
                          
                          $
                          2.042007
      – January to December
                          
                          $
                          2.062008
      – January to December
                          
                          $
                          2.282009
      – January to March
                          
                          $
                          0.57Total
      cash distributions since January 22, 2003(1)
                          
                          $
                          12.90




Note:(1)
                On
      March 16, 2009 the Trust announced that it would pay a cash distribution
      of $0.19 per Trust Unit to Unitholders of record as of March 31, 2009 on
      April 15, 2009.  The total cash distribution since January 22,
      2003 does not include the April distribution of
  $0.19.




Redemption
Right
 
 Trust
Units are redeemable at any time on demand by the holders thereof upon delivery
to the Trust of the certificate or certificates representing such Trust Units,
accompanied by a duly completed and properly executed notice requiring
redemption.  Upon receipt of the notice to redeem Trust Units by the
Trust, the holder thereof shall only be entitled to receive a price per Trust
Unit (the "Market Redemption Price") equal to the lesser of: (a) 90% of the
"market price" (as defined in the Trust Indenture) of the Trust Units on the
principal market on which the Trust Units are quoted for trading during the 10
trading day period commencing immediately after the date on which the Trust
Units are tendered to the Trust for redemption; and (b) the closing market
price on the principal market on which the Trust Units are quoted for trading on
the date that the Trust Units are so tendered for redemption.
 
 The
aggregate Market Redemption Price payable by the Trust in respect of any Trust
Units surrendered for redemption during any calendar month shall be satisfied by
way of a cash payment on the last day of the following month.  In
certain circumstances, the aggregate Market Redemption Price payable by the
Trust may be satisfied by distributing notes having an aggregate principal
amount equal to the aggregate Market Redemption Price of the Trust Units
tendered for redemption.
 
 It is
anticipated that this redemption right will not be the primary mechanism for
holders of Trust Units to dispose of their Trust Units.  Notes which
may be distributed in specie to holders of Trust Units in connection with a
redemption will not be listed on any stock exchange and no market is expected to
develop in such notes.
 
 Non-Resident
Unitholders
 
 It is in
the best interest of Unitholders that the Trust qualifies as a "unit trust" and
a "mutual fund trust" under the Tax Act.  Certain provisions of the
Tax Act require that the Trust not be established nor maintained primarily for
the benefit of Non-Residents.  Accordingly, in order to comply with
such provisions, the Trust Indenture contains restrictions on the ownership of
Trust Units by Unitholders who are Non-Residents.  In this regard, the
Trust shall, among other things, take all necessary steps to monitor the
ownership of the Trust Units to carry out such intentions.  If at any
time the Trust becomes aware that the beneficial owners of 50% or more of the
Trust Units then outstanding are or may be Non-Residents or that such a
situation is imminent, the Trust shall take such action as may be necessary to
carry out such intentions.
  2008
      Annual Information Form – Vermilion Energy Trust
                      26









Meetings
of Unitholders
 
 The Trust
Indenture provides that meetings of Unitholders must be called and held for,
among other matters, the election or removal of the Trustee, the appointment or
removal of the auditors of the Trust, the approval of amendments to the Trust
Indenture (except as described under "Amendments to the Trust Indenture"), the
sale of the property of the Trust as an entirety or substantially as an
entirety, and the commencement of winding-up the affairs of the
Trust.  Meetings of Unitholders will be called and held annually for,
among other things, the election of the directors of Vermilion and the
appointment of the auditors of the Trust.
 
 A meeting
of Unitholders may be convened at any time and for any purpose by the Trustee
and must be convened, except in certain circumstances, if requisitioned by the
holders of not less than 5% of the Trust Units then outstanding by a written
requisition.  A requisition must, among other things, state in
reasonable detail the business purpose for which the meeting is to be
called.
 
 Unitholders
may attend and vote at all meetings of Unitholders either in person or by proxy
and a proxyholder need not be a Unitholder.  Two persons present in
person or represented by proxy and representing in the aggregate at least 5% of
the votes attaching to all outstanding Trust Units shall constitute a quorum for
the transaction of business at all such meetings.  For the purposes of
determining such quorum, the holders of any issued Special Voting Rights who are
present at the meeting shall be regarded as representing outstanding Trust Units
equivalent in number to the votes attaching to such Special Voting
Rights.
 
 The Trust
Indenture contains provisions as to the notice required and other procedures
with respect to the calling and holding of meetings of Unitholders in accordance
with the requirements of applicable laws.
 
 Trustee
 
 Computershare
Trust Company of Canada is the trustee of the Trust.  The Trustee is
responsible for, among other things, accepting subscriptions for Trust Units and
issuing Trust Units pursuant thereto and maintaining the books and records of
the Trust and providing timely reports to holders of Trust Units.  The
Trust Indenture provides that the Trustee shall exercise its powers and carry
out its functions thereunder as Trustee honestly, in good faith and in the best
interests of the Trust and, in connection therewith, shall exercise that degree
of care, diligence and skill that a reasonably prudent trustee would exercise in
comparable circumstances.
 
 The term
of the Trustee's appointment is until the annual meeting of Unitholders to be
held in 2009.  At the Meeting, the Unitholders will be asked to
approve a resolution to re-appoint the Trustee for an additional three year
term.  Thereafter, the Unitholders shall re-appoint or appoint a
successor to the Trustee at the annual meeting of Unitholders three years
following the re-appointment or appointment of the successor to the
Trustee.  The Trustee may also be removed by Special Resolution of the
Unitholders.  Such resignation or removal becomes effective upon the
acceptance or appointment of a successor trustee.
 
 Delegation
of Authority, Administration and Trust Governance
 
 The board
of directors of Vermilion has generally been delegated the significant
management decisions of the Trust.  In particular, the Trustee has
delegated to Vermilion responsibility for any and all matters relating to the
following: (a) an Offering; (b) ensuring compliance with all
applicable laws, including in relation to an Offering; (c) all matters
relating to the content of any Offering Documents, the accuracy of the
disclosure contained therein, and the certification thereof; (d) all
matters concerning the terms of, and amendment from time to time of the material
contracts of the Trust; (e) all matters concerning any underwriting or
agency agreement providing for the sale of Trust Units or rights to Trust Units;
(f) all matters relating to the redemption of Trust Units; (g) all
matters relating to the voting rights on any investments in the Trust Fund or
any Subsequent Investments; and (h) all matters relating to the specific
powers and authorities as set forth in the Trust Indenture.
  2008
      Annual Information Form – Vermilion Energy Trust
                      27









Amendments
to the Trust Indenture
 
 The Trust
Indenture may be amended or altered from time to time by Special
Resolution.
 
 The
Trustee may, without the approval of any of the Unitholders, amend the Trust
Indenture for the purpose of:
 
 (a)
              ensuring
      the Trust's continuing compliance with applicable laws or requirements of
      any governmental agency or authority of Canada or of any
      province;
 
 (b)
              ensuring
      that the Trust will satisfy the provisions of each of
      subsections 108(2) and 132(6) of the Tax Act as from time to time
      amended or replaced;
 
 (c)
              ensuring
      that such additional protection is provided for the interests of
      Unitholders as the Trustee may consider
  expedient;
 
 (d)
              removing
      or curing any conflicts or inconsistencies between the provisions of the
      Trust Indenture or any supplemental indenture and any other agreement of
      the Trust or any offering document pursuant to which securities of the
      Trust are issued with respect to the Trust, or any applicable law or
      regulation of any jurisdiction, provided that in the opinion of the
      Trustee the rights of the Trustee and of the Unitholders are not
      prejudiced thereby; or
 
 (e)
              curing,
      correcting or rectifying any ambiguities, defective or inconsistent
      provisions, errors, mistakes or omissions, provided that in the opinion of
      the Trustee the rights of the Trustee and of the Unitholders are not
      prejudiced thereby.
 
 Takeover
Bid
 
 The Trust
Indenture contains provisions to the effect that if a takeover bid is made for
the Trust Units and not less than 90% of the Trust Units (other than Trust Units
held at the date of the takeover bid by or on behalf of the offeror or
associates or affiliates of the offeror) are taken up and paid for by the
offeror, the offeror will be entitled to acquire the Trust Units held by
Unitholders who did not accept the takeover bid, on the terms offered by the
offeror.
 
 Termination
of the Trust
 
 The
Unitholders may vote to terminate the Trust at any meeting of the Unitholders
duly called for that purpose, subject to the following: (a) a vote may only
be held if requested in writing by the holders of not less than 20% of the
outstanding Trust Units; (b) a quorum of 50% of the issued and outstanding
Trust Units is present in person or by proxy; and (c) the termination must
be approved by Special Resolution of Unitholders.
 
 Unless the
Trust is earlier terminated or extended by vote of the Unitholders, the Trustee
shall commence to wind up the affairs of the Trust on December 31,
2099.  In the event that the Trust is wound up, the Trustee will sell
and convert into money the property of the Trust in one transaction or in a
series of transactions at public or private sale and do all other acts
appropriate to liquidate the property of the Trust, and shall in all respects
act in accordance with the directions, if any, of the Unitholders in respect of
termination authorized pursuant to the Special Resolution authorizing the
termination of the Trust.  Notwithstanding anything herein contained,
in no event shall the Trust be wound up until the Royalty shall have been
disposed of, and under no circumstances shall any Unitholder come into any
possession of any interest in the Royalty.  After paying, retiring or
discharging or making provision for the payment, retirement or discharge of all
known liabilities and obligations of the Trust and providing for indemnity
against any other outstanding liabilities and obligations, the Trustee shall
distribute the remaining part of the proceeds of the sale of the assets together
with any cash forming part of the property of the Trust among the Unitholders in
accordance with their Pro Rata Share.
 
 Reporting
to Unitholders
 
 The
financial statements of the Trust are audited annually by an independent
recognized firm of chartered accountants.  The audited financial
statements of the Trust, together with the report of such chartered accountants,
are mailed by the Trustee to Unitholders and the unaudited interim financial
statements of the Trust are mailed to Unitholders as prescribed by applicable
securities legislation.  The year-end of the Trust is
December 31.
 
 The Trust
is subject to the continuous disclosure obligations under applicable securities
legislation.




2008
      Annual Information Form – Vermilion Energy Trust
                      28









Distribution
Reinvestment Plan
 
 On May 14,
2008 Vermilion announced that the board of directors of Vermilion Resources
Ltd., administrator of the Trust, has determined to suspend its Distribution
Reinvestment Plan (DRIP) indefinitely effective June 16,
2008.  Vermilion will advise as to when the Distribution Reinvestment
Plan will be reinstated.
 
 Unitholder
Rights Plan
 
 The Trust
first implemented a unitholder rights plan (the "Rights Plan") in 2003 in
conjunction with the Arrangement.  At the annual and special meeting
of Unitholders held in 2006, the Rights Plan was renewed and approved by
Unitholders.  Pursuant to its terms, the Rights Plan must be
reconfirmed by the Unitholders after three years from its
implementation.  A renewal of the Rights Plan is not effective unless
and until the renewal of the Unitholder Rights Agreement (the "Unitholder Rights
Agreement") between the Trust and the Trustee, as rights agent, is approved by
the Unitholders.  At the Meeting, the Unitholders will be asked to
approve a resolution to renew the Rights Plan for an additional three year
period.  If such resolution is not approved by a simple majority of
votes cast at the Meeting by the holders of the Trust Units, the Rights Plan
will cease to exist.
 
 The
objectives of the Rights Plan are to ensure, to the extent possible, that all
Unitholders are treated equally and fairly in connection with any takeover bid
for the Trust. Takeover bids may be structured to be coercive or may be
initiated at a time when the board of directors of Vermilion will have a
difficult time preparing an adequate response to the
offer.  Accordingly, such offers do not always result in Unitholders
receiving equal or fair treatment or full or maximum value for their
investment.  Under current Canadian securities legislation, a takeover
bid is required to remain open for 35 days, a period of time which the board of
directors believes is insufficient for the directors to:
 
 (a)
              evaluate
      a takeover bid (particularly if it includes share or trust unit
      consideration);
 
 (b)
              explore,
      develop and pursue alternatives which are superior to the takeover bid and
      which could maximize Unitholder value;
and
 
 (c)
              make
      reasoned recommendations to the
Unitholders.
 
 The Rights
Plan discourages discriminatory, coercive or unfair takeovers of the Trust and
gives the board of directors of Vermilion time if, in the circumstances, the
board of directors determines it is appropriate to take such time, to pursue
alternatives to maximize Unitholder value in the event an unsolicited takeover
bid is made for all or a portion of the outstanding Trust Units of the
Trust.  As set forth in detail below, the Rights Plan discourages
coercive hostile takeover bids by creating the potential that any Trust Units
which may be acquired or held by such a bidder will be significantly
diluted.  The potential for significant dilution to the holdings of
such a bidder can occur as the Rights Plan provides that all holders of Trust
Units who are not related to the bidder will be entitled to exercise rights
issued to them under the Rights Plan and to acquire Trust Units at a substantial
discount to prevailing market prices.  The bidder or the persons
related to the bidder will not be entitled to exercise any Rights under the
Rights Plan.  Accordingly, the Rights Plan will encourage potential
bidders to make takeover bids by means of a Permitted Bid (as defined below) or
to approach the board of directors of Vermilion to negotiate a mutually
acceptable transaction.  The Permitted Bid provisions of the Rights
Plan are designed to ensure that in any takeover bid for outstanding Trust Units
of the Trust all Unitholders are treated equally and are given adequate time to
properly assess such takeover bid on a fully-informed basis.
 
 The Rights
Plan was not proposed in response to, or in anticipation of, any pending,
threatened or proposed acquisition or takeover bid.  The board of
directors did not adopt the Rights Plan to prevent a takeover of the Trust, to
secure the continuance of management or the directors in their respective
offices or to deter fair offers for the Trust Units of the Trust.
 
 Summary of the
Plan
 
 The
following summary of terms of the Rights Plan is qualified in its entirety by
reference to the text of the Unitholder Rights Plan Agreement.  A copy
of the Unitholder Rights Plan Agreement will be available in its entirety upon
request at the head office of Vermilion during normal business
hours.
  2008
      Annual Information Form – Vermilion Energy Trust
                      29









Term
 
 The Rights
Plan will remain in effect until termination of the annual meeting of
Unitholders of the Trust in 2009.  At the Meeting, Unitholders will be
asked to approve a resolution to renew the Rights Plan for an additional three
year period, terminating at the annual meeting of Unitholders of the Trust
in 2012.
 
 Issue of
Rights
 
 One right
(a "Right") has been issued by the Trust pursuant to the Unitholder Rights Plan
Agreement in respect of each Trust Unit of the Trust outstanding at the close of
business on May 5, 2006 (the "Record Time").  One Right will also be
issued for each additional Trust Unit issued after the Record Time and prior to
the earlier of the Separation Time (as defined below) or the Expiration Time (as
defined below).
 
 Rights Exercise
Privilege
 
 The Rights
will separate from the voting units to which they are attached and become
exercisable at the time (the "Separation Time") which is 10 trading days
following the date a person becomes an Acquiring Person or announces an
intention to make a takeover bid that is not an acquisition pursuant to a
takeover bid permitted by the Rights Plan (a "Permitted Bid").
 
 Any
transaction or event in which a person (an "Acquiring Person"), including
associates and affiliates and others acting in concert, acquires (other than
pursuant to an exemption available under the Rights Plan or a Permitted Bid)
Beneficial Ownership (as defined in the Rights Plan) of 20% or more of the
voting securities of the Trust is referred to as a "Flip-in Event". Any Rights
held by an Acquiring Person on or after the earlier of the Separation Time or
the first date of public announcement by the Trust or an Acquiring Person that
an Acquiring Person has become such, will become void and the Rights (other than
those held by the Acquiring Person) will permit the holder to purchase Trust
Units at a substantial discount to their prevailing market price at the
time.
 
 The
issuance of the Rights is not dilutive and will not affect reported earnings or
cash flow per Trust Unit until the Rights separate from the underlying Trust
Units and become exercisable or until the exercise of the Rights.  The
issuance of the Rights will not change the manner in which Unitholders currently
trade their Trust Units.
 
 Permitted Lock-Up
Agreement
 
 A person
will not become an Acquiring Person by virtue of having entered into an
agreement (a "Permitted Lock-Up Agreement") with a Unitholder whereby the
Unitholder agrees to deposit or tender voting shares to a takeover bid made by
such person, provided that the agreement meets certain requirements
including:
 
 (a)
              the
      terms of the agreement are publicly disclosed and a copy of the agreement
      is publicly available;
 
 (b)
              the
      Unitholder who has agreed to tender voting shares to the takeover bid (the
      "Lock-Up Bid") made by the other party to the agreement is permitted to
      terminate its obligation under the agreement in order to tender voting
      shares to another takeover bid or transaction where: (i) the offer price
      or value of the consideration payable under the other takeover bid or
      transaction is greater than the price or value of the consideration per
      share at which the Unitholder has agreed to deposit or tender voting
      shares to the Lock-Up Bid or is equal to or greater than a specified
      minimum which is not more than 7% higher than the offer price under the
      Lock-Up Bid; and (ii) if the number of voting shares offered to be
      purchased under the Lock-Up Bid is less than all of the voting units held
      by Unitholders (excluding Trust Units held by the offeror), the number of
      voting units offered to be purchased under the other takeover bid or
      transaction (at an offer price not lower than in the Lock-Up Bid) is
      greater than the number of voting units offered to be purchased under the
      Lock-Up Bid or is equal to or greater than a specified number which is not
      more than 7% higher than the number of voting units offered to be
      purchased under the Lock-Up Bid;
and
  (c)
                no
      break-up fees or other penalties that exceed in the aggregate the greater
      of 2.5% of the price or value of the consideration payable under the
      Lock-Up Bid and 50% of the increase in consideration resulting from
      another takeover bid or transaction shall be payable by the Unitholder if
      the Unitholder fails to deposit or tender voting units to the Lock-Up
      Bid.
  2008
      Annual Information Form – Vermilion Energy Trust
                        30
  
  Certificates and
Transferability
  Prior to
the Separation Time, the Rights will be evidenced by a legend imprinted on
certificates for Trust Units issued from and after the effective date (the
"Effective Date") of the Unitholder Rights Plan Agreement (being the later of
the date of the Unitholder Rights Plan Agreement and the receipt by the Trust of
all regulatory approvals with respect to the Unitholder Rights Plan Agreement).
Rights are also attached to Trust Units outstanding on the Effective Date,
although certificates issued prior to the Effective Date will not bear such a
legend. Unitholders are not required to return their certificates in order to
have the benefit of the Rights. Prior to the Separation Time, Rights will trade
together with the Trust Units and will not be exercisable or transferable
separately from the Trust Units. From and after the Separation Time, the Rights
will become exercisable, will be evidenced by Rights Certificates and will be
transferable separately from the Trust Units.
 
 Permitted Bid
Requirements
 
 The
requirements of a "Permitted Bid" include the following:
 
 (a)
                  the
      takeover bid must be made by means of a takeover bid
    circular;
 
 (b)
                  the
      takeover bid is made to all holders of voting units as registered on the
      books of the Trust, other than the
offeror;
 
 (c)
                  the
      takeover bid contains, and the take-up and payment for securities tendered
      or deposited is subject to, an irrevocable and unqualified provision that
      no voting shares will be taken up or paid for pursuant to the takeover bid
      prior to the close of business on the date which is not less than 45 days
      following the date of the takeover bid and only if at such date more than
      50% of the voting units held by independent Unitholders shall have been
      deposited or tendered pursuant to the takeover bid and not
      withdrawn;
 
 (d)
                  the
      takeover bid contains an irrevocable and unqualified provision that unless
      the takeover bid is withdrawn, voting units may be deposited pursuant to
      such takeover bid at any time during the period of time between the date
      of the takeover bid and the date on which voting units may be taken up and
      paid for and that any voting units deposited pursuant to the takeover bid
      may be withdrawn until taken up and paid for;
  and
 
 (e)
                  the
      takeover bid contains an irrevocable and unqualified provision that if, on
      the date on which voting units may be taken up and paid for, more than 50%
      of the voting units held by independent Unitholders shall have been
      deposited pursuant to the takeover bid and not withdrawn, the offeror will
      make a public announcement of that fact and the takeover bid will remain
      open for deposits and tenders of voting units for not less than ten
      business days from the date of such public
  announcement.
 
 The Rights
Plan allows for a competing Permitted Bid (a "Competing Permitted Bid") to be
made while a Permitted Bid is in existence. A Competing Permitted Bid must
satisfy all of the requirements of a Permitted Bid except that it may expire on
the same date as the Permitted Bid, subject to the requirement that it be
outstanding for a minimum period of 35 days.
 
 Waiver and
Redemption
 
 If a
potential offeror does not desire to make a Permitted Bid, it can negotiate
with, and obtain the prior approval of, the board of directors to make a
takeover bid by way of a takeover bid circular sent to all holders of voting
units on terms which the board of directors considers fair to all Unitholders.
In such circumstances, the board of directors may waive the application of the
Rights Plan thereby allowing such bid to proceed without dilution to the
offeror.  Any waiver of the application of the Rights Plan in respect
of a particular takeover bid shall also constitute a waiver of any other
takeover bid which is made by means of a takeover bid circular to all holders of
voting units while the initial takeover bid is outstanding.  The board
of directors may also waive the application of the Rights Plan in respect of a
particular Flip-in Event that has occurred through inadvertence, provided that
the Acquiring Person that inadvertently triggered such Flip-in Event reduces its
beneficial holdings to less than 20% of the outstanding voting units of the
Trust within 14 days or such earlier or later date as may be specified by the
board.  With the prior consent of the holders of voting units, the
board of directors may, prior to the occurrence of a Flip-in Event that would
occur by reason of an acquisition of voting units otherwise than pursuant to the
foregoing, waive the application of the Rights Plan to such Flip-in
Event.
  2008
      Annual Information Form – Vermilion Energy Trust
                          31









The board
of directors may, with the prior consent of the holders of voting units, at any
time prior to the occurrence of a Flip-in Event, elect to redeem all but not
less than all of the then outstanding Rights at a redemption price of $0.00001
per Right. Rights are deemed to be redeemed following completion of a Permitted
Bid, a Competing Permitted Bid or a takeover bid in respect of which the board
of directors has waived the application of the Rights Plan.
 
 Exemptions for Investment
Advisors
 
 Investment
advisors (for client accounts), trust companies (acting in their capacity as
trustees or administrators), statutory bodies whose business includes the
management of funds (for employee benefit plans, pension plans, or insurance
plans of various public bodies) and administrators or trustees of registered
pension plans or funds acquiring greater than 20% of the voting shares are
exempted from triggering a Flip-in Event, provided they are not making, either
alone or jointly or in concert with any other person, a takeover
bid.
 
 Board of
Directors
 
 The
adoption of the Rights Plan will not in any way lessen or affect the duty of the
board of directors to act honestly and in good faith with a view to the best
interests of the Trust. The board of directors, when a takeover bid or similar
offer is made, will continue to have the duty and power to take such actions and
make such recommendations to Unitholders as are considered
appropriate.
 
 Amendment
 
 The Trust
may, with the prior approval of Unitholders (or the holders of Rights if the
Separation Time has occurred), supplement amend, vary or delete any of the
provisions of the Unitholder Rights Plan Agreement. The Trust may make
amendments to the Unitholder Rights Plan Agreement at any time to correct any
clerical or typographical error or, subject to confirmation at the next meeting
of Unitholders, make amendments which are required to maintain the validity of
the Unitholder Rights Plan Agreement due to changes in any applicable
legislation, regulations or rules.
  2008
      Annual Information Form – Vermilion Energy Trust
                      32









ADDITIONAL
INFORMATION RESPECTING VERMILION RESOURCES LTD.
 
 Management
of Vermilion
 
 Vermilion
has a board of directors currently consisting of six individuals.  The
directors are elected by the Trust at the direction of Unitholders by ordinary
resolution, and hold office until the Meeting.
 
 As at
March 17, 2009, the directors and officers of Vermilion, as a group,
beneficially owned, directly or indirectly, 1,108,109 Trust Units representing
approximately 1.6% of the issued and outstanding Trust Units, as well as an
aggregate of 2,006,077 Exchangeable Shares.  Assuming all Exchangeable
Shares were exchanged for Trust Units, using the Exchange Ratio of 1.69991, the
directors and executive officers would hold 4,518,259 Trust Units, representing
5.9% of then issued and outstanding Trust Units.
 The
following table sets forth certain information respecting the directors and
officers of Vermilion.




Directors
                            Name
      and
                            Municipality
      of Residence
                          Office
      Held
                          Year
      First Elected
                            or
      Appointed
                            as
      Director
                          Principal
      Occupation During the Past Five YearsLorenzo
      Donadeo
                            Calgary,
      Alberta, Canada
                          President
      and Chief Executive Officer and Director
                          1994
                          Since
      2003, President and Chief Executive Officer of Vermilion
                            
                            2000
      to 2003, Executive Vice President and Chief Operating Officer of
      VermilionW. Kenneth Davidson (2)(3)
                            Oakville,
      Ontario, Canada
                          Director
                          2005
                          Since
      2000, Director of Millar Western Forest Products Ltd.
                            1996
      to 2001, Co-Chief Executive Officer of Gordon Capital Corporation, an
      investment banking firmClaudio
      A. Ghersinich (2)(4)(5)
                            Calgary,
      Alberta, Canada
                          Director
                          1994
                          Since
      2005, President of Carrera Investments Corp., a private investment
      company
                            
                            1994
      to 2005, Executive Vice President, Business Development of
      VermilionJoseph
      F. Killi (2)(3)
                            Calgary,
      Alberta, Canada
                          Director
                          1999
                          Since
      2005, Vice Chairman of Realex Properties Corp., a public real estate
      company
                            
                            Since
      2005, Chairman of Parkbridge Lifestyle Communities Inc., a public real
      estate company
                            
                            Since
      1993, President of Rosebridge Capital Corp. Inc., a private real estate
      investment company
                            
                            2004
      to 2005, Chief Executive Officer of Parkbridge Lifestyle Communities
      Inc.Larry J. Macdonald(1)(2)(3)(4)(5)
                            Okotoks,
      Alberta, Canada
                          Director
      and Chairman of the Board
                          2002
                          Since
      2003, Chairman & Chief Executive Officer and a director
      of  Point Energy Ltd., a private oil and gas
company
                            
                            Since
      2003, Managing Director of Northpoint Energy Ltd., a private oil and gas
      companyWilliam
      F. Madison (2)(4)(5)
                            Sugar
      Land, Texas, USA
                          Director
                          2004
                          From
      1999 to 2006, a director of Montana Tech Foundation, serving as Chairman
      during 2004 and 2005
                            
                            From
      1965 to 2000, Mr. Madison worked in increasingly senior positions with
      Marathon Oil Company, a public oil and gas company, where he retired as
      Senior Vice President Worldwide ProductionNotes:
                            (1)
      Chairman of the Board
                            (2) Member
      of the Audit Committee
                            (3) Member
      of the Governance and Human Resources Committee
                            (4) Member
      of the Health, Safety and Environment Committee
                            (5) Member
      of the Independent Reserves
Committee




2008
      Annual Information Form – Vermilion Energy Trust
                    33









Officers
                          Name
      and
                          Municipality
      of Residence
                        Office
      Held
                        Principal
      Occupation During the Past Five YearsJohn
      D. Donovan
                          Calgary,
      Alberta, Canada
                        Executive
      Vice President Business Development
                        Since
      2005, Executive Vice President, Business Development of
      Vermilion
                          
                          2002
      to 2005, Senior Vice President of Harrison Lovegrove, oil and gas
      consultantsCurtis
      W. Hicks
                          Calgary,
      Alberta, Canada
                        Executive
      Vice President and Chief Financial Officer
                        Since
      2004, Executive Vice President and Chief Financial Officer of
      Vermilion
                          
                          2003
      to 2004, Vice President, Finance and Chief Financial Officer of
      VermilionG.R.
      (Bob) Mac Dougall
                          Calgary,
      Alberta, Canada
                        Executive
      Vice President and Chief Operating Officer
                        Since
      2006, Executive Vice President and Chief Operating Officer of
      Vermilion
                          
                          2004
      to 2006, Chief Operating Officer of Vermilion
                          
                          1999
      to 2004, General Manager of production and operations of Chevron Texaco
      Western Canada producing oil and gas propertiesPaul
      Beique
                          Calgary,
      Alberta, Canada
                        Vice
      President
                          Capital
      Markets
                        Since
      October 21, 2008, Vice President Capital Markets of Vermilion
                          
                          2003
      to October 21, 2008, Director Investor Relations of
    VermilionKeith
      D. Hartman
                          Calgary,
      Alberta, Canada
                        Vice
      President
                          Exploitation
                        Since
      2006, Vice President Exploitation of Vermilion
                          
                          2004
      to 2006, Director of Exploitation of Vermilion
                          
                          2001
      to 2004, Project Manager and Manager of Production Optimization of Chevron
      Texaco Western Canada producing oil and gas propertiesMona
      Jasinski
                          Calgary,
      Alberta, Canada
                        Vice
      President
                          People
                        Since
      January 12, 2009, Vice President People of Vermilion
                          
                          2004
      to January 12, 2009, HR Manager, Shell Onshore Production, North
      AmericaRaj
      C. Patel
                          Calgary,
      Alberta, Canada
                        Vice
      President Marketing
                        Since
      2001, Vice President, Marketing of VermilionScott
      Ferguson
                          Harlingen,
      Netherlands
                        General
      Manager, Vermilion Oil & Gas Netherlands (VOGN)
                        Since
      March 1, 2008, General Manager, Vermilion Oil & Gas Netherlands
      (VOGN)
                          
                          2006
      to March 1, 2008, Production Manager Canada, Vermilion
                          
                          2005
      to 2006, Senior Exploitation Engineer Vermilion
                          
                          2003
      to 2005, Senior Production Engineer VermilionBruce
      D. Lake
                          Perth,
      Australia
                        Managing
      Director, Vermilion Australia
                        Since
      2005, Managing Director of Vermilion Oil & Gas Australia Pty Ltd., a
      subsidiary of the Trust
                          
                          1996
      to 2005, Operations Manager for Apache Energy Limited’s Australian oil and
      gas operationsPeter
      Sider
                          Biscarosse,
      France
                        Regional
      General Manager, European Operations
                        Since
      March 1, 2008, Regional General Manager, European Operations
                          
                          2006
      to March 1, 2008, Managing Director of Vermilion Oil & Gas Netherlands
      B.V., a subsidiary of the Trust
                          
                          1999
      to 2006, founder of four private and public oil and gas companies in
      Alberta including Resolution Resources, EMBO Petroleum, Newheart Oil and
      Gas and Breakside
Energy




2008
      Annual Information Form – Vermilion Energy Trust
                    34









AUDIT
COMMITTEE MATTERS
 
 Audit
Committee Charter
 
 Vermilion
has established an audit committee (the "Audit Committee") to assist the Board
of Directors in carrying out its oversight responsibilities with respect to,
among other things, financial reporting, internal controls and the external
audit process of the Trust.  The Audit Committee Terms of Reference
are set out in Schedule "C" to this annual information form.
 
 Composition
of the Audit Committee
 
 The
following table sets forth the name of each current member of the Audit
Committee, whether pursuant to applicable securities legislation, such member is
considered independent, whether pursuant to applicable securities legislation,
such member is considered financially literate and the relevant education and
experience of such member.




Name
                          Independent
                          Financially
      Literate
                          Relevant
      Education and ExperienceW.
      Kenneth Davidson
                            (Chair)
                          Yes
                          Yes
                          Mr.
      Davidson holds Bachelor of Science degrees in Mathematics and Business and
      a Masters in Business Administration degree.  Mr. Davidson has
      obtained significant financial experience and exposure to accounting
      including internal controls and procedures for financial reporting and
      complex financial issues as a director, officer or consultant to a number
      of companies involved in the banking and securities areas of the financial
      services sector.Claudio
      A. Ghersinich
                          Yes
                          Yes
                          Mr.
      Ghersinich holds a B.Sc. Civil Engineering degree from the University of
      Manitoba.  Mr. Ghersinich has obtained financial experience and
      exposure to accounting and financial issues in a role as a founder of
      Vermilion Resources Ltd. in 1994 and as an audit committee member of other
      public companies.Joseph
      F. Killi
                          Yes
                          Yes
                          Mr. Killi
      holds a Bachelor of Science degree in Biochemistry, a Bachelor of Commerce
      degree and a Chartered Accountant designation.  As a Chartered
      Accountant, Mr. Killi attained experience in preparing, auditing,
      analyzing and evaluating financial statements including internal controls
      and procedures for financial reporting.  Mr. Killi has an
      understanding of the accounting principles used by the Trust as well as
      the implications of those accounting principles on the Trust's financial
      results.  Mr. Killi has also obtained significant financial
      experience and exposure to accounting and financial issues in a number of
      senior positions with Parkbridge Lifestyle Communities Inc., Realex
      Properties Corp. and Trizec Corporation and in his role as a director and
      audit committee member of other public and private
    companies.Larry
      J. Macdonald
                          Yes
                          Yes
                          Mr.
      Macdonald holds a Bachelor of Science degree in Geology.  In
      2005, Mr. Macdonald attended a financial literacy course at the
      University of Toronto's Rotman's School of Management in conjunction with
      the Institute of Corporate Directors.  In addition, Mr.
      Macdonald has obtained financial experience and exposure to accounting and
      financial issues in a number of senior officer positions with Point Energy
      Ltd., Pointwest Energy Inc., Westpoint Energy Inc. and Anderson
      Exploration Ltd. and as a director, audit committee member and officer of
      a number of other public and private companies as well as not-for-profit
      organizations.William
      F. Madison
                          Yes
                          Yes
                          Mr.
      Madison holds a Bachelor of Science in Petroleum
      Engineering.  Mr. Madison has completed the Harvard Program for
      Management Development. Mr. Madison has obtained financial experience and
      exposure to accounting and financial issues as the Chairman of Montana
      Tech Foundation and as a senior executive of Marathon Oil Company and as a
      director, audit committee member and officer of other public and private
      companies.






2008
      Annual Information Form – Vermilion Energy Trust
                    35









External
Audit Service Fees
 
 During the
years ended December 31, 2008 and 2007, Deloitte & Touche LLP, the auditors
of the Trust, received the following fees from the Trust:




Item
                    
                    2008
                    
                    
                    2007Audit
      fees(1)
                    
                    $
                    1,665,004
                    
                    
                    $
                    1,367,900Audit
      related fees(2)
                    
                    $
                    49,835
                    
                    
                    $
                    56,466




Notes:(1)
                Audit
      fees consisted of professional services rendered by Deloitte & Touche
      LLP for the audit of the Trust's financial statements for the years ended
      December 31, 2008 and 2007, fees for the review of the quarterly financial
      statements and services provided in connection with statutory and
      regulatory filings or engagements.(2)
                Audit
      related fees are for assurance and related services reasonably related to
      the performance of the audit or review of the annual financial statements
      and are not reported under the heading "Audit
  Fees".




Vermilion
Share Capital
 
 Vermilion
is authorized to issue an unlimited number of common shares and an unlimited
number of exchangeable shares issuable in series, of which an unlimited number
of Series A Exchangeable Shares are authorized.  The Trust is the sole
holder of the issued and outstanding shares of Vermilion, other than the
Exchangeable Shares.
 
 Common
Shares
 
 Each
common share will entitle its holder to receive notice of and to attend all
meetings of the shareholders of Vermilion and to one vote at such
meetings.  The holders of common shares will be, at the discretion of
the board of directors of Vermilion and subject to applicable legal
restrictions, and subject to certain preferences of holders of Exchangeable
Shares, entitled to receive any dividends declared by the board of directors on
the common shares to the exclusion of the holders of Exchangeable Shares,
subject to the proviso that no dividends shall be paid on the common shares
unless all declared dividends on the outstanding Exchangeable Shares have been
paid in full.  The holders of common shares will be entitled to share
equally in any distribution of the assets of Vermilion upon the liquidation,
dissolution, bankruptcy or winding-up of Vermilion or other distribution of its
assets among its shareholders for the purpose of winding-up its
affairs.  Such participation is subject to the rights, privileges,
restrictions and conditions attaching to the Exchangeable Shares and any other
shares having priority over the common shares.
 
 Exchangeable
Shares
 
 Each
Exchangeable Share will have economic rights (including the right to have the
Exchange Ratio adjusted to account for distributions paid to Unitholders) and
voting attributes (through the benefit of the Special Voting Right granted to
the Voting and Exchange Trust Agreement Trustee) as set forth in the
Exchangeable Share Provisions.  In addition, holders of Exchangeable
Shares will have the right to receive Trust Units at any time in exchange for
their Exchangeable Shares, on the basis of the Exchange Ratio in effect at the
time of the exchange.  Fractional Trust Units will not be delivered on
any exchange of Exchangeable Shares and the Voting and Exchange Trust
Agreement.  In the event that the Exchange Ratio in effect at the time
of an exchange would otherwise entitle a holder of Exchangeable Shares to a
fractional Trust Unit, the number of Trust Units to be delivered will be rounded
down to the nearest whole number of Trust Units.  Holders of
Exchangeable Shares will not receive cash distributions from the
Trust.  Rather, the Exchange Ratio will be adjusted to account for
distributions paid to Unitholders in the manner described
below.  Holders of Exchangeable Shares may receive dividends from
Vermilion at the discretion of the directors of Vermilion.
 
 The
initial Exchange Ratio upon the completion of the Arrangement was equal to
one.  On each Distribution Payment Date, the Exchange Ratio will be
increased, on a cumulative basis, in respect of the Distribution on such date by
an amount which assumes the reinvestment of such Distribution in Trust Units at
the then-prevailing Current Market Price of a Trust Unit.  The
Exchange Ratio will be decreased in respect of any dividends paid on the
Exchangeable Shares by an amount of such dividend divided by the then-prevailing
Current Market Price of a Trust Unit.
  2008
      Annual Information Form – Vermilion Energy Trust
                      36









Ranking
 
 The
Exchangeable Shares will rank rateably with shares of any other series of
exchangeable shares of Vermilion and prior to any common shares of Vermilion and
any other shares ranking junior to the Exchangeable Shares with respect to the
payment of dividends, if any, that have been declared and the distribution of
assets in the event of the liquidation, dissolution or winding-up of
Vermilion.
 
 Dividends
 
 Holders of
Exchangeable Shares will be entitled to receive cash dividends if, as and when
declared by the board of directors of Vermilion.  Vermilion
anticipates that it may from time to time declare dividends on the Exchangeable
Shares up to but not exceeding any cash distributions on the Trust Units into
which such Exchangeable Shares are exchangeable.  In the event that
any such dividends are paid, the Exchange Ratio will be correspondingly reduced
to reflect such dividends.
 
 Certain
Restrictions
 
 Vermilion
will not, without obtaining the approval of the holders of the Exchangeable
Shares as set forth below under the subheading "Amendment and
Approval":
 
 (a)
              pay
      any dividend on the common shares or any other shares ranking junior to
      the Exchangeable Shares, other than stock dividends payable in common
      shares or any other shares ranking junior to the Exchangeable
      Shares;
 
 (b)
              redeem,
      purchase or make any capital distribution in respect of the common shares
      or any other shares ranking junior to the Exchangeable
    Shares;
 
 (c)
              redeem
      or purchase any other shares of Vermilion ranking equally with the
      Exchangeable Shares with respect to the payment of dividends or on any
      liquidation distribution; or
 
 (d)
              amend
      the articles or by-laws of Vermilion in any manner that would affect the
      rights or privileges of the holders of Exchangeable
  Shares.
 
 The above
restrictions in (a), (b) and (c) shall not apply if all declared dividends on
the outstanding Exchangeable Shares shall have been paid in full.
 
 Liquidation or Insolvency of
Vermilion
 
 In the
event of the liquidation, dissolution or winding-up of Vermilion or any other
proposed distribution of the assets of Vermilion among its shareholders for the
purpose of winding up its affairs, a holder of Exchangeable Shares will be
entitled to receive from Vermilion, in respect of each such Exchangeable Share,
that number of Trust Units equal to the Exchange Ratio as at the effective date
of such event.
 
 Upon the
occurrence of such an event, the Trust and Trust Subsidiary will each have the
overriding right to purchase all but not less than all of the Exchangeable
Shares then outstanding (other than Exchangeable Shares held by the Trust or any
subsidiary of the Trust) at a purchase price per Exchangeable Share to be
satisfied by the issuance or delivery, as the case may be, of that number of
Trust Units equal to the Exchange Ratio at such time and, upon the exercise of
this right, the holders thereof will be obligated to sell such Exchangeable
Shares to the Trust or Trust Subsidiary, as applicable.  This right
may be exercised by either the Trust or Trust Subsidiary.
 
 Upon the
occurrence of an Insolvency Event, the Voting and Exchange Trust Agreement
Trustee on behalf of the holders of the Exchangeable Shares will have the right
to require the Trust or Trust Subsidiary to purchase any or all of the
Exchangeable Shares then outstanding and held by such holders at a purchase
price per Exchangeable Share to be satisfied by the issuance or delivery, as the
case may be, of that number of Trust Units equal to the Exchange Ratio at such
time, as described under the subheading "Voting and Exchange Trust Agreement-
Optional Exchange Right".
  2008
      Annual Information Form – Vermilion Energy Trust
                      37









Automatic Exchange Right on
Liquidation of the Trust
 
 The Voting
and Exchange Trust Agreement provides that in the event of a Trust liquidation
event, as described below, the Trust or Trust Subsidiary will be deemed to have
purchased all outstanding Exchangeable Shares and each holder of Exchangeable
Shares will be deemed to have sold their Exchangeable Shares immediately prior
to such Trust liquidation event at a purchase price per Exchangeable Share to be
satisfied by the issuance or delivery, as the case may be, of that number of
Trust Units equal to the Exchange Ratio at such time.  "Trust
liquidation event" means:
 
 (a)
              any
      determination by the Trust to institute voluntary liquidation, dissolution
      or winding-up proceedings in respect of the Trust or to effect any other
      distribution of assets of the Trust among the Unitholders for the purpose
      of winding up its affairs; or
 
 (b)
              the
      earlier of, the Trust's receiving notice of and the Trust's otherwise
      becoming aware of, any threatened or instituted claim, suit, petition or
      other proceedings with respect to the involuntary liquidation, dissolution
      or winding up of the Trust or to effect any other distribution of assets
      of the Trust among the Unitholders for the purpose of winding up its
      affairs in each case where the Trust has failed to contest in good faith
      such proceeding within 30 days of becoming aware
  thereof.
 
 Retraction of Exchangeable
Shares by Holders and Retraction Call Right
 
 Subject to
the Retraction Call Right of the Trust and Trust Subsidiary described below, a
holder of Exchangeable Shares will be entitled at any time to require Vermilion
to redeem any or all of the Exchangeable Shares held by such holder for a
retraction price (the "Retraction Price") per Exchangeable Share equal to the
value of that number of Trust Units equal to the Exchange Ratio as at the date
of redemption (the "Retraction Date"), to be satisfied by the delivery of such
number of Trust Units.  Fractional Trust Units will not be
delivered.  Any amount payable on account of the Retraction Price that
includes a fractional Trust Unit will be rounded down to the nearest whole
number of Trust Units.  Holders of the Exchangeable Shares may request
redemption by presenting to Vermilion or the transfer agent for the Exchangeable
Shares a certificate or certificates representing the number of Exchangeable
Shares the holder desires to have redeemed, together with a duly executed
retraction request and such other documents as may be reasonably required to
effect the redemption of the Exchangeable Shares.  Subject to
extension as described below, the redemption will become effective on the
Retraction Date, which will be seven business days after the date on which
Vermilion or the transfer agent receives the retraction
notice.  Unless otherwise requested by the holder and agreed to by
Vermilion, the Retraction Date will not occur on such seventh business day if
such day would occur between any Distribution Record Date and the Distribution
Payment Date that corresponds to such Distribution Record Date.  In
this case, the Retraction Date will instead occur on such Distribution Payment
Date.  The reason for this is to ensure that the Exchange Ratio used
in connection with such redemption is increased to account for the
Distribution.
 
 When a
holder requests Vermilion to redeem the Exchangeable Shares, the Trust and Trust
Subsidiary will have an overriding right (the "Retraction Call Right") to
purchase on the Retraction Date all but not less than all of the Exchangeable
Shares that the holder has requested Vermilion to redeem at a purchase price per
Exchangeable Share equal to the Retraction Price, to be satisfied by the
delivery of that number of Trust Units equal to the Exchange Ratio at such
time.  At the time of a Retraction Request by a holder of Exchangeable
Shares, Vermilion will immediately notify the Trust and Trust
Subsidiary.  The Trust or Trust Subsidiary must then advise Vermilion
within two business days as to whether the Retraction Call Right will be
exercised.  A holder may revoke his or her Retraction Request at any
time prior to the close of business on the last business day immediately
preceding the Retraction Date, in which case the holder's Exchangeable Shares
will neither be purchased by the Trust or Trust Subsidiary nor be redeemed by
Vermilion.  If the holder does not revoke his or her Retraction
Request, the Exchangeable Shares that the holder has requested Vermilion to
redeem will on the Retraction Date be purchased by the Trust or Trust Subsidiary
or redeemed by Vermilion, as the case may be, in each case at a purchase price
per Exchangeable Share equal to the Retraction Price.  In addition, a
holder of Exchangeable Shares may elect to instruct the Voting and Exchange
Trust Agreement Trustee to exercise the optional exchange right (the "Optional
Exchange Right") to require the Trust or Trust Subsidiary to acquire such
holder's Exchangeable Shares in circumstances where neither the Trust nor Trust
Subsidiary have exercised the Retraction Call Right.  See "Voting and
Exchange Trust Agreement-Optional Exchange Right".
 
 The
Retraction Call Right may be exercised by either the Trust or Trust
Subsidiary.  If, as a result of solvency provisions of applicable law,
Vermilion is not permitted to redeem all Exchangeable Shares tendered by a
retracting holder, Vermilion will redeem only those Exchangeable Shares tendered
by the holder as would not be contrary to such provisions of applicable
law.  The holder of any Exchangeable Shares not redeemed by Vermilion
will be deemed to have required the Trust to purchase such unretracted
Exchangeable Shares in exchange for Trust Units on the Retraction Date pursuant
to the Optional Exchange Right.  See "Voting and Exchange Trust
Agreement- Optional Exchange Right".
  2008
      Annual Information Form – Vermilion Energy Trust
                      38









Redemption of Exchangeable
Shares
 
 Subject to
applicable law and the Redemption Call Right of the Trust and Trust Subsidiary,
Vermilion:
 
 (a)
              will,
      on the tenth anniversary of the Effective Date, subject to extension of
      such date by the board of directors of Vermilion (the "Automatic
      Redemption Date"), redeem all but not less than all of the then
      outstanding Exchangeable Shares for a redemption price per Exchangeable
      Share equal to the value of that number of Trust Units equal to the
      Exchange Ratio as at the last business day prior to that Redemption Date
      (as that term is defined below) (the "Redemption Price"), to be satisfied
      by the delivery of such number of Trust Units;
  and
 
 (b)
              may,
      at any time when the aggregate number of issued and outstanding
      Exchangeable Shares is less than 500,000 (other than Exchangeable Shares
      held by the Trust and its subsidiaries and as such shares may be adjusted
      from time to time) (the "De Minimus Redemption Date" and, collectively
      with the Automatic Redemption Date, a "Redemption Date"), redeem all but
      not less than all of the then outstanding Exchangeable Shares for the
      Redemption Price per Exchangeable Share (unless contested in good faith by
      the Trust).
 
 Vermilion
will, at least 45 days prior to any Redemption Date, provide the registered
holders of the Exchangeable Shares with written notice of the prospective
redemption of the Exchangeable Shares by Vermilion.
 
 The Trust
and Trust Subsidiary will have the right (the "Redemption Call Right"),
notwithstanding a proposed redemption of the Exchangeable Shares by Vermilion on
the applicable Redemption Date, pursuant to the Exchangeable Share Provisions,
to purchase on any Redemption Date all but not less than all of the Exchangeable
Shares then outstanding (other than Exchangeable Shares held by the Trust or its
subsidiaries) in exchange for the Redemption Price per Exchangeable Share and,
upon the exercise of the Redemption Call Right, the holders of all of the then
outstanding Exchangeable Shares will be obliged to sell all such shares to the
Trust or Trust Subsidiary, as applicable.  If either the Trust or
Trust Subsidiary exercises the Redemption Call Right, then Vermilion's right to
redeem the Exchangeable Shares on the applicable Redemption Date will
terminate.  The Redemption Call Right may be exercised by either the
Trust or Trust Subsidiary.
 
 Voting
Rights
 
 Except as
required by applicable law, the holders of the Exchangeable Shares are not
entitled as such to receive notice of or attend any meeting of the shareholders
of Vermilion or to vote at any such meeting.  Holders of Exchangeable
Shares will have the notice and voting rights respecting meetings of the Trust
that are provided in the Voting and Exchange Trust Agreement.  See
"Voting and Exchange Trust Agreement - Voting Rights".
 
 Amendment and
Approval
 
 The
rights, privileges, restrictions and conditions attaching to the Exchangeable
Shares may be changed only with the approval of the holders
thereof.  Any such approval or any other approval or consent to be
given by the holders of the Exchangeable Shares will be sufficiently given if
given in accordance with applicable law and subject to a minimum requirement
that such approval or consent be evidenced by a resolution passed by not less
than two-thirds of the votes cast thereon (other than shares beneficially owned
by the Trust, or any of its subsidiaries and other affiliates) at a meeting of
the holders of the Exchangeable Shares duly called and held at which holders of
at least 5% of the then outstanding Exchangeable Shares are present in person or
represented by proxy.  In the event that no such quorum is present at
such meeting within one-half hour after the time appointed therefore, then the
meeting will be adjourned to such place and time (not less than ten days later)
as may be determined at the original meeting and the holders of Exchangeable
Shares present in person or represented by proxy at the adjourned meeting will
constitute a quorum thereat and may transact the business for which the meeting
was originally called.  At the adjourned meeting, a resolution passed
by the affirmative vote of not less than two-thirds of the votes cast thereon
(other than shares beneficially owned by the Trust or any of its subsidiaries
and other affiliates) will constitute the approval or consent of the holders of
the Exchangeable Shares.
 
 Actions by the Trust under
the Support Agreement and the Voting and Exchange Trust
Agreement
 
 Under the
Exchangeable Share Provisions, Vermilion will agree to take all such actions and
do all such things as are necessary or advisable to perform and comply with its
obligations under, and to ensure the performance and compliance by the Trust
with its obligations under, the Support Agreement and the Voting and Exchange
Trust Agreement.
  2008
      Annual Information Form – Vermilion Energy Trust
                      39









Voting
and Exchange Trust Agreement
 
 Voting
Rights
 
 In
accordance with the Voting and Exchange Trust Agreement, the Trust will issue a
Special Voting Right to Computershare Trust Company of Canada, the Voting and
Exchange Trust Agreement Trustee, for the benefit of the holders (other than the
Trust and Trust Subsidiary) of the Exchangeable Shares.  The Special
Voting Right will carry a number of votes, exercisable at any meeting at which
Unitholders are entitled to vote, equal to the number of Trust Units (rounded
down to the nearest whole number) into which the Exchangeable Shares are then
exchangeable multiplied by the number of votes to which the holder of one Trust
Unit is then entitled.  With respect to any written consent sought
from the Unitholders, each vote attached to the Special Voting Right will be
exercisable in the same manner as set forth above.
 
 Each
holder of an Exchangeable Share on the record date for any meeting at which
Unitholders are entitled to vote will be entitled to instruct the Voting and
Exchange Trust Agreement Trustee to exercise that number of votes attached to
the Special Voting Right which relate to the Exchangeable Shares held by such
holder.  The Voting and Exchange Trust Agreement Trustee will exercise
each vote attached to the Special Voting Right only as directed by the relevant
holder and, in the absence of instructions from a holder as to voting, will not
exercise such votes.
 
 The Voting
and Exchange Trust Agreement Trustee will send to the holders of the
Exchangeable Shares the notice of each meeting at which the Unitholders are
entitled to vote, together with the related meeting materials and a statement as
to the manner in which the holder may instruct the Voting and Exchange Trust
Agreement Trustee to exercise the votes attaching to the Special Voting Right,
at the same time as the Trust sends such notice and materials to the
Unitholders.  The Voting and Exchange Trust Agreement Trustee will
also send to the holders copies of all information statements, interim and
annual financial statements, reports and other materials sent by the Trust to
the Unitholders at the same time as such materials are sent to the
Unitholders.  To the extent such materials are provided to the Voting
and Exchange Trust Agreement Trustee by the Trust, the Voting and Exchange Trust
Agreement Trustee will also send to the holders all materials sent by third
parties to Unitholders, including dissident proxy circulars and tender and
exchange offer circulars, as soon as possible after such materials are first
sent to Unitholders.
 
 All rights
of a holder of Exchangeable Shares to exercise votes attached to the Special
Voting Right will cease upon the exchange of all such holder's Exchangeable
Shares for Trust Units.  With the exception of administrative changes
for the purpose of adding covenants for the protection of the holders of the
Exchangeable Shares, making necessary amendments or curing ambiguities or
clerical errors (in each case provided that the board of directors of Trust
Subsidiary and Vermilion are of the opinion that such amendments are not
prejudicial to the interests of the holders of the Exchangeable Shares), the
Voting and Exchange Trust Agreement may not be amended without the approval of
the holders of the Exchangeable Shares.
 
 Optional Exchange
Right
 
 Upon the
occurrence and during the continuance of:
 
 (a)
              an
      Insolvency Event; or
 
 (b)
              circumstances
      in which the Trust or Trust Subsidiary may exercise a Call Right, but
      elect not to exercise such Call
Right;
 
 a holder
of Exchangeable Shares will be entitled to instruct the Trustee to exercise the
Optional Exchange Right with respect to any or all of the Exchangeable Shares
held by such holder, thereby requiring the Trust or Trust Subsidiary to purchase
such Exchangeable Shares from the holder.  Immediately upon the
occurrence of (i) an Insolvency Event, (ii) any event which will, with the
passage of time or the giving of notice, become an Insolvency Event, or (iii)
the election by the Trust and Trust Subsidiary not to exercise a Call Right
which is then exercisable by the Trust and Trust Subsidiary, Vermilion, the
Trust or Trust Subsidiary will give notice thereof to the Trustee.  As
soon as practicable thereafter, the Trustee will then notify each affected
holder of Exchangeable Shares (who has not already provided instructions
respecting the exercise of the Optional Exchange Right) of such event or
potential event and will advise such holder of its rights with respect to the
Optional Exchange Right.
 
 The
purchase price payable by the Trust or Trust Subsidiary for each Exchangeable
Share to be purchased under the Optional Exchange Right will be satisfied by the
issuance of that number of Trust Units equal to the Exchange Ratio as at the
last business day prior to the day of closing of the purchase and sale of such
Exchangeable Share under the Exchange Right (the "Exchange Price").
  2008
      Annual Information Form – Vermilion Energy Trust
                      40









If, as a
result of solvency provisions of applicable law, Vermilion is unable to redeem
all of a holder's Exchangeable Shares which such holder is entitled to have
redeemed in accordance with the Exchangeable Share Provisions, the holder will
be deemed to have exercised the Optional Exchange Right with respect to the
unredeemed Exchangeable Shares and the Trust or Trust Subsidiary will be
required to purchase such shares from the holder in the manner set forth
above.
 
 Support
Agreement
 
 The Trust Support
Obligation
 
 Under the
Support Agreement, the Trust will agree that:
 
 (a)
              the
      Trust will take all actions and do all things necessary to ensure that
      Vermilion is able to pay to the holders of the Exchangeable Shares the
      Liquidation Amount in the event of a liquidation, dissolution or
      winding-up of Vermilion, the Retraction Price in the event of the giving
      of a Retraction Request by a holder of Exchangeable Shares, or the
      Redemption Price in the event of a redemption of Exchangeable Shares by
      Vermilion; and
 
 (b)
              the
      Trust will not vote or otherwise take any action or omit to take any
      action causing the liquidation, dissolution or winding-up of
      Vermilion.
 
 The
Support Agreement will also provide that the Trust will not issue or distribute
to the holders of all or substantially all of the outstanding Trust
Units:
 
 (a)
              additional
      Trust Units or securities convertible into Trust
  Units;
 
 (b)
              rights,
      options or warrants for the purchase of Trust Units;
  or
 
 (c)
              units
      or securities of the Trust other than Trust Units, evidences of
      indebtedness of the Trust or other assets of the
  Trust;
 
 unless the
same or an equivalent distribution is made to holders of Exchangeable Shares, an
equivalent change is made to the Exchangeable Shares, or the approval of
Vermilion and holders of Exchangeable Shares has been obtained.
 
 In
addition, the Trust may not subdivide, reduce, consolidate, reclassify or
otherwise change the terms of the Trust Units unless an equivalent change is
made to the Exchangeable Shares or the approval of the holders of Exchangeable
Shares has been obtained.
 
 In the
event of any proposed takeover bid, or similar transaction affecting the Trust
Units and supported by the Trust, the Trust will use reasonable efforts to take
all actions necessary or desirable to enable holders of Exchangeable Shares to
participate in such transaction to the same extent and on an economically
equivalent basis as the Unitholders.
 
 The
Support Agreement also provides that, as long as any outstanding Exchangeable
Shares are owned by any person or entity other than the Trust or any of its
respective subsidiaries and other affiliates, the Trust will, unless approval to
do otherwise is obtained from the holders of Exchangeable Shares, remain the
direct or indirect beneficial owner collectively of more than 50% of all of the
issued and outstanding voting securities of Vermilion, provided that the Trust
will not be in violation of this obligation if a party acquires all or
substantially all of the assets of the Trust.  With the exception of
administrative changes for the purpose of adding covenants for the protection of
the holders of the Exchangeable Shares, making certain necessary amendments or
curing ambiguities or clerical errors (in each case provided that the board of
directors of Vermilion and the Trustee are of the opinion that such amendments
are not prejudicial to the interests of the holders of the Exchangeable Shares),
the Support Agreement may not be amended without the approval of the holders of
the Exchangeable Shares.
 
 Under the
Support Agreement, the Trust will agree to not exercise any voting rights
attached to the Exchangeable Shares owned by it or any of its subsidiaries and
other affiliates on any matter considered at meetings of holders of Exchangeable
Shares (including any approval sought from such holders in respect of matters
arising under the Support Agreement).
 2008
      Annual Information Form – Vermilion Energy Trust
                        41









Delivery of Trust
Units
 
 The Trust
will agree to make such filings and seek such regulatory consents and approvals
as are necessary so that the Trust Units issuable upon the exchange of
Exchangeable Shares will be issued in compliance with applicable securities laws
in Canada and may be traded freely on the TSX or such other exchange on which
the Trust Units may be listed, quoted or posted for trading from time to
time.
 
 Notes
 
 The
following summary of the material attributes and characteristics of the Notes
does not purport to be complete and is qualified in its entirety by reference to
the provisions of a note indenture (the "Note Indenture") dated January 16, 2003
and made between Vermilion Acquisition Ltd. (prior to its amalgamation with
Vermilion under the Arrangement) and Computershare Trust Company of Canada, as
trustee (the "Note Trustee"), which contains a complete statement of such
attributes and characteristics.  The Notes have been issued under the
Note Indenture.
 
 Terms and Issue of
Notes
 
 Pursuant
to the Arrangement, Notes were issued to the Trust and to former holders of
common shares and options of Vermilion.  Notes issued to such former
holders were transferred by such holders to the Trust in return for Trust
Units.  As a result, the Trust holds all of the issued and outstanding
Notes.
 
 The Notes
are unsecured and bear interest from the date of issue at 13% per
annum.  Interest will be payable for each month during the term on the
15th
day of the month following such month.  The first interest payment was
due on March 15, 2003 for the period commencing on the Effective Date and
ending on February 28, 2003.
 
 Although
pursuant to the terms of the Note Indenture Vermilion is permitted to make
payments against the principal amount of the Notes outstanding from time to time
without notice or bonus, Vermilion is not required to make any payment in
respect of principal until December 31, 2028, subject to the terms of any
secured financing and subject to extension in the limited circumstances provided
in the Note Indenture.
 
 In
contemplation of the possibility that Notes may be distributed to Unitholders
upon the redemption of their Trust Units, the Note Indenture provides that if
persons other than the Trust (the "Non-Fund Holders") own Notes having an
aggregate principal amount in excess of $1,000,000, either the Trust or the
Non-Fund Holders shall be entitled, among other things, to require the Note
Trustee to exercise the powers and remedies available under the Note Indenture
upon an event of default and, with the Trust, the Non-Fund Holders may provide
consents, waivers or directions relating generally to the variance of the Note
Indenture and the rights of noteholders.  The Note Indenture will
allow the Trust flexibility to delay payments of interest or principal otherwise
due to it while payment is made to other noteholders, and to allow other
noteholders to be paid out before the Trust.  Any delayed payments
will be due 5 days after demand.
 
 Principal
and interest on the Notes will be payable in lawful money of Canada directly to
the holders of Notes at their address set forth in the register of holders of
Notes.
 
 Ranking
 
 The Notes
will be unsecured debt obligations of Vermilion and will rank pari passu with all other
unsecured indebtedness of Vermilion, but subordinate to all secured
debt.
 
 Events of
Default
 
 The Note
Indenture will provide that any of the following shall constitute an Event of
Default:  (a) default in payment of the principal of the Notes
when required; (b) the failure to pay all of the interest obligations on
the Notes for a period of three months; (c) if Vermilion has defaulted and
a demand for payment has been made under any material instrument, indenture or
document evidencing indebtedness of more than $5 million and Vermilion has
failed to remedy such default within applicable curative periods;
(d) certain events of winding-up, liquidation, bankruptcy, insolvency,
receivership or seizure; (e) default in the observance or performance of
any other covenant or condition of the Note Indenture and continuance of such
default for a period of 30 days after notice in writing has been given by the
Note Trustee to Vermilion specifying such default and requiring Vermilion to
rectify the same; (f) Vermilion ceasing to carry on its business; and (g)
material default by Vermilion under material agreements if property is liable to
forfeiture or termination.
  2008
      Annual Information Form – Vermilion Energy Trust
                      42









Royalty
Agreement
 
 Coincident
with the Arrangement becoming effective, the Partnership and the Trust entered
into the Royalty Agreement pursuant to which the Partnership granted the Royalty
to the Trust. As owner of the Royalty, the Trust is entitled to cash
distributions of approximately 99% of the cash flow from all present and future
oil and gas properties and related tangibles owned by the Partnership after
certain costs, expenditures and deductions which include 99% of; (i) all amounts
of interest and principal payable by Vermilion on account of or in respect of
its credit facilities; (ii) specified amounts of interest and principal payable
by Vermilion on account of or in respect of its indebtedness to the Trust; (iii)
the Partnership's share of operating costs and capital expenditures; (iv)
amounts required to be paid to certain reserves; (v) general and administrative
expenses; and (vi) acquisition costs of future oil and gas properties and
related tangibles.  Such cash distributions are to be paid on or about
the 15th day of the second month following the month to which the distribution
relates.
 
 From time
to time upon notice from the Partnership, the Trust has an obligation (the
"Deferred Purchase Price Obligation") to pay the Partnership, as additional
consideration for the Royalty, such portion of the acquisition cost of future
oil and gas properties and capital expenditures including amounts borrowed by
Vermilion to fund such costs and expenditures as may be designated by the
Partnership. The Trust's obligation to pay amounts as a Deferred Purchase Price
Obligation is subject to it having available funds from certain designated
sources.
 
 The
Partnership is entitled to make farmouts or other similar dispositions of
specific interests in any part of the properties subject to the Royalty, and
upon the farmee or other participant earning its interest pursuant to the
farmout or other disposition, the Royalty shall burden only the working interest
retained by or reserved to the Partnership. Any net proceeds from the sale of
properties subject to the Royalty shall be allocated to the Trust as to 99% of
the net proceeds after being reduced by the credit facilities applicable to the
properties.  The remaining 1% and all amounts allocated to tangibles
and miscellaneous interests shall be allocated to the Partnership.
 
 Under the
Royalty Agreement, the Trust is obligated to reimburse the Partnership in
respect of 99% of certain non-deductible crown royalties paid by the
Partnership; and the Partnership shall be entitled to set off such amounts
reimbursable to it against payments to the Trust on account of the
Royalty.
 
 The
Royalty does not constitute an interest in land. Except upon the insolvency of
the Partnership, the Trust is not entitled to take its share of production in
kind or to separately sell or market its share of petroleum
substances.
 
 MARKET
FOR PRICE RANGE AND TRADING VOLUME OF SECURITIES
 
 The
outstanding Trust Units of the Trust are listed and posted for trading on the
TSX under the symbol VET.UN.  The following table sets forth the
closing price range and trading volume of the Trust Units for the periods
indicated:




2008
                          
                          High
                          
                          
                          Low
                          
                          
                          Close
                          
                          
                          Volume
      (000's)January
                          
                          $
                          36.10
                          
                          
                          $
                          31.00
                          
                          
                          $
                          34.10
                          
                          
                          
                          3,804February
                          
                          $
                          39.40
                          
                          
                          $
                          33.75
                          
                          
                          $
                          39.04
                          
                          
                          
                          3,612March
                          
                          $
                          39.03
                          
                          
                          $
                          34.77
                          
                          
                          $
                          36.40
                          
                          
                          
                          3,817April
                          
                          $
                          40.33
                          
                          
                          $
                          35.70
                          
                          
                          $
                          39.67
                          
                          
                          
                          3,875May
                          
                          $
                          43.25
                          
                          
                          $
                          38.34
                          
                          
                          $
                          39.91
                          
                          
                          
                          3,914June
                          
                          $
                          45.50
                          
                          
                          $
                          39.80
                          
                          
                          $
                          44.25
                          
                          
                          
                          3,940July
                          
                          $
                          45.15
                          
                          
                          $
                          35.12
                          
                          
                          $
                          39.58
                          
                          
                          
                          3,568August
                          
                          $
                          43.40
                          
                          
                          $
                          35.36
                          
                          
                          $
                          43.00
                          
                          
                          
                          4,656September
                          
                          $
                          42.21
                          
                          
                          $
                          32.50
                          
                          
                          $
                          34.06
                          
                          
                          
                          4,599October
                          
                          $
                          35.20
                          
                          
                          $
                          21.26
                          
                          
                          $
                          29.90
                          
                          
                          
                          5,434November
                          
                          $
                          31.40
                          
                          
                          $
                          22.30
                          
                          
                          $
                          26.62
                          
                          
                          
                          4,167December
                          
                          $
                          27.02
                          
                          
                          $
                          20.42
                          
                          
                          $
                          25.19
                          
                          
                          
                          5,3492009
                          
                          High
                          
                          
                          Low
                          
                          
                          Close
                          
                          
                          Volume
      (000's)January
                          
                          $
                          28.95
                          
                          
                          $
                          24.17
                          
                          
                          $
                          25.92
                          
                          
                          
                          3,448February
                          
                          $
                          26.46
                          
                          
                          $
                          20.02
                          
                          
                          $
                          24.48
                          
                          
                          
                          3,566




2008
      Annual Information Form – Vermilion Energy Trust
                        43









CONFLICTS
OF INTEREST
 
 The
directors and officers of Vermilion are engaged in and will continue to engage
in other activities in the oil and natural gas industry and, as a result of
these and other activities, the directors and officers of Vermilion may become
subject to conflicts of interest.  The ABCA provides that in the event
that a director has an interest in a contract or proposed contract or agreement,
the director shall disclose his interest in such contract or agreement and shall
refrain from voting on any matter in respect of such contract or agreement
unless otherwise provided under the ABCA.  To the extent that
conflicts of interest arise, such conflicts will be resolved in accordance with
the provisions of the ABCA.
 
 As at the
date hereof, neither the Trust nor Vermilion is aware of any existing or
potential material conflicts of interest between the Trust and Vermilion and a
director or officer of Vermilion.
 
 INTEREST
OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
 
 Neither
the Trustee, Vermilion nor any director or officer of Vermilion, nor any other
insider of the Trust, or Vermilion, nor any associate or affiliate of any one of
them has or has had, at any time within the three most recently completed
financial years ending December 31, 2008, any material interest, direct or
indirect, in any transaction or proposed transaction that has materially
affected or would materially affect the Trust or Vermilion.
 
 LEGAL
PROCEEDINGS
 
 The Trust
is not party to any significant legal proceedings as of March 17,
2009.
 
 MATERIAL
CONTRACTS
 
 The Trust
has not entered into any material contracts outside its normal course of
business.
 
 INTERESTS
OF EXPERTS
 
 As at the
date hereof, principals of GLJ, the independent engineers for the Trust,
personally disclosed in certificates of qualification that they neither had nor
expected to receive any of the outstanding Trust Units.  Deloitte &
Touche LLP is the auditor of the Trust and is independent within the meaning of
the Rules of Professional Conduct of the Institute of Chartered Accountants,
Alberta.
 
 TRANSFER
AGENT AND REGISTRAR
 
 The
transfer agent and registrar for the Trust Units is Computershare Trust Company
of Canada at its principal offices in Calgary, Alberta and Toronto,
Ontario.
 
 RISK
FACTORS
 
 The
following is a summary of certain risk factors relating to the business of
Vermilion and the Trust.  The following information is a summary only
of certain risk factors and is qualified in its entirety by reference to, and
must be read in conjunction with, the detailed information appearing elsewhere
in this annual information form.  Unitholders and potential
Unitholders should consider carefully the information contained herein and, in
particular, the following risk factors.
 
 Reserve
Estimates
 
 There are
numerous uncertainties inherent in estimating quantities of proved and provable
reserves and future net revenues to be derived therefrom, including many factors
beyond the Trust's control. The reserve and future net revenue information set
forth in this annual information form represents estimates only.  The
reserves and estimated future net cash flow from the Trust's properties have
been independently evaluation by GLJ with an effective date of December 31,
2008.  These evaluations include a number of assumptions relating to
factors such as initial production rates, production decline rates, ultimate
recovery of reserves, timing and amount of capital expenditures, marketability
of production, future prices of crude oil and natural gas, operating costs, well
abandonment and salvage values, royalties and other government levies that may
be imposed over the producing life of the reserves.  These assumptions
were based on prices in use at the date the GLJ Report was prepared, and many of
these assumptions are subject to change and are beyond the Trust's
control.  Actual production and cash flow derived therefrom will vary
from these evaluations, and such variations could be material.
  2008
      Annual Information Form – Vermilion Energy Trust
                          44









Estimates
with respect to reserves that may be developed and produced in the future are
often based upon volumetric calculations, probabilistic methods and upon analogy
to similar types of reserves, rather than upon actual production
history.  Estimates based on these methods generally are less reliable
than those based on actual production history.  Subsequent evaluation
of the same reserves based upon production history will result in variations,
which may be material, in the estimated reserves.
 
 Reserve
estimates may require revision based on actual production
experience.  Such figures have been determined based upon assumed
commodity prices and operating costs.
 
 The
present value of estimated future net revenue referred to in this annual
information form should not be construed as the fair market value of estimated
crude oil and natural gas reserves attributable to the Trust's
properties.  The estimated discounted future revenue from reserves are
based upon price and cost estimates which may vary from actual prices and costs
and such variance could be material. Actual future net revenue will also be
affected by factors such as the amount and timing of actual production, supply
and demand for crude oil and natural gas, curtailments or increases in
consumption by purchasers and changes in governmental regulations and
taxation.
 
 Volatility
of Oil and Natural Gas Prices
 
 The
Trust's operational results and financial condition will be dependent on the
prices received by Vermilion for oil and natural gas production.  Oil
and natural gas prices have fluctuated widely during recent years and are
determined by supply and demand factors, including weather and general economic
conditions as well as conditions in other oil and natural gas
regions.  Any decline in oil and natural gas prices could have an
adverse effect on Vermilion's ability to satisfy its obligations under the Notes
and on amounts, if any, payable by the Partnership to the Trust under the
Royalty Agreement thereby decreasing the amount of Distributable Cash to be
distributed to Unitholders.
 
 Changes
in Legislation
 
 There can
be no assurance that income tax laws and government incentive programs relating
to the oil and gas industry in Canada and the foreign jurisdictions in which the
Trust operates, will not be changed in a manner which adversely affects
Unitholders.  This includes, but is not limited to the status of
mutual fund trusts and the resource allowance.
 
 The
Government of Alberta receives royalties on production of natural resources from
lands in which it owns the mineral rights. A change in the royalty regime
resulting in an increase in royalties would reduce Vermilion's earnings and
could make future capital expenditures or Vermilion's operations uneconomic
and could, in the event of a material increase in royalties, make it more
difficult to service and repay outstanding debt. Any material increase in
royalties would also significantly reduce the value of the Trust's
associated assets.
 
 Competition
 
 Vermilion
actively competes for reserve acquisitions, exploration leases, licences and
concessions and skilled industry personnel with a substantial number of other
oil and gas companies, some of which have significantly greater financial
resources than Vermilion.  Vermilion's competitors include major
integrated oil and natural gas companies and numerous other independent oil and
natural gas companies and individual producers and operators.
 
 The oil
and gas industry is highly competitive.  Vermilion's competitors for
the acquisition, exploration, production and development of oil and natural gas
properties, and for capital to finance such activities, include companies that
have greater financial and personnel resources available to them than
Vermilion.
 
 Vermilion's
ability to successfully bid on and acquire additional property rights, to
discover reserves, to participate in drilling opportunities and to identify and
enter into commercial arrangements with customers will be dependent upon
developing and maintaining close working relationships with its future industry
partners and joint operators and its ability to select and evaluate suitable
properties and to consummate transactions in a highly competitive
environment.
  2008
      Annual Information Form – Vermilion Energy Trust
                            45









Operational
Matters
 
 The
operation of oil and gas wells and facilities involves a number of operating and
natural hazards which may result in blowouts, environmental damage and other
unexpected or dangerous conditions resulting in damage to Vermilion and possible
liability to third parties.  Vermilion will maintain liability
insurance, where available, in amounts consistent with industry
standards.  Business interruption insurance may also be purchased for
selected operations, to the extent that such insurance is
available.  Vermilion may become liable for damages arising from such
events against which it cannot insure or against which it may elect not to
insure because of high premium costs or other reasons.  Costs incurred
to repair such damage or pay such liabilities may impair Vermilion's ability to
satisfy its obligations under the Notes or reduce the amount receivable by the
Trust from the Partnership under the Royalty Agreement.
 
 Continuing
production from a property, and to some extent the marketing of production, are
largely dependent upon the ability of the operator of the
property.  To the extent the operator fails to perform these functions
properly, revenue may be reduced.  Payments from production generally
flow through the operator and there is a risk of delay and additional expense in
receiving such revenues if the operator becomes insolvent.  Although
satisfactory title reviews are generally conducted in accordance with industry
standards, such reviews do not guarantee or certify that a defect in the chain
of title may not arise to defeat the claim of Vermilion or its subsidiaries to
certain properties.  Such circumstances could impair Vermilion's
ability to satisfy its obligations under the Notes or reduce the amount
receivable by the Trust from the Partnership under the Royalty
Agreement.
 
 Environmental
Concerns
 
 The oil
and natural gas industry is subject to environmental regulation pursuant to
local, provincial and federal legislation.  A breach of such
legislation may result in the imposition of fines or issuance of clean up orders
in respect of Vermilion or its assets.  Such legislation may be
changed to impose higher standards and potentially more costly obligations on
Vermilion.  Although the Trust has established a reclamation fund for
the purpose of funding its currently estimated future environmental and
reclamation obligations based on its current knowledge, there can be no
assurance that the Trust will be able to satisfy its actual future environmental
and reclamation obligations.
 
 Kyoto
Protocol
 
 Canada,
France, the Netherlands and Australia are signatories to the United Nations
Framework Convention on Climate Change and all have ratified the Kyoto Protocol
established thereunder.  Canada, France, the Netherlands and
Australia, as Annex B parties to the Kyoto Protocol, and France and Netherlands
as a party to the European Union Regional Integration Organization, are required
to set legally binding targets to reduce nation-wide emissions of carbon
dioxide, methane, nitrous oxide and other so-called "greenhouse
gases".
 
 Vermilion's
exploration and production facilities and other operations and activities in
Canada, France, the Netherlands and Australia will emit a small amount of
greenhouse gasses which may subject Vermilion to legislation regulating
emissions of greenhouse gases and which may include a requirement to reduce
emissions or emissions intensity from Vermilion's operations and
facilities.  The direct or indirect costs of complying with emissions
regulations may adversely affect the business of Vermilion in Canada, France,
the Netherlands and Australia.
 
 Debt
Service
 
 Vermilion
may, from time to time, finance a significant portion of its operations through
debt (other than the Notes).  Amounts paid in respect of interest and
principal on debt incurred by Vermilion may impair Vermilion's ability to
satisfy its obligations under the Notes or reduce the amount received by the
Trust under the Royalty Agreement.  Variations in interest rates and
scheduled principal repayments could result in significant changes in the amount
required to be applied to debt service before payment by Vermilion of its
obligations under the Notes or the Royalty Agreement.  Ultimately,
this may result in lower levels of Distributable Cash for the
Trust.
 
 Lenders
will be provided with security over substantially all of the assets of Vermilion
its Subsidiaries and the Trust.  If Vermilion becomes unable to pay
its debt service charges or otherwise commits an event of default such as
bankruptcy, a lender may foreclose on or sell the assets of Vermilion its
Subsidiaries and the Trust.  2008
      Annual Information Form – Vermilion Energy Trust
                              46









Delay
in Cash Distributions
 
 In
addition to the usual delays in payment by purchasers of oil and natural gas to
the operators of the properties, and by the operator to Vermilion, payments
between any of such parties may also be delayed by restrictions imposed by
lenders, delays in the sale or delivery of products, delays in the connection of
wells to a gathering system, blowouts or other accidents, recovery by the
operator of expenses incurred in the operation of the properties or the
establishment by the operator of reserves for such expenses.
 
 Taxation
 
 Vermilion
is subject to taxation in each taxation year on its income for the year, after
deducting interest paid to the Trust pursuant to the Note Indenture and after
deducting payments, if any, made to the Trust with respect to the Royalty
Agreement.  During the period that Exchangeable Shares issued by
Vermilion are outstanding, a portion of the cash flow from operations will be
subject to tax to the extent that there are not sufficient resource pool
deductions, capital cost allowance or utilization of prior years non-capital
losses to reduce taxable income to zero.  Vermilion intends to deduct,
in computing its income for tax purposes, the full amount available for
deduction in each year associated with the income tax resource pools,
undepreciated capital cost ("UCC") and non-capital losses carried forward from
Vermilion, if any, plus resource pools and UCC created by capital expenditures
of Vermilion.  If there are not sufficient resource pools, UCC and
non-capital losses carried forward or other deductions to shelter the income of
Vermilion, then cash taxes may be payable by Vermilion.  In addition,
there can be no assurance that taxation authorities will not seek to challenge
the amount of interest expense.  If such a challenge were to succeed
against Vermilion, it could materially adversely affect the amount of
Distributable Cash available.
 
 Further,
interest on the Notes accrues at the Trust level for income tax purposes whether
or not actually paid.  The Trust Indenture provides that an amount
equal to the taxable income of the Trust will be distributed each year to
Unitholders in order to reduce the Trust's taxable income to
zero.  Where interest payments on the Notes are due but not paid in
whole or in part, the Trust Indenture provides that any additional amount
necessary to be distributed to Unitholders may be distributed in the form of
Units rather than in cash.  Unitholders will be required to include
such additional amount in income even though they do not receive a cash
distribution.
 
 Changes
in Income Tax Laws
 
 Income tax
laws and administrative policies regarding mutual fund trusts may be changed in
a manner which adversely affects the Trust and/or the Unitholders.
 
 Depletion
of Reserves
 
 The Trust
has certain unique attributes which differentiate it from other oil and gas
industry participants.  Distributions of Distributable Cash in respect
of properties, absent commodity price increases or cost effective acquisition
and development activities, will decline over time in a manner consistent with
declining production from typical oil, natural gas and natural gas liquids
reserves.  Vermilion will not be reinvesting cash flow in the same
manner as other industry participants.  Accordingly, absent capital
injections or acquisitions of additional oil and gas properties, Vermilion's
initial production levels and reserves will decline.
 
 Vermilion's
future oil and natural gas reserves and production, and therefore its cash
flows, will be highly dependent on Vermilion's success in exploiting its reserve
base and acquiring additional reserves.  Without reserve additions
through acquisition or development activities, Vermilion's reserves and
production will decline over time as reserves are exploited.
 
 Net
Asset Value
 
 The net
asset value of the assets of the Trust from time to time will vary dependent
upon a number of factors beyond the control of management, including oil and gas
prices.  The trading prices of the Trust Units from time to time is
also determined by a number of factors which are beyond the control of
management and such trading prices may be greater than the net asset value of
the Trust's assets.  2008
      Annual Information Form – Vermilion Energy Trust
                              47









Return
of Capital
 
 Trust
Units will have no value when reserves from the underlying assets of the Trust
can no longer be economically produced and, as a result, cash distributions do
not represent a "yield" in the traditional sense as they represent both return
of capital and return on investment.
 
 Nature
of Trust Units
 
 The Trust
Units do not represent a traditional investment in the oil and natural gas
sector and should not be viewed by investors as shares in
Vermilion.  The Trust Units represent a fractional interest in the
Trust.  As holders of Trust Units, Unitholders will not have the
statutory rights normally associated with ownership of shares of a corporation
including, for example, the right to bring "oppression" or "derivative"
actions.  The Trust's sole assets will be its shares in Vermilion, the
Notes, the Royalty Agreement and other investments in securities.  The
price per Trust Unit is a function of anticipated Distributable Cash, the
underlying assets of the Trust and management's ability to effect long-term
growth in the value of the Trust.  The market price of the Trust Units
will be sensitive to a variety of market conditions including, but not limited
to, interest rates and the ability of the Trust to acquire suitable oil and
natural gas properties.  Changes in market conditions may adversely
affect the trading price of the Trust Units.
 
 The Trust
Units are not "deposits" within the meaning of the Canada Deposit Insurance Corporation
Act (Canada) and are not insured under the provisions of that Act or any
other legislation.  Furthermore, the Trust is not a trust company and,
accordingly, is not registered under any trust and loan company legislation as
it does not carry on or intend to carry on the business of a trust
company.
 
 Unitholders
Limited Liability
 
 The Trust
Indenture provides that no Unitholders will be subject to any liability in
connection with the Trust or its obligations and affairs and, in the event that
a court determines Unitholders are subject to any such liabilities, the
liabilities will be enforceable only against, and will be satisfied only out of
the Trust's assets.  Pursuant to the Trust Indenture, the Trust will
indemnify and hold harmless each Unitholder from any costs, damages,
liabilities, expenses, charges and losses suffered by a Unitholder resulting
from or arising out of such Unitholder not having such limited
liability.
 
 The Trust
Indenture provides that all written instruments signed by or on behalf of the
Trust must contain a provision to the effect that such obligation will not be
binding upon Unitholders personally.  Personal liability may also
arise in respect of claims against the Trust that do not arise under contracts,
including claims in tort, claims for taxes and possibly certain other statutory
liabilities.  The possibility of any personal liability of this nature
arising is considered unlikely.
 
 In
addition, the Income
Trust Liability
Act (Alberta) provides that the beneficiary of a trust that is (a)
created by a trust instrument governed by the laws of Alberta, and (b) a
reporting issuer as defined in the Securities Act (Alberta), is
not liable as a beneficiary for any act, default, obligation or liability of the
trustee.
 
 The
operations of the Trust will be conducted, upon the advice of counsel, in such a
way and in such jurisdictions as to avoid as far as possible any material risk
of liability on the Unitholders for claims against the Trust.
 
 Statutory
Remedies
 
 The Trust
is not a legally recognized entity within the relevant definitions of the Bankruptcy and Insolvency Act
(Canada), the Companies'
Creditors Arrangement Act (Canada) and in some cases, the Winding Up and Restructuring Act
(Canada).  As a result, in the event a restructuring of the Trust was
necessary, the Trust would not be able to access the remedies available
thereunder.  In the event of a restructuring, a holder of Trust Units
may be in a different position that a holder of unsecured indebtedness of a
corporation.  2008
      Annual Information Form – Vermilion Energy Trust
                              48









Variations
in Interest Rates and Foreign Exchange Rates
 
 An
increase in interest rates could result in a significant increase in the amount
the Trust pays to service debt, potentially impacting Distributions to
Unitholders.
 
 In
addition, an increase in the exchange rate for the Canadian dollar versus the
U.S. dollar would result in the receipt by the Trust of fewer Canadian dollars
for its production which may affect future distributions. The Trust monitors
and, when appropriate, uses derivative financial instruments to manage its
exposure to these risks.  The increase in the exchange rate for the
Canadian dollar and future Canadian/United States exchange rates may impact
future distributions and the future value of the Trust's reserves as determined
by independent evaluators.
 
 Mutual
Fund Trust Status
 
 It is
intended that the Trust continue to qualify as a mutual fund trust for the
purposes of the Income Tax Act (Canada) (the "Tax Act").  The Trust
may not, however, always be able to satisfy any future requirement for the
maintenance of mutual fund trust status.  Should the status of the
Trust as a mutual fund trust be lost or successfully challenged by a relevant
tax authority, certain adverse consequences may arise for the Trust and
Unitholders.
 
 The Trust
may take certain measures in the future to the extent the Trust believes such
measures are necessary to ensure the Trust maintains its status as a mutual fund
trust.  These measures could be adverse to certain holders of Trust
Units.
 
 Increase
in Operating Costs or Decline in Production Level
 
 An
increase in operating costs or a decline in Vermilion’s production level could
have an adverse effect on Vermilion’s cash flow and, therefore, could reduce
distributions to Unitholders and affect the market price of the Trust
Units.  The level of production may decline at rates greater than
anticipated due to unforeseen circumstances, many of which are beyond
Vermilion's control. A significant decline in production could result in
materially lower revenues and cash flow and, therefore, could reduce
distributions to Unitholders and affect the market price of the Trust
Units.
 
 Acquisition
Assumptions
 
 When
making acquisitions, Vermilion estimates future performance of the assets to be
acquired that may prove to be inaccurate.
 Acquired
assets are subject to inherent risks associated with predicting the future
performance of those assets. Vermilion makes certain estimates and assumptions
respecting the economic potential of the assets it acquires which may not be
realized over time. As such, assets acquired may not possess the value Vermilion
attributed to them, which could adversely impact Distributable
Cash.
 
 Additional
Financing
 
 Vermilion’s
credit facility and any replacement credit facility may not provide sufficient
liquidity.  The amounts available under Vermilion's credit facility
may not be sufficient for future operations, or Vermilion may not be able to
obtain additional financing on attractive economic terms, if at
all.  Any failure to obtain financing may have a material adverse
effect on Vermilion's business, and distributions to Unitholders may be reduced,
suspended or eliminated.
 
 To the
extent that external sources of capital, including the issuance of additional
Trust Units, become limited or unavailable, Vermilion's ability to make the
necessary capital investments to maintain or expand its oil and natural gas
reserves will be impaired. To the extent the Trust is required to use cash flow
to finance capital expenditures or property acquisitions, the level of cash
available for distribution will be reduced.
 
 Potential
Conflicts of Interest
 
 Circumstances
may arise where members of the Board of Directors or officers of Vermilion are
directors or officers of corporations which are in competition to the interests
of Vermilion.  No assurances can be given that opportunities
identified by such persons will be provided to Vermilion.  2008
      Annual Information Form – Vermilion Energy Trust
                              49









GAAP
Adjustments
 
 GAAP
requires that management apply certain accounting policies and make certain
estimates and assumptions which affect reported amounts in Vermilion’s
consolidated financial statements.  The accounting policies may result
in non-cash charges to net income and write-downs of net assets in the financial
statements.  Such non-cash charges and write-downs may be viewed
unfavourably by the market and may result in an inability to borrow funds and/or
may result in a decline in the Trust Unit price.
 
 Lower oil
and gas prices increase the risk of write-downs of Vermilion’s oil and gas
property investments.  Under GAAP, the net capitalized cost of oil and
gas properties may not exceed a "ceiling limit" that is based, in part, upon
estimated future net cash flows from reserves. If the net capitalized costs
exceed this limit, Vermilion must charge the amount of the excess against
earnings. If oil and natural gas prices decline, Vermilion’s net capitalized
cost may exceed this ceiling, ultimately resulting in a charge against its
earnings. While these write-downs would not affect cash flow, the charge to
earnings could be viewed unfavourably in the market.
 
 Market
Accessibility
 
 A decline
in Vermilion’s ability to market oil and natural gas production could have a
material adverse effect on its production levels or on the price that Vermilion
receives for production which, in turn, could reduce distributions to its
Unitholders and the trading price of the Trust Units.
  Vermilion’s
business depends in part upon the availability, proximity and capacity of
natural gas gathering systems, pipelines and processing facilities. Canadian
federal and provincial, as well as United States federal and state,
regulation of oil and gas production, processing and transportation, tax and
energy policies, general economic conditions, and changes in supply and demand
could adversely affect Vermilion’s ability to produce and market oil and natural
gas. If market factors change and inhibit the marketing of Vermilion production,
overall production or realized prices may decline, which could reduce
distributions to Unitholders.
 
 ADDITIONAL
INFORMATION
 
 Additional
information relating to the Trust may be found on SEDAR at www.sedar.com.  Additional
information related to the remuneration and indebtedness of the directors and
officers of VRL, and the principal holders of Trust Units and Rights to purchase
Trust Units and securities authorized for issuance under the Trust's equity
compensation plans, where applicable, are contained in the information circular
of the Trust in respect of its most recent annual meeting of
Unitholders.  Additional financial information is provided in the
Trust's audited financial statements and management's discussion and analysis
for the year ended December 31, 2008.  2008
      Annual Information Form – Vermilion Energy Trust
                              50









SCHEDULE
"A"
  REPORT
ON RESERVES DATA BY INDEPENDENT QUALIFIED RESERVES EVALUATOR OR AUDITOR (FORM
51-101F2)
  To the
Board of Directors of Vermilion Energy Trust (the "Company"):
  1.
              We
      have prepared an evaluation of the Company’s reserves data as at December
      31, 2008. The reserves data are estimates of proved reserves and probable
      reserves and related future net revenue as at December 31, 2008, estimated
      using forecast prices and costs.
 
 2.
              The
      reserves data are the responsibility of the Company’s management. Our
      responsibility is to express an opinion on the reserves data based on our
      evaluation.
 
 We carried
out our evaluation in accordance with standards set out in the Canadian Oil and
Gas Evaluation Handbook (the "COGE Handbook") prepared jointly by the Society of
Petroleum Evaluation Engineers (Calgary Chapter) and the Canadian Institute of
Mining, Metallurgy & Petroleum (Petroleum Society).
 
 3.
              Those
      standards require that we plan and perform an evaluation to obtain
      reasonable assurance as to whether the reserves data are free of material
      misstatement. An evaluation also includes assessing whether the reserves
      data are in accordance with principles and definitions in the COGE
      Handbook.
 
 4.
              The
      following table sets forth the estimated future net revenue (before
      deduction of income taxes) attributed to proved plus probable reserves,
      estimated using forecast prices and costs and calculated using a discount
      rate of 10 percent, included in the reserves data of the Company evaluated
      by us for the year ended December 31, 2008, and identifies the respective
      portions thereof that we have audited, evaluated and reviewed and reported
      on to the Company's board of
directors:
 
 Net
      Present Value of Future Net Revenue
                          (before
      income taxes, 10% discount rate - $M)Independent
                          Qualified
      Reserves
                          Evaluator
                        Description
      and
                          Preparation
      Date of
                          Evaluation
      Report
                        Location
      of Reserves
                          (Country
      or Foreign
                          Geographic
      Area)
                        
                        Audited
                        
                        
                        Evaluated
                        
                        
                        Reviewed
                        
                        
                        TotalGLJ
      Petroleum Consultants
                        February
      6, 2009
                        Australia
                        
                        
                        -
                        
                        
                        $
                        762,950
                        
                        
                        
                        -
                        
                        
                        $
                        762,950GLJ
      Petroleum Consultants
                        February
      6, 2009
                        Canada
                        
                        
                        -
                        
                        
                        $
                        759,746
                        
                        
                        
                        -
                        
                        
                        $
                        759,746GLJ
      Petroleum Consultants
                        February
      6, 2009
                        France
                        
                        
                        -
                        
                        
                        $
                        1,132,486
                        
                        
                        
                        -
                        
                        
                        $
                        1,132,486GLJ
      Petroleum Consultants
                        February
      6, 2009
                        Netherlands
                        
                        
                        -
                        
                        
                        $
                        243,804
                        
                        
                        
                        -
                        
                        
                        $
                        243,804TOTAL
                        
                        
                        
                        
                        
                        
                        
                        $
                        2,898,985
                        
                        
                        
                        
                        
                        
                        $
                        2,898,985
 
 5.
              In
      our opinion, the reserves data respectively evaluated by us have, in all
      material respects, been determined and are in accordance with the COGE
      Handbook.
 
 6.
              We
      have no responsibility to update our reports referred to in paragraph 4
      for events and circumstances occurring after their respective preparation
      dates.
 
 7.
              Because
      the reserves data are based on judgements regarding future events, actual
      results will vary and the variations may be material. However, any
      variations should be consistent with the fact that reserves are
      categorized according to the probability of their
  recovery.
 
  
 EXECUTED
as to our reports referred to above:
 
 GLJ
Petroleum Consultants Ltd., Calgary, Alberta, Canada, February 6,
2009
  “Jodi L.
Anhorn”_________________________
 Jodi L.
Anhorn, M.Sc., P.Eng. Vice President
  
  2008
      Annual Information Form – Vermilion Energy Trust
                                51









SCHEDULE
"B"
  REPORT
OF MANAGEMENT AND DIRECTORS ON OIL AND GAS DISCLOSURE (FORM
51-101F3)
  Terms
to which a meaning is ascribed in National Instrument 51-101 have the same
meaning herein.
  Management
of Vermilion Energy Trust (the "Company") are responsible for the preparation
and disclosure, or arranging for the preparation and disclosure of information
with respect to the Company's oil and gas activities in accordance with
securities regulatory requirements. This information includes reserves data,
which are estimates of proved reserves and probable reserves and related future
net revenue as at December 31, 2008, estimated using forecast prices and
costs.
  Independent
qualified reserves evaluators have evaluated the Company's reserves data. The
report of the independent qualified reserves evaluators is presented in Schedule
A to the Annual Information Form of the Company for the year ended December 31,
2008.
  The
Independent Reserves Committee of the Board of Directors of the Company
has:
  (a)
              reviewed
      the Company's procedures for providing information to the independent
      qualified reserves evaluators;
  (b)
              met
      with the independent qualified reserves evaluators to determine whether
      any restrictions affected the ability of the independent qualified
      reserves evaluators to report without reservation;
  and
  (c) reviewed
the reserves data with Management and the independent qualified reserves
evaluators.
  The
Independent Reserves Committee of the Board of Directors has reviewed the
Company's procedures for assembling and reporting other information associated
with oil and gas activities and has reviewed that information with Management.
The Board of Directors has, on the recommendation of the Audit and Independent
Reserves Committees, approved:
  (a)
              the
      content and filing with securities regulatory authorities of Form 51-101F1
      containing reserves data and other oil and gas
  information;
  (b)
              the
      filing of Form 51-101F2 which is the report of the independent qualified
      reserves evaluators on the reserves data;
and
  (c) the
content and filing of this report.
  Because
the reserves data are based on judgements regarding future events, actual
results will vary and the variations may be material.  However, any
variations should be consistent with the fact that reserves are categorized
according to the probability of their recovery.
  
 “Lorenzo
Donadeo”_______________________________________
 Lorenzo
Donadeo, President and Chief Executive Officer
 
 
 “Curtis
Hicks”___________________________________________
 Curtis W.
Hicks, Executive Vice President and Chief Financial Officer
 
 
 “Larry J.
Macdonald”_____________________________________
 Larry J.
Macdonald, Director and Chairman of the Board
  2008
      Annual Information Form – Vermilion Energy Trust
                              52









SCHEDULE
"C"
 TERMS
OF REFERENCE FOR THE AUDIT COMMITTEE
 
 I.
              PURPOSE
 
 The
primary function of the Audit Committee (the “Committee”) is to assist the Board
in fulfilling its oversight responsibilities by reviewing:
 
 A.
              The
      financial information that will be provided to the unitholders and
      others;
 
 B.
              The
      systems of internal controls, management and the Board of Directors have
      established;
 
 C.
              All
      audit processes; and
 
 D.
              Primary
      responsibility for the financial reporting, information systems, risk
      management and internal controls of Vermilion Energy Trust (“Vermilion” or
      the “Trust”) is vested in management and is overseen by the
      Board.
 
 II.
              COMPOSITION
      AND OPERATIONS
 
 A.
              The
      Committee shall be composed of not fewer than three directors and not more
      than five directors, all of whom are independent1directors
      of Vermilion.
 
 B.
              All
      Committee members shall be “financially literate”2and
      at least one member shall have "accounting or related financial
      expertise". The Committee may include a member who is not financially
      literate, provided he or she attains this status within a reasonable
      period of time following his or her appointment and providing the Board
      has determined that including such member will not materially adversely
      affect the ability of the Committee to act
  independently.
 
 C.
              The
      Committee shall operate in a manner that is consistent with the Committee
      Guidelines outlined in Tab 8 of the Board
  Manual.
 
 D.
              Vermilion’s
      auditors shall be advised of the names of the Committee members and will
      receive notice of and be invited to attend meetings of the Committee, and
      to be heard at those meetings on matters relating to the Auditor's
      duties.
 
 E.
              The
      Committee has the authority to communicate with the external auditors as
      it deems appropriate to consider any matter that the Committee or auditors
      determine should be brought to the attention of the Board or
      unitholders.
 
 F.
              The
      Committee shall meet at least four times each
  year.
 
 III.
              DUTIES
      AND RESPONSIBILITIES
 
 Subject to
the powers and duties of the Board, the Committee will perform the following
duties:
 
 A.
              Financial
      Statements and Other Financial
Information
 
 The
      Committee will review and recommend for approval to the Board financial
      information that will be made publicly available. This
      includes:
 
 i)
              Review
      and recommend approval of Vermilion’s annual financial statements,
      MD&A and press release and report to the Board of Directors before the
      statements are approved by the Board of
  Directors;
 
 ii)
              Review
      and recommend approve for release Vermilion’s quarterly financial
      statements, MD&A and press
release;
  
 1           Independence
requirements, including those specifically for Audit Committee members, are
described in the Appendix to Tab 6, Board Operating Guidelines.
 1           The
Board has adopted the OSC definition of “financial literacy”, which is an
individual who has the ability to read and understand a set of
financialstatements that present a breadth and level of complexity of accounting
issues that are generally comparable to the breadth and complexity of the issues
thatcan reasonably be expected to be raised by the issuer's financial
statements.




2008
      Annual Information Form – Vermilion Energy Trust
                              53







SCHEDULE
"C"
 TERMS
OF REFERENCE FOR THE AUDIT COMMITTEE (CONTINUED)
 
 iii)
              Satisfy
      itself that adequate procedures are in place for the review of the public
      disclosure of financial information extracted or derived from Vermilion’s
      financial statements, other than the public disclosure referred to in
      items (i) and (ii) above, and periodically assess the adequacy of those
      procedures; and
 
 iv)
              Review
      the Annual Information Form and any Prospectus/Private Placement
      Memorandums.
 
 Review and
discuss:
 
 v)
              The
      appropriateness of accounting policies and financial reporting practices
      used by Vermilion;
 
 vi)
              Any
      significant proposed changes in financial reporting and accounting
      policies and practices to be adopted by Vermilion;
  and
 
 vii)Any
      new or pending developments in accounting and reporting standards that may
      affect Vermilion.
 
 B.
              Risk
      Management, Internal Control and Information
  Systems
 
 The Audit
Committee will review and obtain reasonable assurance that the risk management,
internal control and information systems are operating effectively to produce
accurate, appropriate and timely management and financial information. This
includes:
 
 i)
              Review
      the Trust’s risk management controls and
  policies;
 
 ii)
              Obtain
      reasonable assurance that the information systems are reliable and the
      systems of internal controls are properly designed and effectively
      implemented through discussions with and reports from management, the
      internal auditor and external auditor;
and
 
 iii)
              Review
      management steps to implement and maintain appropriate internal control
      procedures including a review of
policies.
 
 C.
              External
      Audit
 
  The
External Auditor is required to report directly to the Committee, which will
review the planning and results of external audit activities and the ongoing
relationship with the external auditor. This includes:
  i)
              Review
      and recommend to the Board, for Unitholder approval, engagement and
      compensation of the external
auditor;
 
 ii)
              Review
      the annual external audit plan, including but not limited to the
      following:
 
 a)
              engagement
      letter;
 b)
              objectives
      and scope of the external audit
work;
 c)
              procedures
      for quarterly review of financial
statements;
 d)
              materiality
      limit;
 e)
              areas
      of audit risk;
 f)
              staffing;
 g)
              timetable;
      and
 h)
              proposed
      fees.
 
 iii)
                Meet
      with the external auditor to discuss the Trust's quarterly and annual
      financial statements and the auditor's report including the
      appropriateness of accounting policies and underlying
      estimates;
  2008
      Annual Information Form – Vermilion Energy Trust
                                    54
  SCHEDULE
"C"
 TERMS
OF REFERENCE FOR THE AUDIT COMMITTEE (CONTINUED)
 
 iv)
                Maintain
      oversight the External Auditor’s work and advise the Board, including but
      not limited to:
 
 a)
                The
      resolution of any disagreements between management and the External
      Auditor regarding financial
reporting;
 b)
                Any
      significant accounting or financial reporting
  issue;
 c)
                The
      auditors' evaluation of Vermilion's system of
      internal  controls, procedures and
  documentation;
 d)
                The
      post audit or management letter containing any findings or recommendation
      of the external auditor, including management’s response thereto and the
      subsequent follow-up to any identified internal control
      weaknesses;
 e)
                Any
      other matters the external auditor brings to the Committee’s attention;
      and
 f)
                Assess
      the performance and consider the annual appointment of external auditors
      for recommendation to the Board.
 
 v)
                Review
      the auditor’s report on all material
  subsidiaries;
 
 vi)
                Review
      and receive assurances on the independence of the external
      auditor;
 
 vii)Review
      and pre-approve any non-audit services to be provided by the external
      auditor's firm or its affiliates (including estimated fees), and consider
      the impact on the independence of the external audit;
  and
 
 viii)Meet
      periodically, and at least annually, with the external auditor without
      management present.
 
 D.
                Compliance
 
 The
Committee shall:
 
 i)
                Ensure
      that the External Auditor’s fees are disclosed by category in the Annual
      Information Form in compliance with regulatory
    requirements;
 
 ii)
                Disclose
      any specific policies or procedures has adopted for pre-approving
      non-audit services by the External Auditor including affirmation that they
      meet regulatory requirements;
 
 iii)
                Assist
      the Governance and Human Resources Committee with preparing the Trust’s
      governance disclosure by ensuring it has current and accurate information
      on:
 
 a)
                The
      independence of each Committee member relative to regulatory requirements
      for audit committees;
 b)
                The
      state of financial literacy of each Committee member, including the name
      of any member(s) currently in the process of acquiring financial literacy
      and when they are expected to attain this status;
  and
 c)
                The
      education and experience of each Committee member relevant to his or her
      responsibilities as Committee
member.
 
 iv)
                Disclose
      if the Trust has relied upon any exemptions to the requirements for Audit
      Committees under regulatory
requirements.
  2008
      Annual Information Form – Vermilion Energy Trust
                                    55









SCHEDULE
"C"
 TERMS
OF REFERENCE FOR THE AUDIT COMMITTEE (CONTINUED)
 
 E.
              Other
 
 The
Committee shall:
 
 i)
              Establish
      and periodically review implementation of procedures
  for:
 
 a)
              The
      receipt, retention and treatment of complaints received by the Trust
      regarding accounting, internal accounting controls, or auditing matters;
      and
 b)
              The
      confidential, anonymous submission by employees of concerns regarding
      questionable accounting or auditing
matters;
 
 ii)
              Review
      and approve the Trust’s hiring policies regarding partners, employees and
      former partners and employees of the present and former External
      Auditor;
 
 iii)
              Review
      insurance coverage of significant business risks and
      uncertainties;
 
 iv)
              Review
      the Trust’s Reclamation Fund (the
“Fund”)
 
 a)
              Approve
      fund managers and monitor performance;
and
 b)
              Review
      the forecast of costs and funding requirements and approve of
      contributions to the Fund.
 
 v)
              Review
      material litigation and its impact on financial
  reporting;
 
 vi)
              Review
      policies and procedures for the review and approval of officers’ expenses
      and perquisites; and
 
 vii)Review
      the terms of reference for the Committee annually and make recommendations
      to the Board as required.
 
 IV.
              ACCOUNTABILITY
 
 A.
              The
      Committee Chair has the responsibility to make periodic reports to the
      Board, as requested, on financial matters relative to the
      Trust.
 
 B.
              The
      Committee shall report its discussions to the Board by maintaining minutes
      of its meetings and providing an oral report at the next Board
      meeting.
  2008
      Annual Information Form – Vermilion Energy Trust
                                  56




2800, 400
– 4th Avenue
S.W.
 Calgary,
Alberta
 T2P
0J3
 403.269.4884
tel   -   403.264.6306 fax
 1.866.895.8101
TOLL FREE
 investor_relations@vermilionenergy.com
 
 2008
      Annual Information Form – Vermilion Energy Trust