NOTICES OF MEETINGS

                                      AND

                 JOINT INFORMATION CIRCULAR AND PROXY STATEMENT

                            FOR THE SPECIAL MEETING

                               OF SHAREHOLDERS OF

                        INTERNATIONAL TME RESOURCES INC.

                                      AND

                            FOR THE SPECIAL MEETING

                               OF SHAREHOLDERS OF

                     AUSTRALIAN-CANADIAN OIL ROYALTIES LTD.

         WITH RESPECT TO A PROPOSED ARRANGEMENT INVOLVING INTERNATIONAL
                    TME RESOURCES INC. AND ITS SHAREHOLDERS

                        TO BE HELD ON SEPTEMBER 16, 2013

                                August 13, 2013




THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU HAVE
ANY QUESTIONS AS TO HOW TO DEAL WITH IT, YOU SHOULD CONSULT YOUR INVESTMENT
DEALER, BROKER, BANK MANAGER, LAWYER OR OTHER PROFESSIONAL ADVISOR. NO
SECURITIES REGULATORY AUTHORITY IN CANADA OR THE UNITED STATES HAS EXPRESSED AN
OPINION ABOUT, OR PASSED UPON THE FAIRNESS OR MERITS OF, THE TRANSACTION
DESCRIBED IN THIS DOCUMENT, THE SECURITIES OFFERED PURSUANT TO SUCH TRANSACTION
OR THE ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT AND IT IS AN
OFFENSE TO CLAIM OTHERWISE. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OR
SOLICITATION TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.

<PAGE>


GENERAL INFORMATION............................................................5

APPOINTMENT AND REVOCATION OF PROXIES..........................................6

VOTING OF PROXIES..............................................................6

ADVICE TO BENEFICIAL HOLDERS OF COMMON SHARES..................................7

MATTERS TO BE ACTED UPON AT THE ITME MEETING...................................9

MATTERS TO BE ACTED UPON AT THE ACOR MEETING...................................9

THE ARRANGEMENT................................................................9

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS............................25

INFORMATION ABOUT THE COMBINED COMPANY........................................31

INFORMATION CONCERNING ITME...................................................33

INFORMATION CONCERNING ACOR...................................................34

ACOR SPECIAL MEETING MATTERS..................................................36




                                      -i-





<PAGE>

                       International TME Resources, Inc.
                          6370 L.B.J. Fwy., Suite 174
                              Dallas, Texas 75240



August 13, 2013

Dear ITME Shareholders:

You are invited to attend a special meeting (the "ITME MEETING") of holders
("ITME SHAREHOLDERS") of common shares ("ITME SHARES") of International TME
Resources Inc. ("ITME") to be held at the law offices of Blake, Cassels &
Graydon LLP, 595 Burrard Street, Suite 2600, Three Bentall Centre, Vancouver BC
V7X 1L3, Canada, on September 16, 2013 at 9:00 a.m. Pacific time. At the ITME
Meeting, you will be asked to consider a special resolution to approve the
proposed arrangement involving ITME and ITME Shareholders under the Business
Corporations Act (British Columbia) (the "ARRANGEMENT"). IF YOU CANNOT ATTEND
THE ITME MEETING, PLEASE COMPLETE THE ENCLOSED PROXY CARD AND SUBMIT IT AS SOON
AS POSSIBLE.

ITME and Australian-Canadian Oil Royalties Ltd. ("ACOR") entered into an
arrangement agreement dated May 29, 2013 (the "ARRANGEMENT AGREEMENT") pursuant
to which ACOR agreed to acquire all of the issued and outstanding ITME Shares
such that upon completion of the Arrangement, ITME and ACOR will be merged into
one company which shall be named Chelsea Oil and Gas Ltd. ("CHELSEA"). Chelsea
will have its headquarters in Calgary, Alberta, Canada, and will have a new
board of directors and a new management team. Under the terms of the Arrangement
Agreement, ITME Shareholders will receive 0.5431 common shares of Chelsea
("CONSIDERATION SHARES") for each ITME Share. At the close of the Arrangement,
former ITME shareholders will hold Chelsea Shares. Chelsea is, and subsequent to
the Arrangement will be, listed on the OTCQB, which is a higher tier of the OTC
Markets than the Pink Sheets where ITME is listed. Pursuant to the Arrangement
Agreement, Chelsea will use its best efforts to list its shares on either the
TSX Venture Exchange, the Toronto Stock Exchange, the New York Stock Exchange,
the NASDQ Global Market or the NSADAQ Capital Market within 12 months of the
effective date of the Arrangement, which will provide further liquidity for ITME
shareholders.

For additional details, see "The Arrangement" in the Joint Information Circular
and Proxy Statement (the "CIRCULAR") which accompanies this letter.

THE BOARD OF DIRECTORS OF ITME (THE "ITME BOARD") HAS UNANIMOUSLY CONCLUDED THAT
THE ARRANGEMENT IS IN THE BEST INTERESTS OF ITME AND IS THE BEST WAY TO INCREASE
PROFITABILITY AND VALUE FOR ITS SHAREHOLDERS. THE ITME BOARD STRONGLY RECOMMENDS
THAT ITME SHAREHOLDERS VOTE IN FAVOUR OF THE RESOLUTION APPROVING THE
ARRANGEMENT.

After the court approves the Arrangement and the transaction closes, Chelsea
will issue 13,976,542 Consideration Shares in exchange for ITME Shares held by
ITME Shareholders. The officers and directors of both ITME and ACOR will resign
and a new board of directors will be installed. The new board members will be
William Petrie, Sr., Jesse Meidl, Stewart Gibson, Yves Merer and Toby Pierce.
William Petrie, Sr. and Jesse Meidl will be directing operations of the new
company on a daily basis. We have great faith in their ability to take the
company to the next level. Mr. Petrie has 35 years of experience as a petroleum
geologist, from his early days at Mobil Oil to his many accomplishments in the

<PAGE>


private sector, and is ready to lead the team to exploit the ATP 582 permit in
Queensland, Australia and the reworking of the oil fields in the Surat Basin,
Australia. Mr. Meidl has over 15 years of experience in the oil and gas sector,
both in Canada and internationally. He is currently the CFO of Caithness
Petroleum in London, England. Before joining Caithness, Mr. Meidl was an
investment banker with the London branch of Thomas Weisel Partners, specializing
in international oil and gas. Mr. Meidl qualified as a Chartered Accountant with
KPMG LLP and also holds an ICAEW Corporate Finance qualification. His extensive
experience with accessing capital markets will prove invaluable in accessing the
funds required to exploit ATP 582 to its full potential and maximize revenues
and profitability for Chelsea.

The resolution approving the Arrangement must be approved by at least 66 2/3% of
the votes cast at the ITME Meeting by the ITME Shareholders. Completion of the
Arrangement is also subject to approval of the Supreme Court of British
Columbia, approval by at least 66 2/3% of the holders of ACOR Shares who cast
their vote at the special meeting of the ACOR Shareholders and receipt of all
necessary regulatory and third party approvals. If the requisite ITME
Shareholder, court and regulatory approvals are obtained and if all other
conditions to the Arrangement becoming effective are satisfied or waived, it is
expected that the Arrangement will become effective on or about September 18,
2013.

The Circular contains a detailed description of the Arrangement. It also
describes certain risk factors relating to the completion of the Arrangement.
Please give this material your careful consideration and, if you require
assistance, consult your financial, tax or other professional advisors.

Also enclosed is a letter of transmittal containing complete instructions on how
each shareholder may deposit their shares. We encourage ITME shareholders to
complete, sign, date and return their enclosed letter of transmittal in
accordance with the instructions therein to Computershare Trust Company of
Canada (the "DEPOSITORY"), so that when the Arrangement is completed as
expected, your new Consideration Shares can be sent to you as soon as possible.

On behalf of the ITME Board, we would like to thank all ITME Shareholders for
their continued support as we prepare for this exciting next step in the
company's evolution.

                                 Yours truly,

                                 /s/ BRENT GRIFFIN
                                 ------------------
                                 Brent Griffin
                                 Director
                                 INTERNATIONAL TME RESOURCES, INC.


                                 /s/ J. ALLEN WHITE
                                 ------------------
                                 J. Allen White
                                 Director
                                 INTERNATIONAL TME RESOURCES INC.

                                      -ii-


<PAGE>


                     Australian-Canadian Oil Royalties Ltd.
                      P. O. Box 1629 - Cisco, Texas 76437

                    Phone: 254-442-2638 - Fax: 254-442-3843



August 13, 2013

Dear ACOR Shareholders:

You are invited to attend a special meeting (the "ACOR MEETING") of holders
("ACOR SHAREHOLDERS") of common shares ("ACOR SHARES") of Australian-Canadian
Oil Royalties Ltd. ("ACOR" or the "CORPORATION") to be held at Torys LLP, 4600,
525 8th Ave. S.W., Calgary, Alberta, on September 16, 2013 at 9:00 a.m. (Calgary
time). At the ACOR Meeting, you will be asked to consider the following
resolutions, including those with respect to the proposed acquisition by ACOR of
all of the issued and outstanding common shares of International TME Resources
Inc. ("ITME") by way of a plan of arrangement under the Business Corporations
Act (British Columbia) (the "ARRANGEMENT"):

1.   An ordinary resolution approving the holding of the ACOR Meeting outside
     British Columbia;

2.   A special resolution approving the Corporation's proposed stock option
     plan;

3.   A special resolution approving the continuance of the Corporation from the
     jurisdiction of the Province of British Columbia to the jurisdiction of the
     Province of Alberta pursuant to section 188 of the Business Corporations
     Act (Alberta). The articles of continuance will include a name change from
     "Australian-Canadian Oil Royalties Ltd." to "Chelsea Oil & Gas Ltd.";

4.   An ordinary resolution to confirm and approve the new by-laws of the
     Corporation; and

5.   A special resolution approving the Arrangement and all transactions
     contemplated thereunder, including the issuance of such number of ACOR
     Shares (and which will be common shares of Chelsea Oil & Gas Ltd.
     ("CHELSEA") upon completion of the Arrangement) (the "CONSIDERATION
     SHARES") as are required to acquire all of the outstanding common shares of
     ITME (the "ITME SHARES").

IF YOU CANNOT ATTEND THE ACOR MEETING, PLEASE COMPLETE THE ENCLOSED FORM OF
PROXY AND SUBMIT IT AS SOON AS POSSIBLE.

ITME and ACOR entered into an arrangement agreement dated May 29, 2013 (the
"ARRANGEMENT AGREEMENT") pursuant to which ACOR agreed to acquire all of the
issued and outstanding ITME Shares. Under the terms of the Arrangement
Agreement, ITME shareholders (other than those registered holders who have
validly exercised dissent rights) will receive 0.5431 Consideration Shares for
each ITME Share held.

THE BOARD OF DIRECTORS OF ACOR RECOMMENDS THAT THE ACOR SHAREHOLDERS VOTE FOR
THE RESOLUTIONS LISTED ABOVE.

                                     -iii-

<PAGE>



Subject to ACOR Shareholder approval, immediately prior to the effective time of
the Arrangement, ACOR plans to effect a continuance to the jurisdictions of the
Province of Alberta and to effect a name change to "Chelsea Oil & Gas Ltd." If
the Arrangement is effected, Chelsea will issue 13,976,542 Consideration Shares
in exchange for ITME Shares held by ITME Shareholders. If the Arrangement is
completed as contemplated, Chelsea's board of directors will be comprised of a
total of five directors, being the directors of ACOR standing for election at
the ACOR Meeting: William Petrie, Sr.; Jesse Meidl; Stewart Gibson; Yves Merer;
and Toby Pierce.

The resolution approving the Arrangement must be approved by 66 2/3% of the
votes cast at the ACOR Meeting by the ACOR Shareholders. Completion of the
Arrangement is also subject to approval of the Supreme Court of British
Columbia, approval of 66 2/3% of the votes cast by ITME shareholders at the
special meeting of ITME shareholders and receipt of all necessary regulatory and
third party approvals. If the requisite ITME shareholder, court and regulatory
approvals are obtained and if all other conditions to the Arrangement becoming
effective are satisfied or waived, it is expected that the Arrangement will
become effective on or about September 18, 2013.

The circular delivered herewith contains a detailed description of the
Arrangement. It also describes certain risk factors relating to the completion
of the Arrangement. Please give this material your careful consideration and, if
you require assistance, consult your financial, tax or other professional
advisors.

On behalf of the board of directors of ACOR, we would like to express our
gratitude for the support our shareholders have demonstrated with respect to our
decision to enter this Arrangement.

We look forward to seeing you at the ACOR Meeting.

                                          Yours truly,

                                          /s/ JESSE MEIDL
                                          ---------------
                                          Jesse Meidl
                                          Director
                                          AUSTRALIAN-CANADIAN OIL ROYALTIES LTD.

                                      -iv-



<PAGE>


                        INTERNATIONAL TME RESOURCES INC.

                           NOTICE OF SPECIAL MEETING

                        to be held on September 16, 2013

TO THE SHAREHOLDERS OF INTERNATIONAL TME RESOURCES INC.

NOTICE IS HEREBY GIVEN that, pursuant to an interim order made after application
to the Supreme Court of British Columbia dated August 13, 2013 (the "INTERIM
ORDER"), a special meeting (the "ITME MEETING") of the holders (the "ITME
SHAREHOLDERS") of common shares ("ITME SHARES") of International TME Resources
Inc. ("ITME"), will be held at the law offices of Blake, Cassels & Graydon LLP,
595 Burrard Street, Suite 2600, Three Bentall Centre, Vancouver BC V7X 1L3,
Canada, at 9:00 a.m. Pacific time on September 16, 2013 for the following
purposes:

1.   to consider, pursuant to the Interim Order and, if thought advisable, to
     approve, with or without amendment, a special resolution (the "ITME
     ARRANGEMENT RESOLUTION"), the full text of which is set forth in Appendix
     A-1 to the accompanying joint information circular of ITME and
     Australian-Canadian Oil Royalties Ltd. ("ACOR") dated August 13, 2013 (the
     "CIRCULAR"), to approve a plan of arrangement (the "ARRANGEMENT") under
     Section 288 of the Business Corporations Act (British Columbia) (the
     "BCBCA"), all as more particularly described in the Circular; and

2.   to transact such other business as may properly be brought before the ITME
     Meeting or any adjournment or adjournments thereof.

Specific details of the matters to be put before the ITME Meeting are set forth
in the Circular.

The board of directors of ITME (the "ITME BOARD") has fixed August 13, 2013 as
the record date (the "RECORD DATE"). Shareholders of record at the close of
business on the Record Date are entitled to notice of the ITME Meeting and to
vote thereat or at any adjournment(s) thereof on the basis of one vote for each
ITME Share held, except to the extent that: (i) a registered ITME Shareholder
has transferred the ownership of any ITME Shares subsequent to August 13, 2013
and (ii) the transferee of those ITME Shares produces properly endorsed share
certificates, or otherwise establishes that he or she owns the ITME Shares and
demands, no later than 10 days before the ITME Meeting, that his or her name be
included on the ITME Shareholders list before the ITME Meeting, in which case,
the transferee shall be entitled to vote such ITME Shares at the ITME Meeting.
The transfer books will not be closed.

Each ITME Share entitled to be voted at the ITME Meeting will entitle the holder
to one vote at the ITME Meeting.

An ITME Shareholder may attend the ITME Meeting in person or may be represented
by proxy. IF YOU ARE A REGISTERED ITME SHAREHOLDER and are unable to attend the
ITME Meeting in person, please date and execute the accompanying form of proxy
and return it in the envelope provided to Computershare Trust Company, no later
than the close of business two business days preceding the date of the ITME
Meeting or any adjournment thereof. Notwithstanding the foregoing, the Chair of
the ITME Meeting has the discretion to accept proxies received after such
deadline.

                                      -v-

<PAGE>



IF YOU ARE NOT A REGISTERED ITME SHAREHOLDER and receive these materials through
your broker or through another intermediary, please complete and return the form
of proxy in accordance with the instructions provided to you by your broker or
by the other intermediary.

Pursuant to the Interim Order, registered ITME Shareholders have the right to
dissent with respect to the ITME Arrangement Resolution and, if such resolutions
become effective, to be paid the fair value of their ITME Shares in accordance
with the provisions of sections 237-247 of the BCBCA. This dissent right and the
dissent procedures are described in the Circular. A registered ITME Shareholder
wishing to exercise rights of dissent with respect to the ITME Arrangement
Resolution must send to ITME a written objection to the ITME Arrangement
Resolution, which written objection must be received by ITME, c/o Blake, Cassels
and Graydon LLP, 595 Burrard St., Suite 2600, Three Bentall Centre, Vancouver,
BC V7X 1L3, Attention: Susan Tomaine, no later than 48 hours prior to the ITME
Meeting or any adjournment thereof and must otherwise strictly comply with the
dissent procedures described in the Circular. The text of sections 237-247 of
the BCBCA is set forth in Appendix "H" to the accompanying Circular.

FAILURE TO STRICTLY COMPLY WITH THE REQUIREMENTS SET FORTH IN SECTIONS 237-247
OF THE BCBCA MAY RESULT IN THE LOSS OF ANY RIGHT OF DISSENT. IT IS STRONGLY
SUGGESTED THAT ANY ITME SHAREHOLDER WISHING TO DISSENT SEEK INDEPENDENT LEGAL
ADVICE, AS THE FAILURE TO COMPLY STRICTLY WITH THE PROVISIONS OF THE BCBCA MAY
PREJUDICE SUCH ITME SHAREHOLDER'S RIGHT TO DISSENT.

The form of proxy confers discretionary authority with respect to: (i) any
amendments or variations to the matters of business to be considered at the ITME
Meeting; and (ii) other matters that may properly come before the ITME Meeting.
As of the date hereof, management of ITME knows of no amendments, variations or
other matters to come before the ITME Meeting other than the matters set forth
in this Notice of Meeting.

ITME Shareholders should refer to the accompanying Circular for more detailed
information with respect to the matters to be considered at the ITME Meeting.

                                BY ORDER OF THE BOARD OF DIRECTORS

                                /s/ J. ALLEN WHITE
                                ------------------
                                Director
                                International TME Resources, Inc.

                                August 13, 2013

                                      -vi-



<PAGE>


                     AUSTRALIAN-CANADIAN OIL ROYALTIES LTD.

                               NOTICE OF MEETING

                        to be held on September 16, 2013

TO THE SHAREHOLDERS OF AUSTRALIAN-CANADIAN OIL ROYALTIES LTD.

NOTICE IS HEREBY GIVEN that a special meeting (the "ACOR MEETING") of the
holders (the "ACOR SHAREHOLDERS") of common shares ("COMMON SHARES") of
Australian-Canadian Oil Royalties Ltd. ("ACOR") will be held at Torys LLP, 4600,
525 8th Ave. S.W., Calgary, AB at 9:00 a.m. (Calgary time) on September 16, 2013
for the following purposes:

1.   to consider and, if thought fit, pass, with or without variation, an
     ordinary resolution to approve the holding of the ACOR Meeting outside of
     British Columbia;

2.   to consider and, if thought fit, to pass, with or without variation, a
     special resolution, the full text of which is set forth in the Circular, to
     approve ACOR's proposed stock option plan;

3.   to consider and, if thought fit, pass, with or without variation, a special
     resolution, the full text of which is set forth in the accompanying
     Circular, to approve the continuance (the "CONTINUANCE") of ACOR from the
     jurisdiction of the Province of British Columbia to the jurisdiction of the
     Province of Alberta pursuant to section 188 of the Business Corporations
     Act (Alberta) (the "ABCA"). The articles of continuance will include a name
     change from "Australian-Canadian Oil Royalties Ltd." to "Chelsea Oil & Gas
     Ltd.";

4.   to consider and, if thought fit, to pass, with or without variation, an
     ordinary resolution, the full text of which is set forth in the
     accompanying Circular, to confirm and approve the new by-laws of ACOR;

5.   to consider, pursuant to an interim order made after application to the
     Supreme Court of British Columbia dated August 13, 2013 and, if thought
     fit, to pass, with our without amendment, a special resolution (the "ACOR
     ARRANGEMENT RESOLUTION"), the full text of which is set forth in Appendix
     A-2 to the accompanying joint information circular of ACOR and
     International TME Resources Inc. ("ITME") dated August 13, 2013 (the
     "CIRCULAR"), approving the Arrangement and all transactions contemplated
     thereunder including the issuance of such number of ACOR Shares as are
     required to acquire all of the outstanding common shares of ITME (the "ITME
     SHARES"); and

6.   to transact such other business as may properly be brought before the ACOR
     Meeting or any adjournment or adjournments thereof.

                                     -vii-

<PAGE>



IF YOU ARE A REGISTERED ACOR SHAREHOLDER and are unable to attend the ACOR
Meeting in person, please date and execute the accompanying form of proxy and
return it in the envelope provided to Olympia Trust Company, no later than the
close of business two business days preceding the date of the ACOR Meeting or
any adjournment thereof.

IF YOU ARE NOT A REGISTERED ACOR SHAREHOLDER and receive these materials through
your broker or through another intermediary, please complete and return the form
of proxy in accordance with the instructions provided to you by your broker or
by the other intermediary.

The board of directors of ACOR has fixed August 13, 2013 as the record date (the
"RECORD DATE"). ACOR Shareholders of record at the close of business on the
record date are entitled to notice of the ACOR Meeting and to vote thereat or at
any adjournment(s) thereof on the basis of one vote for each ACOR Share held,
except to the extent that: (i) a registered ACOR Shareholder has transferred the
ownership of any ACOR Shares subsequent to August 13, 2013 and (ii) the
transferee of those ACOR Shares produces properly endorsed share certificates,
or otherwise establishes that he or she owns the ACOR Shares and demands, no
later than 10 days before the ACOR Meeting, that his or her name be included on
the ACOR Shareholders list before the ACOR Meeting, in which case, the
transferee shall be entitled to vote such ACOR Shares at the ACOR Meeting. The
transfer books will not be closed.

Registered ACOR Shareholders have the right to dissent with respect to the
resolution approving the Continuance (the "CONTINUANCE RESOLUTION") and, if such
resolutions become effective, to be paid the fair value of their ACOR Shares in
accordance with the provisions of sections 237-247 of the Business Corporations
Act (British Columbia ("BCBCA"). A registered ACOR Shareholder wishing to
exercise rights of dissent with respect to the Continuance Resolution must send
to ACOR a written notice of dissent to the Continuance Resolution, which written
notice of dissent must be received by ACOR, c/o Torys LLP, 4600 Eighth Avenue
Place East, 525 - 8th Avenue S.W., Calgary, Alberta, T2P 1G1, Attention: Janan
Paskaran, to be received no later than 4 p.m. (Calgary time) at least two clear
business days prior to the ACOR Meeting or any adjournment thereof. The text of
sections 237-247 of the BCBCA is set forth in Appendix "G" to the accompanying
Circular.

FAILURE TO STRICTLY COMPLY WITH THE REQUIREMENTS SET FORTH IN SECTIONS 237-247
OF THE BCBCA MAY RESULT IN THE LOSS OF ANY RIGHT OF DISSENT. IT IS STRONGLY
SUGGESTED THAT ANY ACOR SHAREHOLDER WISHING TO DISSENT SEEK INDEPENDENT LEGAL
ADVICE, AS THE FAILURE TO COMPLY STRICTLY WITH THE PROVISIONS OF THE BCBCA MAY
PREJUDICE SUCH ACOR SHAREHOLDER'S RIGHT TO DISSENT.

ACOR Shareholders should refer to the accompanying Circular for more detailed
information with respect to the matters to be considered at the ACOR Meeting.

                                       BY ORDER OF THE BOARD OF DIRECTORS

                                       /s/ Jesse Meidl
                                       ----------------
                                       Jesse Meidl
                                       Director

                                       August 13, 2013



                               -viii-

<PAGE>

                                  DEFINITIONS

     In this Circular, unless there is something in the subject matter or
context inconsistent therewith, the following words and terms will have the
indicated meanings and grammatical variations of such words and terms will have
corresponding meanings:

     (a)  "3(A)(10) EXEMPTION" means the exemption from the registration
          requirements of the U.S. Securities Act provided by Section 3(a)(10)
          of the U.S. Securities Act.

     (b)  "ACOR" means Australian-Canadian Oil Royalties Ltd., a corporation
          incorporated under the BCBCA.

     (c)  "ACOR ARRANGEMENT RESOLUTION" means the special resolution in respect
          of the Arrangement and all transactions contemplated thereunder to be
          considered by the ACOR Shareholders at the ACOR Meeting.

     (d)  "ACOR BOARD" means the board of directors of ACOR.

     (e)  "ACOR CONTINUANCE RESOLUTION" means the special resolution approving
          the continuance of ACOR from the jurisdiction of the Province of
          British Columbia to the jurisdiction of the Province of Alberta.

     (f)  "ACOR MEETING" means the special meeting of ACOR Shareholders, which
          is to be called to permit the ACOR Shareholders to consider the
          Arrangement Resolution and related matters and certain other business,
          and any adjournment(s) thereof.

     (g)  "ACOR SHAREHOLDER" means a holder of ACOR Shares.

     (h)  "ACOR SHARES" means common shares in the share capital of ACOR, as
          constituted from time to time.

     (i)  "APPLICABLE LAW" means, in relation to any Person, transaction or
          event, all applicable provisions of laws, statutes, rules,
          regulations, official directives, published guidelines, standards,
          codes of practice (regardless of whether such guidelines, standards
          and codes of practice have been promulgated by statute or regulation),
          treaties, ordinances, municipal by-laws and orders of and the terms of
          all judgments, orders, decrees, directives, awards and writs issued by
          any Authorized Authority by which such Person is bound or which has
          application to the transaction or event in question.

     (j)  "ARRANGEMENT" means the arrangement under the provisions of section
          288 of the BCBCA, on the terms and conditions set forth in the Plan of
          Arrangement, as supplemented, modified or amended in accordance with
          the Plan of Arrangement or made at the direction of the Court in the
          Final Order.

     (k)  "ARRANGEMENT AGREEMENT" means the arrangement agreement entered into
          between ITME and ACOR dated May 29, 2013.

     (l)  "AUTHORIZED AUTHORITY" means, in relation to any Person, transaction
          or event, any: (i) national, federal, provincial, state, county,
          municipal or local governmental body (whether administrative,
          legislative, executive or otherwise), both domestic and foreign; (ii)
          agency, authority, ministry, department, board, bureau, commission,
          instrumentality, regulatory body, professional association, licensing
          authority, court, central bank or other entity exercising executive,
          legislative, judicial, taxing, regulatory, administrative or similar

                                       1
<PAGE>


          powers or functions of or pertaining to government; (iii) court,
          arbitrator, commission or body exercising judicial, quasi-judicial,
          administrative or similar functions; and (iv) other body or entity
          created under the authority of or otherwise subject to the
          jurisdiction of any of the foregoing, including any stock or other
          securities exchange (including OTC Pink) and the Financial Industry
          Regulatory Authority, Inc., in each case having jurisdiction over such
          Person, transaction or event.

     (m)  "BCBCA" means the Business Corporations Act (British Columbia).

     (n)  "BENEFICIAL SHAREHOLDERS" has the meaning given under the section
          Advice to Beneficial Holders of Common Shares.

     (o)  "BUSINESS DAY" means any day, excepting Saturdays, Sundays and
          statutory holidays observed in Vancouver, British Columbia.

     (p)  "CANADIAN SECURITIES ACTS" means the securities acts or the equivalent
          securities legislation of each province and territory of Canada, as
          amended.

     (q)  "CHELSEA" means the amalgamated company formed under the BCBCA
          pursuant to the Plan of Arrangement, which will be named Chelsea Oil
          and Gas Ltd.

     (r)  "CHELSEA SHARES" means common shares in the share capital of Chelsea.

     (s)  "CIRCULAR" means the joint information circular and proxy statement of
          ACOR and ITME to be sent by ACOR to the ACOR Shareholders in
          connection with the ACOR Meeting and to be sent by ITME to the ITME
          Shareholders in connection with the ITME Meeting.

     (t)  "CONSIDERATION SHARES" means the ACOR Shares, which will be Chelsea
          Shares upon completion of the Arrangement, being issued to ITME
          Shareholders pursuant to Section 3.1(b) of the Plan of Arrangement.

     (u)  "COURT" means the Supreme Court of British Columbia.

     (v)  "DEPOSITARY" means Computershare Trust Company of Canada.

     (w)  "DILUTED BASIS" with respect to the number of outstanding common
          shares of a Party at any time, means such number of outstanding common
          shares actually issued and outstanding, together with all common
          shares that may be issued on the exercise of any outstanding options
          and other rights to purchase or acquire common shares.

     (x)  "DISSENT RIGHTS" means, (i) with respect to a registered ITME
          Shareholder, the right to dissent to the ITME Arrangement Resolution
          and to be paid the fair value of the ITME Shares in respect of which
          the ITME shareholder dissents, all in accordance with section 237-247
          of the BCBCA, the Interim Order and the Plan of Arrangement, or (ii)
          with respect to a registered ACOR Shareholder, the right to dissent to
          the Continuance Resolution and to be paid the fair value of the ACOR
          Shares in respect of which the ACOR Shareholder dissents in accordance
          with Section 237-247 of the BCBCA.

     (y)  "DISSENTER" means a shareholder who has delivered a Notice of Dissent
          to ACOR or ITME, as applicable.

     (z)  "EFFECTIVE DATE" means the date upon which all of the conditions to
          the completion of the Plan of Arrangement as set out in Article 7 of
          the Arrangement Agreement have been satisfied or waived in accordance
          with the provisions of the Arrangement Agreement and all documents
          agreed to be delivered hereunder have been delivered to the recipient
          or such other date as the parties to this Agreement may agree in
          writing.


                                       2
<PAGE>


     (aa) "EFFECTIVE TIME" means the time on the Effective Date when the
          Arrangement becomes effective pursuant to the BCBCA.

     (bb) "EMPLOYEE OBLIGATIONS" means the obligations of ITME to its officers,
          directors, employees and consultants for retention, severance,
          termination or bonus payments in connection with a termination of
          employment or change of control of ITME pursuant to any written or
          oral agreements or any resolution of the board of directors of ITME,
          pension plans or other plans, ITME's severance, retention or other
          policies, Applicable Law or otherwise.

     (cc) "FINAL ORDER" means the order of the Court approving the Arrangement
          pursuant to subsection 291(4) of the BCBCA, as such order may be
          affirmed, amended or modified by any court of competent jurisdiction.

     (dd) "FINANCING" means financing activities entered into by ACOR for the
          purpose of closing this Arrangement.

     (ee) "INTERIM ORDER" means an interim order of the Court concerning the
          Arrangement under subsection 291(2) of the BCBCA, containing
          declarations and directions with respect to the Arrangement and the
          holding of the ITME Meeting, as such order may be affirmed, amended or
          modified by any court of competent jurisdiction.

     (ff) "ITME" means International TME Resources Inc., a corporation
          incorporated under the BCBCA.

     (gg) "ITME ARRANGEMENT RESOLUTION" means the special resolution in respect
          of the Arrangement and all transactions contemplated thereunder to be
          considered by the ITME Shareholders at the ITME Meeting.

     (hh) "ITME BOARD" means the board of directors of ITME.

     (ii) "ITME MEETING" means the meeting of ITME Shareholders, as ordered by
          the Interim Order, to consider and, if determined advisable, approve
          the Arrangement.

     (jj) "ITME OPTIONS" means the outstanding options to acquire ITME Shares.

     (kk) "ITME SHAREHOLDER" means a holder of ITME Shares.

     (ll) "ITME SHARES" means common shares in the share capital of ITME, as
          constituted from time to time.

     (mm) "LETTER OF TRANSMITTAL" has the meaning given under the section
          "Procedure for Exchange of Securities - Exchange of Certificates
          Pursuant to the Arrangement".

     (nn) "MATERIAL ADVERSE CHANGE" or "MATERIAL ADVERSE EFFECT" means, with
          respect to a Party, any matter or action that has an effect or change
          that is, or would reasonably be expected to be, material and adverse
          to the business, operations, assets, capitalization or condition
          (financial or otherwise) of the Party and its subsidiaries, taken as a
          whole, other than any matter, action, effect or change relating to or
          resulting from: (i) general economic, financial, currency exchange,
          securities or commodity prices in Canada or elsewhere; (ii) conditions
          affecting the oil and natural gas exploration, exploitation,
          development gathering, transportation and production industry as a
          whole, and not specifically relating to the Party and/or its
          subsidiaries, including changes in laws or regulatory policies
          (including tax laws) and royalties; (iii) any change in relevant
          commodity prices; (iv) any matter which has been publicly disclosed or
          has been communicated in writing to the other Party as of the date
          hereof; or (v) any changes or effects arising from matters permitted
          or contemplated by this Agreement or consented to or approved in
          writing by the other Party, provided that in the cases of (i), (ii)
          and (iii) such Party is not disproportionately affected thereby.

                                       3
<PAGE>



     (oo) "MEETINGS" means collectively, the ACOR Meeting and the ITME Meeting.

     (pp) "MISREPRESENTATION" shall have the meaning ascribed thereto under the
          Securities Act (British Columbia).

     (qq) "MUTUAL RELEASES" means the mutual releases in favour of ITME
          delivered by certain ITME officers at the Effective Time.

     (rr) "NOTICE OF DISSENT" means a written notice of dissent delivered by a
          Shareholder to ACOR or ITME, as applicable.

     (ss) "OUTSIDE DATE" means September 30, 2013, or such other date as may be
          agreed among the Parties in writing.

     (tt) "PARTIES" means ACOR and ITME and "PARTY" means one of them.

     (uu) "PERSON" includes an individual, a partnership, a corporation, a
          trust, a joint venture, an unincorporated organization, a union, an
          Authorized Authority or any department or agency thereof and the
          heirs, executors, administrators or other legal representatives of an
          individual.

     (vv) "PLAN OF ARRANGEMENT" means the plan of arrangement set out in
          Schedule 1.1(zz) to the Arrangement Agreement as amended or
          supplemented from time to time in accordance with the terms thereof or
          at the direction of the Court in the Final Order.

     (ww) "REGISTRAR" means the Registrar duly appointed under section 400 of
          the BCBCA.

     (xx) "RESIDENT HOLDER" has the meaning given under the section Certain
          Canadian Federal Income Tax Considerations.

     (yy) "SEC" means the United States Securities and Exchange Commission.

     (zz) "SHAREHOLDERS" means, collectively, the ACOR Shareholders and the ITME
          Shareholders.

     (aaa) "SHARES" means, collectively, the ACOR Shares and ITME Shares.

     (bbb) "SUBSIDIARY" has the meaning contemplated by the BCBCA.

     (ccc) "SUPPORT AGREEMENTS" means agreements between ACOR and certain
          holders of ITME Shares, and between ITME and certain holders of ACOR
          Shares, pursuant to which such ITME Shareholders and ACOR Shareholders
          agree to vote the ITME Shares and ACOR Shares, respectively,
          beneficially owned or controlled by them in favour of the Arrangement
          and to otherwise support the Arrangement, as provided therein,
          substantially in the form attached to the Arrangement Agreement.

     (ddd) "TAX ACT" means the Income Tax Act (Canada), together with any and
          all regulations promulgated thereunder, as amended from time to time.

     (eee) "U.S. EXCHANGE ACT" means the United States Securities Exchange Act
          of 1934, as amended, and the rules and regulations promulgated
          thereunder.

     (fff) "U.S. SECURITIES ACT" means the United States Securities Act of 1933,
          as amended, and the rules and regulations promulgated thereunder.


                                       4
<PAGE>




                           JOINT INFORMATION CIRCULAR

                              GENERAL INFORMATION

INTRODUCTION

THIS PROXY STATEMENT AND CIRCULAR IS FURNISHED IN CONNECTION WITH THE
SOLICITATION OF PROXIES BY: (I) THE MANAGEMENT OF ACOR FOR USE AT THE ACOR
MEETING; AND (II) THE MANAGEMENT OF ITME FOR USE AT THE ITME MEETING. NO PERSON
HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION AT THE ACOR MEETING OR THE ITME
MEETING OTHER THAN THAT WHICH IS CONTAINED IN THIS CIRCULAR AND, IF GIVEN OR
MADE, ANY SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED.

THE INFORMATION CONCERNING ITME CONTAINED IN THIS CIRCULAR HAS BEEN PROVIDED BY
ITME. ALTHOUGH ACOR HAS NO KNOWLEDGE THAT WOULD INDICATE THAT ANY OF SUCH
INFORMATION IS UNTRUE OR INCOMPLETE, ACOR DOES NOT ASSUME ANY RESPONSIBILITY FOR
THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION OR THE FAILURE BY ITME TO
DISCLOSE EVENTS WHICH MAY HAVE OCCURRED OR MAY AFFECT THE COMPLETENESS OR
ACCURACY OF SUCH INFORMATION BUT WHICH ARE UNKNOWN TO ACOR. THE INFORMATION
CONCERNING ACOR CONTAINED IN THIS CIRCULAR HAS BEEN PROVIDED BY ACOR. ALTHOUGH
ITME HAS NO KNOWLEDGE THAT WOULD INDICATE THAT ANY OF SUCH INFORMATION IS UNTRUE
OR INCOMPLETE, ITME DOES NOT ASSUME ANY RESPONSIBILITY FOR THE ACCURACY OR
COMPLETENESS OF SUCH INFORMATION OR THE FAILURE BY ACOR TO DISCLOSE EVENTS WHICH
MAY HAVE OCCURRED OR MAY AFFECT THE COMPLETENESS OR ACCURACY OF SUCH INFORMATION
BUT WHICH ARE UNKNOWN TO ITME. The Meetings have been called for the purpose of
considering and if deemed advisable, passing the ITME Arrangement Resolution (as
defined herein), the ACOR Arrangement Resolution (as defined herein) and the
ACOR Continuance Resolution (as defined herein) and for certain other business
of ACOR.

Solicitation of proxies will be primarily by mail but may also be by telephone,
email, facsimile or in person by directors, officers and employees of ACOR and
ITME who will not be additionally compensated thereof. The costs of soliciting
proxies will be borne by ACOR and ITME, respectively.

INFORMATION CONTAINED IN THIS CIRCULAR

Information contained in this Circular is given as of August 13, 2013 unless
otherwise specifically stated.

The audited financial statements of ACOR have been made available to ITME and
ACOR shareholders under ACOR's profile on the EDGAR website at
http://www.sec.gov/edgar.shtml.

This Circular does not constitute an offer to buy, or a solicitation of an offer
to sell, any securities, or the solicitation of a proxy, by any person in any
jurisdiction in which such an offer or solicitation is not authorized or in
which the person making such an offer or solicitation is not qualified to do so
or to any person to whom it is unlawful to make such an offer or solicitation.

                                       5
<PAGE>



Shareholders should not construe the contents of this Circular as legal, tax or
financial advice and should consult with their own professional advisors in
considering the relevant legal, tax, financial or other matters contained in
this Circular.

Any capitalized terms used but not defined in this Circular shall have the
meaning given thereto in the Arrangement Agreement.

                     APPOINTMENT AND REVOCATION OF PROXIES

Enclosed herewith is a form of proxy for use at the relevant Meeting. The
persons named in the form of proxy are directors and/or executive officers of
ACOR or directors and/or executive officers of ITME, as applicable. ANY
SHAREHOLDER SUBMITTING A PROXY HAS THE RIGHT TO APPOINT A NOMINEE (WHO NEED NOT
BE A SHAREHOLDER) TO REPRESENT HIM OR HER AT THE RELEVANT MEETING, OTHER THAN
THE PERSONS DESIGNATED IN THE ENCLOSED FORM OF PROXY, BY INSERTING THE NAME OF
HIS OR HER CHOSEN NOMINEE IN THE SPACE PROVIDED FOR THAT PURPOSE ON THE FORM.

A form of proxy will not be valid for the ACOR Meeting or any adjournment
thereof unless it is signed by the ACOR Shareholder or by the ACOR Shareholder's
attorney authorized in writing or, if the ACOR Shareholder is a corporation, it
must be executed by a duly authorized officer or attorney thereof. The proxy, to
be acted upon, must be deposited with Olympia Trust Company, no later than the
close of business two business days preceding the date of the ACOR Meeting or
any adjournment thereof.

A form of proxy will not be valid for the ITME Meeting or any adjournment
thereof unless it is signed by the ITME Shareholder or by the ITME Shareholder's
attorney authorized in writing or, if the ITME Shareholder is a corporation, it
must be executed by a duly authorized officer or attorney thereof. The proxy, to
be acted upon, must be deposited with Computershare Trust Company, no later than
the close of business two business days preceding the date of the ITME Meeting
or any adjournment thereof.

Any Shareholder who has given a proxy may revoke it prior to its use, in any
manner permitted by law, including by instrument in writing executed by the
Shareholder by his or her attorney authorized in writing or, if the Shareholder
is a corporation, executed by a duly authorized officer or attorney thereof and
deposited as set forth in the relevant provision above at any time up to and
including the last business day preceding the day of the relevant Meeting, or
any adjournment thereof, at which the proxy is to be used or with the chairman
of the relevant Meeting on the day of the Meeting or any adjournment thereof.

                               VOTING OF PROXIES

All Shares represented at the Meetings by properly executed proxies conferring
authority on the management nominees will be voted on any matter that may be
called for and, where a choice with respect to any matter to be acted upon has
been specified in the accompanying form of proxy, the Shares represented by the
proxy will be voted in accordance with such instructions. IN THE ABSENCE OF ANY
SUCH INSTRUCTION, THE MANAGEMENT NOMINEES WHOSE NAMES APPEAR ON THE PRINTED FORM
OF PROXY WILL VOTE IN FAVOUR OF ALL THE MATTERS SET OUT THEREON. THE ENCLOSED

                                       6
<PAGE>


FORM OF PROXY CONFERS DISCRETIONARY AUTHORITY UPON THE PERSONS NAMED THEREIN. IF
ANY OTHER BUSINESS OR AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN THE
NOTICES OF MEETING PROPERLY COMES BEFORE THE MEETINGS, THEN DISCRETIONARY
AUTHORITY IS CONFERRED UPON THE PERSON APPOINTED IN THE PROXY TO VOTE IN THE
MANNER THEY SEE FIT, IN ACCORDANCE WITH THEIR BEST JUDGMENT.

At the time of the printing of this Circular, neither the management of ACOR nor
the management of ITME knew of any such amendment, variation or other matter to
come before their respective Meetings other than the matters referred to in the
Notices of Meeting.

                 ADVICE TO BENEFICIAL HOLDERS OF COMMON SHARES

THE INFORMATION SET FORTH IN THIS SECTION IS OF SIGNIFICANT IMPORTANCE TO MANY
SHAREHOLDERS, AS A NUMBER OF SHAREHOLDERS DO NOT HOLD SHARES IN THEIR OWN NAME.
Shareholders who are not registered Shareholders as they do not hold their
Shares in their own name, such as holding their Shares registered in the name of
an intermediary, ("BENEFICIAL SHAREHOLDERS") should note that only proxies
deposited by Shareholders whose names appear on the records of ACOR or on the
records of ITME, as applicable, as the registered holders of Shares can be
recognized and acted upon at the Meetings. If Shares are listed in an account
statement provided to a Shareholder by a broker, then in almost all cases those
Shares will not be registered in the Shareholder's name on the records of ACOR
or ITME, as applicable. Such Shares will more likely be registered under the
names of the Shareholder's broker or an agent of that broker. Shares held by
brokers or their agents or nominees can only be voted (for or against
resolutions) upon the instructions of the Beneficial Shareholder. Without
specific instructions, brokers and their agents and nominees are prohibited from
voting shares for the broker's clients. THEREFORE, BENEFICIAL SHAREHOLDERS
SHOULD ENSURE THAT INSTRUCTIONS RESPECTING THE VOTING OF THEIR SHARES ARE
COMMUNICATED TO THE APPROPRIATE PERSON.

Although a Beneficial Shareholder may not be recognized directly at the Meetings
for the purposes of voting Shares registered in the name of his or her broker
(or agent of the broker), a Beneficial Shareholder may attend at the Meeting as
proxyholder for a registered Shareholder and vote the Shares in that capacity.
Beneficial Shareholders who wish to attend at the Meetings and indirectly vote
their Shares as proxyholder for a registered Shareholder should enter their own
names in the blank space on the form of proxy provided to them and return the
same to their broker (or the broker's agent) in accordance with the instructions
provided by such broker (or agent), well in advance of the relevant Meeting.

INFORMATION FOR U.S. SHAREHOLDERS

The solicitation of proxies for the Meetings is not subject to the proxy
requirements of Section 14(a) of the U.S. Exchange Act. Accordingly, the
solicitations and transactions contemplated in this Circular are made in the
United States for securities of a Canadian issuer in accordance with Canadian
securities laws, and this Circular has been prepared in accordance with
disclosure requirements applicable in Canada, which differ from requirements
applicable to registration statements under the U.S. Securities Act and proxy
statements under the U.S. Exchange Act.

                                       7
<PAGE>



In addition, the securities to be issued pursuant to the Arrangement have not
been and will not be registered under the U.S. Securities Act, and such
securities will be issued in reliance upon the exemption from the registration
requirements of the U.S. Securities Act as set forth in Section 3(a)(10) thereof
and only to the extent that corresponding exemptions from the registration or
qualification requirements of state "blue sky" securities laws are available.
Securityholders in the United States should be aware that Canadian disclosure
requirements are different from those of the United States applicable to
registration statements under the U.S. Securities Act and proxy statements under
the U.S. Exchange Act. Specifically, information concerning the operations of
ACOR and ITME contained in this Circular has been prepared in accordance with
Canadian disclosure standards, which are not comparable in all respects to U.S.
disclosure standards.

Each of ACOR and ITME is, and Chelsea will be, an entity existing under the laws
of a jurisdiction outside of the United States. Some or all of the directors and
officers of these entities and certain of the experts named in this Circular may
be residents of countries other than the United States. All or some of these
entities' and persons' assets may be located outside of the United States. As a
result, it may be difficult for investors to effect service of process within
the United States upon any of these entities, their officers and directors or
the experts named in this Circular, or to realize in the United States upon
judgments of courts of the United States predicated upon civil liability of
these entities, their directors and officers or the experts named in this
Circular.

NEITHER THE ARRANGEMENT NOR THE SECURITIES TO BE ISSUED PURSUANT TO THE
ARRANGEMENT HAVE BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION OR SECURITIES REGULATORY AUTHORITIES OF ANY STATE OF THE
UNITED STATES, NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR
SECURITIES REGULATORY AUTHORITIES OF ANY STATE OF THE UNITED STATES PASSED ON
THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENCE.

SHAREHOLDERS SHOULD BE AWARE THAT THERE MAY BE UNITED STATES FEDERAL INCOME TAX
IMPLICATIONS TO THE ARRANGEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY. EACH
SHAREHOLDER SHOULD SEEK TAX ADVICE, BASED ON SUCH SHAREHOLDER'S PARTICULAR
CIRCUMSTANCES, FROM AN INDEPENDENT TAX ADVISOR



                                       8
<PAGE>


                  MATTERS TO BE ACTED UPON AT THE ITME MEETING

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as disclosed herein, management of ITME is not aware of any material
interest, direct or indirect, by way of beneficial ownership of securities or
otherwise, of any director or executive officer or any associate or affiliate of
any of the foregoing in any matter to be acted on at the ITME Meeting.

THE ARRANGEMENT

The principal purpose of the ITME Meeting is for ITME Shareholders to consider
and, if thought advisable, pass the ITME Arrangement Resolution. The full text
of the ITME Arrangement Resolution is set forth in Appendix A-1 of this
Circular. For a full description of the Arrangement, see "The Arrangement".

                  MATTERS TO BE ACTED UPON AT THE ACOR MEETING

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as disclosed herein, management of ACOR is not aware of any material
interest of any director or executive officer or any associate or affiliate of
any of the foregoing in any matter to be acted on at the ACOR Meeting.

THE ARRANGEMENT

The principal purpose of the ACOR Meeting is for ACOR Shareholders to consider
and, if thought advisable, pass the ACOR Arrangement Resolution. The full text
of the ACOR Arrangement Resolution is set forth in Appendix A-2 of this
Circular. For a full description of the Arrangement see "The Arrangement".

OTHER BUSINESS TO BE CONSIDERED AT THE ACOR MEETING

ACOR Shareholders will also be asked to consider the continuance of ACOR to the
jurisdiction of the Province of Alberta and the adoption of new by-laws in
compliance with the ABCA and certain other business matters described in this
Circular, including the approval of the ACOR Option Plan.

                                THE ARRANGEMENT

BACKGROUND TO AND REASONS FOR THE ARRANGEMENT

BACKGROUND

Each of the ACOR Board and the ITME Board and senior management of each of ACOR
and ITME regularly consider and investigate opportunities to enhance value for
their respective shareholders. The management and directors of each of ITME and
ACOR review and consider such proposals as they arise to determine whether
pursuing them would be in the best interest of their respective shareholders.

                                       9
<PAGE>



During the summer of 2012, the management of each of ACOR and ITME had
discussions regarding a possible transaction. Negotiations over the terms of a
letter of intent progressed through the summer and on September 1, 2012, ACOR
and ITME entered into a letter of intent.

Beginning in the fall of 2012, due diligence was performed by the parties
concurrently with the negotiation of the terms of a definitive arrangement
agreement. The Arrangement Agreement was approved by the ACOR Board on May 28,
2013 and by the ITME Board on May 17, 2013. The Arrangement Agreement was
executed on May 29, 2013 and the parties issued a joint news release announcing
the Arrangement that same day.

REASONS FOR THE ARRANGEMENT

ACOR and ITME believe the amalgamation of the two corporations as Chelsea under
the Arrangement and the other transactions contemplated thereby will provide the
following potential strategic benefits to the Shareholders and Chelsea:

     o    a strong and credible management team with a proven track record in
          exploration and negotiation of strategic relationships with other
          industry players;

     o    enhanced value for Shareholders through ownership in a larger entity
          with stronger growth potential;

     o    technical, operational and administrative efficiencies as a result of
          the fusion of joint assets;

     o    an ability to pursue larger scale projects and to enter into strategic
          relationships with larger industry participants; and

     o    potential for increased liquidity of shares.

RECOMMENDATIONS OF THE ITME BOARD

The ITME Board has unanimously approved the Arrangement, determined that the
Arrangement is fair to the ITME Shareholders, determined that the Arrangement is
in the best interests of ITME, and recommends that the ITME Shareholders vote in
favour of the Arrangement.

RECOMMENDATIONS OF THE ACOR BOARD

The ACOR Board has approved the Arrangement, determined that the Arrangement is
in the best interests of ACOR, and recommends that the ACOR Shareholders vote in
favour of the Arrangement and the transactions contemplated in the Arrangement.

RISK FACTORS RELATED TO THE ARRANGEMENT

An investment in Chelsea Shares as a result of the completion of the Arrangement
is subject to certain risks. The following are risk factors which ITME
Shareholders should carefully consider before making a decision regarding the
ITME Arrangement Resolution and which ACOR Shareholders should carefully
consider before making a decision regarding the ACOR Arrangement Resolution.

                                       10
<PAGE>



ITME AND ACOR MAY NOT SATISFY ALL REGULATORY REQUIREMENTS OR OBTAIN THE
NECESSARY APPROVALS FOR COMPLETION OF THE ARRANGEMENT ON SATISFACTORY TERMS OR
AT ALL

Completion of the Arrangement is subject to the approval of the Court and the
satisfaction of certain regulatory requirements and the receipt of all necessary
regulatory and Shareholder approvals and third-party consents. There can be no
certainty, nor can either party provide any assurance, that these conditions
will be satisfied or, if satisfied, when they will be satisfied. The requirement
to take certain actions or to agree to certain conditions to satisfy such
requirements or obtain any such approvals may have a Material Adverse Effect on
the business and affairs of Chelsea or the market for Chelsea Shares, after
completion of the Arrangement.

THE ARRANGEMENT AGREEMENT MAY BE TERMINATED IN CERTAIN CIRCUMSTANCES, INCLUDING
IN THE EVENT OF A MATERIAL ADVERSE CHANGE IN ITME OR ACOR

Each of ITME and ACOR has the right to terminate the Arrangement Agreement in
certain circumstances. Accordingly, there is no certainty, nor can either party
provide any assurance, that the Arrangement Agreement will not be terminated
before the completion of the Arrangement. For example, a party has the right, in
certain circumstances, to terminate the Arrangement Agreement if a Material
Adverse Change occurs with respect to the other party. Although a Material
Adverse Change excludes certain events that are beyond the control of the
parties, there is no assurance that a change constituting a Material Adverse
Change in a party will not occur before the Effective Date, in which case the
other party could elect to terminate the Arrangement Agreement and the
Arrangement would not proceed.

THE MARKET PRICE FOR THE ACOR SHARES AND THE ITME SHARES MAY DECLINE

If the ACOR Arrangement Resolution is not approved by the ACOR Shareholders or
the ITME Arrangement Resolution is not approved by the ITME Shareholders, the
market price of the ACOR Shares and/or the ITME Share may decline to the extent
that the current market price of the ACOR Shares and/or the ITME Shares reflects
a market assumption that the Arrangement will be completed. If the ACOR
Arrangement Resolution is not approved by the ACOR Shareholders or the ITME
Arrangement Resolution is not approved by ITME Shareholders, as the case may be,
and the ITME Board or the ACOR Board, as the case may be, decides to seek
another business combination, there can be no assurance that ACOR or ITME, as
the case may be, will be able to find a transaction as attractive to ACOR or
ITME, as the case may be, as the Arrangement.

THERE MAY BE U.S. TAX IMPLICATIONS TO THE ARRANGEMENT.

U.S. shareholders should be aware that there may be U.S. tax implications to the
Arrangement. Shareholders are encouraged to seek independent advice from their
tax and legal advisors.

EFFECT AND DETAILS OF THE ARRANGEMENT

EFFECT ON ITME SHARES AND ACOR SHARES

Pursuant to the Arrangement, all of the ITME Shares will be transferred to ACOR.
ITME and ACOR will then amalgamate. The amalgamated entity shall be known as
Chelsea. The ACOR Shares shall survive and continue to be Chelsea Shares without
amendment.

                                       11
<PAGE>



On August 13, 2013, there were 25,737,066 issued and outstanding ITME Shares and
no ITME Options issued or outstanding. ACOR has agreed to issue an aggregate of
13,976,542 Consideration Shares at closing. Assuming no ITME Options are
outstanding at the Effective Time, ITME Shareholders would receive 0.5431
Consideration Shares for each ITME Share held at the Effective Time. The number
of Consideration Shares issued shall result in former ITME Shareholders owning
approximately 21.8% of the outstanding Chelsea Shares after the Effective Time
of the Arrangement.

ARRANGEMENT STEPS

THE FOLLOWING IS A SUMMARY ONLY AND REFERENCE SHOULD BE MADE TO THE FULL TEXT OF
THE ARRANGEMENT AGREEMENT SET FORTH IN APPENDIX "C" TO THIS CIRCULAR AND THE
PLAN OF ARRANGEMENT ATTACHED AS SCHEDULE "1.1(ZZ)" TO THE ARRANGEMENT AGREEMENT.

Commencing at the Effective Time, each of the events or transactions set out
below shall occur, and shall be deemed to occur, in the following order, without
any further act or formality, except as otherwise provided herein:

     (a)  all of the ITME Shares held by Dissenting Shareholders immediately
          prior to the Effective Time shall be deemed to have been transferred
          to ACOR (free and clear of any liens, claims, encumbrances, charges,
          adverse interests and security interests of any nature or kind
          whatsoever) and shall be cancelled and cease to be outstanding as of
          the Effective Time, and each Dissenting Shareholder shall cease to
          have any rights as an ITME Shareholder other than the right to be
          paid, in accordance with the Dissent Rights, the fair value of the
          ITME Shares with respect to which the Dissenting Shareholder has
          dissented;

     (b)  each holder of ITME Shares shall be deemed to receive 0.5431 of a
          Consideration Share in exchange for each outstanding ITME Share that
          shall be deemed transferred to, and acquired by, ACOR (free and clear
          of any liens, claims, encumbrances, charges, adverse interests and
          security interests of any nature or kind whatsoever);

     (c)  the stated capital of the common shares of ITME shall be reduced to
          $1.00 in aggregate;

     (d)  ITME and ACOR shall amalgamate and be continued as one corporation
          ("AMALCO"); and

     (e)  the name of Amalco shall be "Chelsea Oil and Gas Ltd.".

No fractional Consideration Shares will be issued in connection with the
Arrangement. In the event that a ITME Shareholder would otherwise be entitled to
fractional Consideration Shares pursuant to the Arrangement, the number of
Consideration Shares issued to such ITME Shareholder shall be rounded up to the
next whole number of Consideration Shares, as applicable, if the fractional
entitlement is equal to or greater than 0.5 and shall, without any additional
compensation, be rounded down to the next whole number of Consideration Shares,
as applicable, if the fractional entitlement is less than 0.5. In calculating
such fractional interests, all ITME Shares registered in the name of or
beneficially held by such ITME Shareholder or his/her/its nominee shall be
aggregated.

                                       12
<PAGE>



PROCEDURE FOR THE ARRANGEMENT TO BECOME EFFECTIVE

PROCEDURAL STEPS

The Arrangement is proposed to be carried out pursuant to the provisions of
Division 5 of Part 9 of the BCBCA. The following procedural steps must be taken
in order for the Arrangement to become effective:

     (a)  the Arrangement must be approved by the ITME Shareholders in the
          manner set forth in the Interim Order;

     (b)  the Court must grant the Final Order approving the Arrangement;

     (c)  all conditions precedent to the Arrangement (including receipt of ACOR
          Shareholders' approval of the ACOR Arrangement Resolution) as set
          forth in the Arrangement Agreement, must be satisfied or waived by the
          appropriate party; and

     (d)  all required regulatory approvals and third-party consents in respect
          of the completion of the Arrangement must be obtained.

SHAREHOLDER APPROVAL

Pursuant to the terms of the Interim Order, the ITME Arrangement Resolution
must, subject to further orders of the Court, be approved by not less than 66
2/3% of ITME Shareholders voting in person or by proxy at the ITME Meeting.

Notwithstanding the foregoing, the ITME Arrangement Resolution authorizes the
ITME Board, without further notice to or approval of the ITME Shareholders and
subject to the terms of the Arrangement Agreement, to amend the Plan of
Arrangement or to decide not to proceed with the Arrangement at any time prior
to the Effective Time. See Appendix A-1 to this Circular for the full text of
the ITME Arrangement Resolution.

Pursuant to the terms of the Arrangement Agreement, the ACOR Arrangement
Resolution must be approved by not less than 66 2/3% of the ACOR Shareholders
voting in person or by proxy at the ACOR Meeting in order for the Arrangement to
be completed.

COURT APPROVAL

On August 13, 2013, ITME obtained the Interim Order providing for the calling
and holding of the ITME Meeting and other procedural matters. A copy of the
Interim Order is attached as Appendix B-1 to this Circular.

Subject to the terms of the Arrangement Agreement, if the ITME Arrangement
Resolution is approved at the ITME Meeting and the ACOR Arrangement Resolution
is approved at the ACOR Meeting, ITME will make application to the Court for the
Final Order at the Courthouse, 800 Smithe Street, Vancouver, B.C. on September
17, 2013 at 9:45 a.m. (Vancouver time) or as soon thereafter as counsel may be
heard. Any ITME Shareholder, or other interested party who wishes to participate
or to be represented or to present evidence or argument must file with the Court
and serve on ITME, by service upon counsel, Blake, Cassels and Graydon LLP, 595
Burrard St., Suite 2600, Three Bentall Centre, Vancouver, BC V7X 1L3, Attention:

                                       13
<PAGE>


Laura Cundari, a Response to Petition in the form required by the B.C. Supreme
Court Rules, and any additional affidavits or other materials on which the ITME
Shareholders or other interested party intends to rely, on or before 4:00 p.m.
(Vancouver time) on September 12, 2013. A copy of the Notice of Hearing is
attached as Appendix B-1 to this Circular.

The Parties have been advised by their respective counsel that the Court has
broad discretion under the BCBCA when making orders with respect to the
Arrangement and that the Court, in hearing the application for the Final Order,
will consider, among other things, the fairness of the Arrangement to the ITME
Shareholders and any other interested party as the Court determines appropriate.
The Court may approve the Arrangement either as proposed or as amended in any
manner the Court may direct, subject to compliance with such terms and
conditions, if any, as the Court may determine appropriate. Either ITME or ACOR
may determine not to proceed with the Arrangement in the event that any
amendment ordered by the Court is not satisfactory to it, acting reasonably.

The Consideration Shares issuable to ITME Shareholders in exchange for their
ITME Shares under the Arrangement have not been and will not be registered under
the U.S. Securities Act, and such securities will be issued in reliance upon the
exemption from registration requirement of the U.S. Securities Act provided by
Section 3(a)(10) thereof. The Final Order is required for the Arrangement to
become effective and the Court has been advised that if the terms and conditions
of the Arrangement are approved by the Court pursuant to the Final Order, the
Final Order will constitute the basis for an exemption from the registration
requirement of the U.S. Securities Act under Section 3(a)(10) thereof for the
issuance of the Consideration Shares issuable to the ITME Shareholders pursuant
to the Arrangement.

OTHER APPROVALS

It is a condition to the completion of the Arrangement that all necessary
regulatory and third-party approvals shall have been completed or obtained.

TIMING

Subject to all conditions precedent to the Arrangement as set forth in the
Arrangement Agreement being satisfied or waived by the appropriate party, the
Arrangement will become effective upon the Effective Date. If the ITME
Arrangement Resolution is approved at the ITME Meeting as required by the
Interim Order and the ACOR Arrangement Resolution is approved at the ACOR
Meeting, ITME will apply to the Court for the Final Order approving the
Arrangement. If the Final Order is obtained on or about September 17, 2013, in
form and substance satisfactory to the parties, and all other conditions
specified in the Arrangement Agreement are satisfied or waived, the parties
expect the Effective Date will be on or about September 18, 2013. The Effective
Date could be delayed, however, for a number of reasons, including an objection
before the Court in the hearing of the application for the Final Order. It is a
condition to the completion of the Arrangement that the Effective Date shall
have occurred on or prior to the Outside Date.

FOR FULL PARTICULARS IN RESPECT OF ALL OF THE EVENTS WHICH WILL OCCUR PURSUANT
TO THE PLAN OF ARRANGEMENT, SEE THE FULL TEXT OF THE PLAN OF ARRANGEMENT WHICH
IS ATTACHED AS SCHEDULE 1.1(ZZ) TO APPENDIX "C" TO THIS CIRCULAR.

                                       14
<PAGE>



                      SUMMARY OF THE ARRANGEMENT AGREEMENT

THE ARRANGEMENT AGREEMENT

The Arrangement Agreement provides for the implementation of the Plan of
Arrangement. The Arrangement Agreement contains covenants, representations and
warranties of and from each of ITME and ACOR and various conditions precedent,
including mutual conditions precedent in favour of each party. The following is
a summary of certain material provisions of the Arrangement Agreement and is
qualified in its entirety by reference to the full text of the Arrangement
Agreement and the Plan of Arrangement set forth in Appendix "C" and Schedule
"1.1(zz)" to Appendix "C", respectively. ACOR Shareholders and ITME Shareholders
are encouraged to read the Arrangement Agreement and the Plan of Arrangement in
their entirety.

The Arrangement Agreement provides that ACOR will acquire all of the outstanding
ITME Shares by way of a plan of arrangement under Section 288 of the BCBCA and
in respect of which, on the Effective Date, and on the terms and conditions
contained in the Plan of Arrangement, each ITME Shareholder (other than a
Dissenting Shareholder) will receive 0.5431 Consideration Shares for each ITME
Share held.

COVENANTS REGARDING THE ARRANGEMENT

ITME and ACOR has each given, in favour of the other Party, usual and customary
covenants for an agreement of this nature including covenants to conduct their
respective businesses in the usual and ordinary course and consistent with past
practices, to use their respective commercially reasonable efforts to fulfill or
cause the fulfillment of the conditions precedent to their respective
obligations under the Arrangement Agreement to the extent they are within such
Party's control, to hold the ITME Meeting and the ACOR Meeting, respectively,
and to make all necessary filings and applications under Applicable Law required
to be made by a party in connection with the Arrangement.

REPRESENTATIONS AND WARRANTIES

Each of ITME and ACOR made certain customary representations and warranties
related to (i) its due organization and qualification to carry on business; (ii)
its authority to enter into the Arrangement Agreement and carry out its
obligations thereunder; (iii) the due execution and delivery of the Arrangement
Agreement; (iv) that neither the consummation by it of the transactions
contemplated there by or compliance with it with the provisions of the
Arrangement Agreement will, among other things, violate, conflict with or result
in a breach of any provisions of, require any consent, approval or notice under,
constitute a default or result in a right of termination or acceleration under
or result in the creation of any lien, security interest, charge or encumbrance
upon any of the properties or assets of a Party, any of the terms, conditions or
provisions of its organizational documents, instrument or obligations to which
it is a party or by which its properties or assets may be subject or by which it
is bound or violate any judgment, ruling, order, writ, injunction,
determination, award, decree, statute, ordinance, rule or regulation applicable
to it; and (v) other representations and warranties with respect to the
business, operations and assets of each Party. In addition, ITME and ACOR has
each made certain representations and warranties particular to such Party.


                                       15
<PAGE>


The assertions embodied in those representations and warranties were made solely
for the purposes of the Arrangement Agreement and may be subject to important
qualifications and limitations agreed to by the Parties in connection with
negotiating its terms. Moreover, some of those representations and warranties
are subject to exceptions or exclusions communicated between the Parties and/or
a contractual standard of materiality or Material Adverse Effect different from
that generally applicable to public disclosure to Shareholders. For the
foregoing reasons, you should not rely on the representations and warranties
contained in the Arrangement Agreement as a statement of factual information at
the time they were made or otherwise.

CONDITIONS OF CLOSING

          Mutual Conditions

The Arrangement Agreement provides that the respective obligations of the
Parties to complete the transactions contemplated by the Arrangement Agreement
are subject to the satisfaction of the following conditions on or before the
Effective Time or such other time as specifically specified:

     (a)  the Interim Order shall have been granted in form and substance
          satisfactory to each of ACOR and ITME, acting reasonably, and such
          order shall not have been set aside or modified in a manner
          unacceptable to ITME and ACOR, acting reasonably, on appeal or
          otherwise;

     (b)  the ITME Arrangement Resolution shall have been passed by the ITME
          Shareholders at the ITME Meeting, in form and substance satisfactory
          to each of ACOR and ITME, acting reasonably, duly approving the
          Arrangement in accordance with the Interim Order;

     (c)  the ACOR Arrangement Resolution shall have been passed by the ACOR
          Shareholders at the ACOR Meeting, in form and substance satisfactory
          to each of ACOR and ITME, acting reasonably,

     (d)  the Final Order shall have been granted in form and substance
          satisfactory to ACOR and ITME, acting reasonably;

     (e)  all government and regulatory approvals, orders, rulings, exemptions
          and consents (including, without limitation those of any securities or
          regulatory authorities) which, in the judgment of the Parties, acting
          reasonably, are necessary to complete the Arrangement, shall have been
          obtained on terms and conditions satisfactory to ACOR and ITME, acting
          reasonably, and shall be in full force and effect, and any and all
          other applicable waiting periods under any competition, merger control
          or similar laws or regulations or imposed by any Authorized Authority
          having jurisdiction over ITME, ACOR, the Arrangement or any other
          transaction contemplated by the Arrangement with respect to any such
          matters, shall have expired or been terminated and no objection or
          opposition shall have been filed, initiated or made during any
          applicable statutory or regulatory period;

                                       16
<PAGE>



     (f)  no act, action, suit, proceeding, objection or opposition shall have
          been threatened or taken before or by any Authorized Authority or by
          any private Person in Canada or elsewhere, whether or not having the
          force of law, and no law, regulation or policy (including applicable
          tax laws and regulations in those jurisdictions in which ITME carries
          on business) shall have been proposed, enacted, promulgated, amended
          or applied, which in any case, in the judgment of the Parties, acting
          reasonably, has the effect or may have the effect to cease trade,
          enjoin, prohibit or impose material limitations, damages or conditions
          on the completion of the Arrangement; and

     (g)  all necessary actions have been taken in regard to the Arrangement for
          the Consideration Shares issued to ITME Shareholders to be issued in
          reliance on the 3(a)(10) Exemption and similar exemptions under all
          applicable state securities laws; the Final Order will serve as a
          basis of a claim to an exemption, pursuant to Section 3(a)(10) of the
          U.S. Securities Act from the registration requirements otherwise
          imposed by the U.S. Securities Act, regarding the distribution of
          securities of Chelsea pursuant to the Arrangement.

The foregoing conditions are for the mutual benefit of ITME and ACOR and may be
asserted by each of ITME and ACOR regardless of the circumstances and may be
waived by ITME and ACOR in their sole discretion, in whole or in part, at any
time and from time to time without prejudice to any other rights which ITME or
ACOR may have.

          Additional Conditions in Favour of ACOR

The obligation of ACOR to complete the transactions contemplated hereby is
subject to the satisfaction, on or before the Effective Time or such other time
specified, of the following conditions:

     (a)  ITME shall have furnished ACOR with:

          (i)  certified copies of the resolutions duly passed by the board of
               directors of ITME approving the Arrangement Agreement and the
               consummation of the transactions contemplated thereby and
               directing the submission of the Arrangement for approval at the
               ITME Meeting and unanimously recommending that the ITME
               Shareholders vote in favour of the Arrangement; and

          (ii) certified copies of the ITME Arrangement Resolution, duly passed
               at the ITME Meeting, approving the Arrangement in accordance with
               the Interim Order;

                                       17
<PAGE>



     (b)  except as affected by the transactions contemplated by the Arrangement
          Agreement, the representations and warranties of ITME contained in the
          Arrangement Agreement shall be true and correct in all material
          respects (without giving effect to any materiality qualifiers
          contained therein) as at the Effective Date with the same effect as
          though such representations and warranties had been made at and as of
          such time and ITME shall have complied in all material respects with
          its covenants in the Arrangement Agreement (without giving effect to
          any materiality qualifiers contained herein) and ACOR shall have
          received a certificate to that effect dated the Effective Date from
          two senior officers of ITME acceptable to ACOR, acting reasonably,
          acting solely on behalf of ITME and not in their personal capacity, to
          their information and belief having made reasonable inquiry and ACOR
          will have no knowledge to the contrary (provided that ITME shall be
          given written notice by ACOR of, and five Business Days to cure, any
          misrepresentation, breach or non-performance of any representation,
          warranty, covenant or obligation, provided that the five Business Day
          cure period shall not extend beyond the Outside Date);

     (c)  holders of outstanding ITME Shares representing not more than 10% of
          the outstanding ITME Shares (on a non-diluted basis) shall have
          exercised rights of dissent in respect of the Arrangement that have
          not been withdrawn as at the Effective Date;

     (d)  at the time of the closing of the Arrangement, each of the directors
          and officers of ITME (other than those agreed to by ACOR) shall have
          provided their resignations (in the case of directors, in a manner
          that allows for the orderly replacement of directors on the Effective
          Date) and each of such officers and directors shall have delivered
          duly executed Mutual Releases;

     (e)  there shall not have occurred any Material Adverse Change in respect
          of ITME after the date of the Arrangement Agreement or prior to the
          Effective Date; and

     (f)  ACOR shall have received releases or other confirmations, satisfactory
          to ACOR in its sole discretion, acting reasonably, from each Person
          who receives the payments set forth in the specified sections of the
          Arrangement Agreement.

The  foregoing  conditions  are  for  the  exclusive  benefit of ACOR and may be
asserted by ACOR regardless of the circumstances or may be waived by ACOR in its
sole  discretion, in whole or in part, at any time and from time to time without
prejudice to any other rights which ACOR may have.

                                       18
<PAGE>



          Additional Conditions in Favour of ITME

The obligation of ITME to consummate the transactions contemplated in the
Arrangement Agreement is subject to the satisfaction, on or before the Effective
Time or such other time specified, of the following conditions:

     (a)  ACOR shall have furnished ITME with:

          (i)  certified copies of the resolutions duly passed by the board of
               directors of ACOR approving the Arrangement Agreement and the
               consummation of the transactions contemplated hereby; and

          (ii) certified copies of the ACOR Arrangement Resolution, duly passed
               at the ACOR Meeting;

     (b)  ACOR shall have appointed, or ensured the appointment at the Effective
          Time, of: (i) William Petrie, Sr., Jesse Meidl, Stewart Gibson, Yves
          Merer and Toby Pierce as directors of ACOR; (ii) William Petrie, Sr.
          as Chairman of ACOR; and (iii) William Petrie, Jr. as Chief
          Exploration Officer of ACOR; shall have obtained the resignations from
          the current officers and directors of ACOR, except for Jesse Meidl and
          William Petrie, Sr., and each of such officers and directors shall
          have delivered duly executed resignations and Mutual Releases;

     (c)  except as affected by the transactions contemplated by the Arrangement
          Agreement, the representations and warranties of ACOR contained in the
          Arrangement Agreement shall be true and correct in all material
          respects (without giving effect to any materiality qualifiers
          contained therein) as at the Effective Date with the same effect as
          though such representations and warranties had been made at and as of
          such time and ACOR shall have complied in all material respects with
          its covenants in the Arrangement Agreement (without giving effect to
          any materiality qualifiers contained herein) and ITME shall have
          received a certificate to that effect dated the Effective Date from
          two senior officers or directors of ACOR acceptable to ITME, acting
          reasonably, acting solely on behalf of ACOR, and not in their personal
          capacity, to the best of their information and belief having made
          reasonable inquiry and ITME will have no knowledge (provided that,
          ACOR shall be given written notice by ITME of, and five Business Days
          to cure, any misrepresentation, breach or non-performance of any
          representation, warranty, covenant or obligation, provided that the
          five Business Day cure period shall not extend beyond the Outside
          Date);

     (d)  ACOR shall have delivered to ITME by wire transfer to ITME or to whom
          ITME directs as described in the Escrow Instructions (as defined in
          the Arrangement Agreement) such funds as may be required to satisfy
          ITME's reasonable legal, accounting and other closing costs in respect
          of the Arrangement;

     (e)  ACOR shall have delivered to Royal Energy Corp. ("ROYAL") or Royal's
          designee by wire transfer the amount of US$200,000 to satisfy the
          liability owing by ITME to Royal; and

     (f)  there shall not have occurred any Material Adverse Change in respect
          of ACOR after the date of the Arrangement Agreement or prior to the
          Effective Date.

                                       19
<PAGE>



The foregoing conditions are for the exclusive benefit of ITME and may be
asserted by ITME regardless of the circumstances or may be waived by ITME in its
sole discretion, in whole or in part, at any time and from time to time without
prejudice to any other rights which ITME may have.

TERMINATION OF THE ARRANGEMENT AGREEMENT

The Arrangement Agreement may be terminated by either ACOR or ITME:

     (a)  at any time after the Outside Date if the Effective Time has not
          occurred;

     (b)  if the ACOR Meeting is held and the ACOR Arrangement Resolution is not
          approved by the ACOR Shareholders by the requisite majority;

     (c)  if the ITME Meeting is held and the ITME Arrangement Resolution is not
          approved by the ITME Shareholders by the requisite majority; or

     (d)  if any law makes the completion of the Arrangement illegal or
          otherwise prohibitive and such law has become final and
          non-appealable.

Notwithstanding any other rights contained therein, ACOR may terminate the
Arrangement Agreement upon written notice to ITME if:

     (e)  ITME breaches any of its representations, warranties, covenants or
          agreements contained in the Arrangement Agreement, which breach would
          cause any of the mutual conditions precedent or conditions in favour
          of ACOR contained in the Arrangement Agreement not to be satisfied; or

     (f)  any of the mutual conditions precedent or conditions in favour of ACOR
          contained in the Arrangement Agreement shall not be complied with, or
          waived by ACOR, on or before the date required for the performance
          thereof.

Notwithstanding any other rights contained therein, ITME may terminate the
Arrangement Agreement upon written notice to ACOR if:

     (g)  ACOR breaches any of its representations, warranties, covenants or
          agreements contained in this Agreement, which breach would cause any
          of the mutual conditions precedent or conditions in favour of ITME
          contained in the Arrangement Agreement not to be satisfied; or

     (h)  any of the mutual conditions precedent or conditions in favour of ITME
          contained in the Arrangement Agreement shall not be complied with, or
          waived by ITME, on or before the date required for the performance
          thereof.

                                       20
<PAGE>



In the event of the termination of the Arrangement Agreement in the
circumstances set forth above, the Arrangement Agreement shall forthwith have no
further force or effect and there shall be no obligation on the part of ACOR or
ITME thereunder, except for each Party's obligations as set out under Section
8.3 (Confidential Information), Subsection 10.1(d) (Survival), Subsection
10.1(e) (Expenses), Section 11.2 (Survival of Certain Covenants), Section 11.5
(Confidentiality) and Section 11.8 (Privacy Matters) of the Arrangement
Agreement.

In the event the Arrangement Agreement is terminated for any reason, ACOR agrees
to promptly pay all expenses reasonably incurred by ITME in connection with the
Arrangement, including administrative, accounting and legal fees.

PROCEDURE FOR EXCHANGE OF SECURITIES

EXCHANGE OF CERTIFICATES PURSUANT TO THE ARRANGEMENT

A letter of transmittal containing instructions with respect to the surrender of
certificates representing ITME Shares (the "LETTER OF TRANSMITTAL") is enclosed
with this Circular for use by registered ITME Shareholders (other than ITME
Dissenting Shareholders) in exchanging their ITME Shares for Consideration
Shares.

If the Arrangement becomes effective, in order to receive a physical
certificate(s) representing Consideration Shares in exchange for the deposited
ITME Shares to which such holder is entitled under the Plan of Arrangement, an
ITME Shareholder must deliver the Letter of Transmittal, properly completed and
duly executed, together with original certificate(s) representing its ITME
Shares and all other required documents to the Depositary at the address set
forth in the Letter of Transmittal. It is each ITME Shareholder's responsibility
to ensure that the Letter of Transmittal is received by the Depositary. If the
Arrangement is not completed, the Letter of Transmittal will be of no effect and
the Depositary will return all certificates representing the deposited ITME
Shares to the holders thereof as soon as practicable at the address specified in
the Letter of Transmittal. ITME Shareholders who are Beneficial Shareholders
must contact their intermediary or applicable registered ITME Shareholder to
deposit their ITME Shares.

Pursuant to the terms of the Plan of Arrangement and subject to any Applicable
Laws relating to unclaimed personal property, any certificates formerly
representing ITME Shares that are not deposited with the Depositary together
with a properly completed and duly executed Letter of Transmittal and any other
documents the Depositary reasonably requires on or before the last business day
prior to the third year anniversary of the Effective Date shall cease to
represent a right or claim of any kind or nature and the right of the former
holder of such ITME Shares to receive Consideration Shares shall be deemed to be
surrendered to ACOR together with all interest, dividends or distributions
thereon held for such former holder.

                                       21
<PAGE>



ITME Shareholders are encouraged to deliver a properly completed and duly
executed Letter of Transmittal together with the relevant certificate(s)
representing the ITME Shares and any other required documents to the Depositary
as soon as possible and, in any case, before the Effective Date.

THE USE OF MAIL TO TRANSMIT CERTIFICATES REPRESENTING THE ITME SHARES AND THE
LETTER OF TRANSMITTAL IS AT EACH HOLDER'S RISK. ITME RECOMMENDS THAT SUCH
CERTIFICATES AND DOCUMENTS BE DELIVERED BY HAND TO THE DEPOSITARY AND A RECEIPT
THEREFORE BE OBTAINED OR THAT REGISTERED MAIL BE USED AND APPROPRIATE INSURANCE
BE OBTAINED.

The Depositary will receive reasonable and customary compensation from ACOR for
its services in connection with the Arrangement, will be reimbursed for certain
out-of-pocket expenses and will be indemnified against certain liabilities,
including liability under securities laws and expenses in connection therewith.

LOST SECURITIES

If a certificate representing ITME Shares has been lost, apparently destroyed or
wrongfully taken, the holder of such ITME Shares shall be entitled to obtain a
replacement certificate representing such ITME Shares upon contacting the
registrar and transfer agent of the ITME Shares and satisfying such reasonable
requirements as may be imposed by ITME and its transfer agent in relation to the
issuance of replacement certificates.

DISSENT RIGHTS

Shareholders who wish to dissent should take note that strict compliance with
the dissent procedures is required.

ITME Shareholders

Every registered ITME Shareholder (other than ITME Shareholders who have entered
Support Agreements) is entitled to be paid the fair value of such holder's ITME
Shares provided that the holder duly dissents to the Arrangement and the
Arrangement becomes effective. ITME Shareholders who are Beneficial Shareholders
and who wish to exercise Dissent Rights must arrange for the registered ITME
Shareholder holding their ITME Shares to deliver the Notice of Dissent. The
Dissent Rights are those rights pertaining to the right to dissent from the ITME
Arrangement Resolution that are contained in Sections 237 to 247 of the BCBCA,
as modified by the Interim Order as provided for in the Plan of Arrangement. An
ITME Shareholder is not entitled to exercise Dissent Rights if the holder votes
any ITME Shares in favour of the ITME Arrangement Resolution.

                                       22
<PAGE>



A Registered ITME Shareholder who intends to exercise Dissent Rights must
deliver a Notice of Dissent to:

         International TME Resources Inc.
         c/o Blake, Cassels and Graydon LLP
         595 Burrard St., Suite 2600, Three Bentall Centre,
         Vancouver, BC V7X 1L3

         Attention: Laura Cundari

to be received on or before 4:00 p.m. (Vancouver time) at least two (2) clear
Business Days before the ITME Meeting or any adjournment or postponement
thereof. The Notice of Dissent must set out the number of ITME Shares held by
the Dissenter.

ACOR SHAREHOLDERS

Registered ACOR Shareholders (other than ACOR Shareholders who have entered into
Support Agreements) have the right to dissent with respect to the Continuance
Resolution and, if such resolutions becomes effective, to be paid the fair value
of their ACOR shares in accordance with Sections 237 to 247 of the BCBCA.

A registered ACOR Shareholder wishing to exercise rights of dissent with respect
to the Continuance Resolution must deliver a Notice of Dissent to:

         ACOR c/o Torys LLP
         4600 Eighth Avenue Place East
         525 - 8th Avenue S.W.
         Calgary, Alberta T2P 1G1

         Attention: Janan Paskaran

to be received no later than 4 p.m. (Calgary time) at least two clear Business
Days prior to the ACOR Meeting or any adjournment or postponement thereof. The
Notice of Dissent must set out the number of ACOR Shares held by the Dissenter.
ACOR Shareholders who are Beneficial Shareholders and wish to exercise Dissent
Rights must arrange for the registered ACOR Shareholder holding the ACOR Shares
to deliver the Notice of Dissent.

                                       23
<PAGE>



All Shareholders

A brief summary of the dissent procedures is set out below. This summary does
not purport to provide a comprehensive statement of the procedures to be
followed by a dissenting registered Shareholder who seeks payment of the fair
value of the Shares held and is qualified in its entirety by reference to
Sections 237 to 247 of the BCBCA, in the case of ITME Shareholders as modified
by the Interim Order as provided for in the Plan of Arrangement. Sections 237 to
247 of the BCBCA are reproduced in their entirety as Appendix "G" to this
Circular. The dissent procedures must be strictly adhered to and any failure by
a registered Shareholder to do so may result in the loss of that holder's
Dissent Rights. Accordingly, each registered Shareholder who wishes to exercise
Dissent Rights should carefully consider and comply with the dissent procedures
and consult such holder's legal advisers.

The delivery of a Notice of Dissent does not deprive a registered Shareholder of
the right to vote at the ITME Meeting on the ITME Arrangement Resolution or at
the ACOR Meeting on the ACOR Continuance Resolution. A vote against the ITME
Arrangement Resolution or the ACOR Continuance Resolution as applicable, whether
in person or by proxy, does not constitute a Notice of Dissent. A Shareholder is
not entitled to exercise the Dissent Right with respect to any Shares, as
applicable, if the Shareholder votes in favour of the ITME Arrangement
Resolution or the ACOR Continuance Resolution, as applicable. A Shareholder,
however, may vote as a proxyholder for another Shareholder whose proxy required
an affirmative vote, without affecting the right of the registered Shareholder
to exercise Dissent Rights.

If the subject resolutions are passed at the Meetings, the applicable party must
send by registered mail to every Dissenter, prior to the date set for the
hearing of the Final Order, a notice of intention stating that, subject to
receipt of the Final Order and satisfaction of the other conditions set out in
the Arrangement Agreement, the parties intend to complete the Arrangement, and
advising the Dissenter that if the Dissenter intends to proceed with its
exercise of its Dissent Rights, it must deliver to ITME or ACOR, as applicable,
within one month of the mailing of the notice of intention, a written statement
containing the information specified in the Interim Order together with any
certificate representing the holder's Shares (the "NOTICE OF INTENTION"). If a
Dissent Right is being exercised by someone other than the Beneficial
Shareholder, as the case may be, this written statement must be signed by such
Beneficial Shareholder.

A Dissenter delivering such written statement may not withdraw its dissent and,
at the Effective Time, the Dissenter's Shares will be purchased by ACOR. ACOR
will pay to each Dissenter the fair value agreed between ITME and the Dissenter
or ACOR and the Dissenter, as applicable, for the Dissenting Shares. ACOR or a
Dissenter may apply to the Court if no agreement on the terms of the fair value
of the Dissenting Shares is reached, and the Court may:

                                       24
<PAGE>



     (a)  determine the fair value that the Dissenting Shares had immediately
          before the passing of the ITME Arrangement Resolution or ACOR
          Continuance Resolution, or order that such value be established by
          arbitration or by reference to the registrar, as a referee of the
          Court;

     (b)  join in the application each Dissenter who has not agreed with ACOR on
          the amount of the payout value of the Dissenting Shares; and

     (c)  make consequential orders and give such directions as it considers
          appropriate.

If a Dissenter fails to strictly comply with the requirements of the Dissent
Rights, it will lose its Dissent Rights, ACOR will return to the Dissenter the
certificates representing the Dissenting Shares, if any, that were delivered to
ACOR, and if the Arrangement is completed, the Dissenter if such Dissenter holds
ITME Shares will be deemed to have participated in the Arrangement on the same
terms as the ITME Shareholders.

If a Dissenter strictly complies with the foregoing requirements of the Dissent
Rights, but the Arrangement is not completed prior to the Termination Date, ACOR
will return to the Dissenter the certificates, if any, delivered to ACOR.

SHAREHOLDERS SHOULD CONSULT THEIR LEGAL ADVISORS WITH RESPECT TO THE LEGAL
RIGHTS AVAILABLE TO THEM IN RELATION TO THE ARRANGEMENT AND THE DISSENT RIGHTS.
SHAREHOLDERS SHOULD ALSO NOTE THAT THE EXERCISE OF DISSENT RIGHTS CAN BE
COMPLEX, TIME-CONSUMING AND EXPENSIVE. DISSENT RIGHTS ARE NOT AVAILABLE TO ITME
OPTIONHOLDERS, THE ITME SHAREHOLDERS WHO HAVE EXECUTED SUPPORT AGREEMENTS OR THE
ACOR SHAREHOLDERS WHO HAVE EXECUTED SUPPORT AGREEMENTS.

The Arrangement Agreement provides that it is a condition precedent to the
Arrangement in favour of ACOR that holders of not greater than 10% of the issued
and outstanding ITME Shares shall have exercised Dissent Rights that have not
been withdrawn as at the Effective Date. See "The Arrangement -- Arrangement
Agreement -- Conditions to the Arrangement".

INTEREST OF CERTAIN PERSONS OR COMPANIES IN THE ARRANGEMENT

SHARE OWNERSHIP

As of August 13, 2013, the directors and executive officers of ITME and their
associates and affiliates, as a group, (each of whom has signed a Support
Agreement to vote in favour of the ITME Arrangement Resolution) beneficially
owned, directly or indirectly, or exercised control or direction over, an
aggregate of approximately 8,637,898 ITME Shares, representing approximately 34%
of the outstanding ITME Shares.

As of August 13, 2013, the directors and executive officers of ACOR and their
associates and affiliates, as a group, beneficially owned, directly or
indirectly, or exercised control or direction over, an aggregate of
approximately 10,401,552 ACOR Shares, representing approximately 20.7% of the
ACOR Shares. ACOR has received Support Agreements from ACOR Shareholders
representing approximately 64% of the ACOR Shares.

                                       25
<PAGE>



OTHER INTERESTS

None of the principal holders of ACOR Shares or ITME Shares or any director or
officer of ACOR or ITME, or any associate or affiliate of any of the foregoing
persons, has or had any material interest in any transaction in the last three
years or any proposed transaction that materially affected, or will materially
affect, ACOR, ITME, or any of their affiliates, except as disclosed above or
elsewhere in this Circular.

CANADIAN SECURITIES LAW MATTERS

ACOR is not a reporting issuer (or the equivalent) in any province of Canada and
the ACOR Shares are not currently trading on any Canadian exchange. The issue of
Consideration Shares pursuant to the Arrangement will constitute distributions
of securities which are exempt from the registration and prospectus requirements
of the Canadian Securities Acts. Upon completion of the Arrangement the
Consideration Shares may be freely resold in each province of Canada, provided
that: (i) Chelsea is a reporting issuer in a jurisdiction of Canada for the four
months immediately preceding the trade; (ii) the trade is not a "control
distribution" as defined National Instrument 45-102, Resale of Securities; (iii)
no unusual effort is made to prepare the market or create a demand for those
securities; (iv) no extraordinary commission or consideration is paid in respect
of that trade; and (v) if the selling security holder is an insider or officer
of Chelsea (as such terms are defined in the Canadian Securities Acts), the
insider or officer has no reasonable grounds to believe that Chelsea is in
default under the Canadian Securities Acts.

Each ITME Shareholder is urged to consult the holder's professional advisors
with respect to restrictions applicable to trades in Consideration Shares under
Canadian Securities Laws.

U.S. SECURITIES LAW MATTERS

The securities to be issued under the Arrangement have not been and will not be
registered under the U.S. Securities Act, and such securities will be issued in
reliance upon the exemption from the registration requirements of the U.S.
Securities Act as set forth in Section 3(a)(10) thereof and only to the extent
that corresponding exemptions from the registration or qualification
requirements of state ''blue sky'' securities laws are available. Section
3(a)(10) of the U.S. Securities Act exempts the issuance of certain securities
exchanged for one or more outstanding securities from the registration
requirements of the U.S. Securities Act where, among other things, the fairness
of the terms and conditions of the exchange of such securities have been
approved by certain courts after a hearing upon the fairness of the terms and
conditions of the exchange of such securities at which all persons to whom the
securities will be issued have the right to appear and receive timely notice
thereof.

                                       26
<PAGE>



The Court is authorized pursuant to applicable Canadian law to conduct a hearing
at which the fairness of the terms and conditions of the Arrangement will be
considered. The Court will be advised that, if the terms and conditions of the
Arrangement are approved by the Court pursuant to the Final Order, the
securities to be issued pursuant to the Arrangement will not require
registration under the U.S. Securities Act pursuant to Section 3(a)(10) thereof.
Therefore, if the Court approves the Plan of Arrangement, its approval will
constitute the basis for the securities to be issued without registration under
the U.S. Securities Act. The Arrangement will only be effective if approved by
the Court. The Court granted the Interim Order on August 13, 2013 and, subject
to the approval of the Arrangement by ACOR Shareholders and ITME Shareholders, a
final hearing on the Arrangement is expected to be held on September 17, 2013 by
the Court.

The securities to be issued under the Arrangement will not be "restricted
securities" (as such term is defined in Rule 144 under the U.S. Securities Act),
and will have no U.S. restrictive legend of any kind on the share certificates.
The securities to be issued under the Arrangement will be freely transferable in
the United States, unless those securities are issued to persons who are
"affiliates" (as such term is defined in Rule 144 under the U.S. Securities Act)
of Chelsea after the Effective Time. Persons who may be deemed to be
"affiliates" of Chelsea include individuals or entities that, directly or
indirectly, through one or more intermediaries, control, are controlled by, or
are under common control with, Chelsea, and generally include executive officers
and directors of Chelsea as well as principal shareholders of Chelsea.

Any resale of such securities by such an "affiliate" will be subject to the
registration requirements of the U.S. Securities Act and must accordingly be
made pursuant to an effective registration statement or in a transaction exempt
from registration. Subject to certain limitations, such "affiliates" may
immediately resell such securities outside the United States without
registration under the U.S. Securities Act pursuant to Regulation S under the
U.S. Securities Act. With respect to transactions inside the United States, Rule
144 under the U.S. Securities Act generally provides that such "affiliates" may
not sell the securities received pursuant to the Arrangement on an unregistered
basis, except in accordance with certain volume, current public information and
manner of sale limitations as set out in Rule 144 under the U.S. Securities Act.
These limitations generally require that any sales made by an "affiliate" in any
three-month period not exceed the greater of 1% of the outstanding securities
or, if such securities are listed on a U.S. securities exchange (such as the New
York Stock Exchange or NASDAQ), the average weekly trading volume over the four
calendar weeks preceding the placement of the sell order, and that sales be made
in unsolicited, open market "brokers' transactions" (as such term is defined in
Rule 144 under the U.S. Securities Act) at times when certain information
specified by Rule 144 under the U.S. Securities Act is publicly available with
respect to the issuer of such securities. None of the former affiliates of ITME
will be affiliates of Chelsea immediately after the Effective Time.

The foregoing discussion is only a general overview of certain requirements of
U.S. securities laws applicable to the securities received upon completion of
the Arrangement. All holders of such securities are urged to consult with
counsel to ensure that the resale of their securities complies with applicable
securities legislation.


                                       27
<PAGE>


               CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Blake, Cassels and Graydon LLP, counsel to ITME, and Torys
LLP, counsel to ACOR, the following summary describes the principal Canadian
federal income tax considerations under the Tax Act of the Arrangement generally
applicable to a beneficial owner of ITME Shares who, at all relevant times, for
purposes of the Tax Act: (i) deals at arm's length with ITME and ACOR; (ii) is
not affiliated with ITME or ACOR; and (iii) holds its ITME Shares, and will hold
the Consideration Shares received upon the Arrangement, as capital property (a
"HOLDER").

ITME Shares will generally be considered to be capital property to a Holder
unless such ITME Shares are held by the Holder in the course of carrying on a
business or were acquired in one or more transactions considered to be an
adventure or concern in the nature of trade.

This summary is not applicable to: (i) a ITME Shareholder that is a "specified
financial institution" for the purposes of the Tax Act; (ii) a ITME Shareholder
that is a "financial institution" for the purposes of the mark-to-market rules
in the Tax Act; (iii) a ITME Shareholder, an interest in which is a "tax shelter
investment" for the purposes of the Tax Act; (iv) a ITME Shareholder whose
"functional currency" for the purposes of the Tax Act is the currency of a
country other than Canada; (v) an ITME Shareholder that is a foreign affiliate,
as defined in the Tax Act, of a taxpayer resident in Canada; or (vi) a ITME
Shareholder that has sold or purchased ITME Shares subject to a "derivative
forward agreement" as that term is defined in proposed amendments to the Tax Act
contained in a Notice of Ways and Means Motion that accompanied the federal
budget tabled by the Minister of Finance (Canada) on March 21, 2013. In
addition, this summary does not address the tax considerations to ITME
Shareholders who acquired their shares on exercise of an employee stock option.
Such ITME Shareholders should consult their own tax advisors.

Further, this summary is not applicable to a person that (i) is a corporation
resident in Canada and (ii) is, or becomes as part of a transaction or event or
series of transactions that includes the acquisition of ACOR Shares, controlled
by a non-resident corporation for the purposes of the foreign affiliate dumping
rules in section 212.3 of the Act. Such ITME Shareholders should consult their
own tax advisors.

This summary is based on the current provisions of the Tax Act, and on counsels'
understanding of the current administrative policies and assessing practices of
the CRA published in writing prior to the date hereof. This summary takes into
account all specific proposals to amend the Tax Act publicly announced by or on
behalf of the Minister of Finance (Canada) prior to the date hereof (the
"PROPOSED AMENDMENTS") and assumes that all Proposed Amendments will be enacted
in the form proposed. However, no assurances can be given that the Proposed
Amendments will be enacted as proposed, or at all. This summary does not
otherwise take into account or anticipate any changes in law or administrative
policy or assessing practice whether by legislative, regulatory, administrative
or judicial action nor does it take into account tax legislation or
considerations of any province, territory or foreign jurisdiction, which may
differ from those discussed herein.

                                       28
<PAGE>



This summary is of a general nature only and is not, and is not intended to be,
legal or tax advice to any particular ITME Shareholder. This summary is not
exhaustive of all Canadian federal Income tax considerations, Accordingly, ITME
Shareholders should consult their own tax advisors having regard to their own
particular circumstances.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS FOR HOLDERS RESIDENT IN
CANADA

This portion of the summary is generally applicable to a Holder who, at all
relevant times, for purposes of the application of the Tax Act: (i) is, or is
deemed to be, resident in Canada; and (ii) is not exempt from tax under Part I
of the Tax Act (a "RESIDENT HOLDER").

EXCHANGE OF ITME SHARES

Pursuant to the Arrangement a Resident Holder, other than an ITME Dissenting
Shareholder, will exchange the holder's ITME Shares for Consideration Shares.
Such Resident Holder will be deemed to have disposed of such ITME Shares under a
tax-deferred share-for-share exchange under Section 85.1 of the Tax Act, unless
such holder chooses to recognize a capital gain (or capital loss) as described
in the immediately following paragraph. More specifically, the holder will be
deemed to have disposed of the ITME Shares for proceeds of disposition equal to
the adjusted cost base of the ITME Shares to such holder, determined immediately
before the Effective Time, and the holder will be deemed to have acquired the
Consideration Shares at an aggregate cost equal to such adjusted cost base of
the ITME Shares. This cost will be averaged with the adjusted cost base of all
other Consideration Shares held by the holder as capital property for the
purpose of determining the adjusted cost base of each Consideration Share held
by the holder.

A Resident Holder who exchanges ITME Shares for Consideration Shares pursuant to
the Arrangement and who chooses to recognize all of the capital gain (or capital
loss) in respect of the exchange may do so by including the applicable portion
of such capital gain (or capital loss) in computing its income for the taxation
year in which the exchange takes place. In such circumstances, the holder will
realize a capital gain (or a capital loss) equal to the amount, if any, by which
the fair market value of the Consideration Shares received exceeds (or is less
than) the aggregate of the adjusted cost base of the ITME Shares to the holder,
determined immediately before the Effective Time, and any reasonable costs of
disposition. The amount of any capital loss realized by a ITME Shareholder that
is a corporation, trust or partnership may be denied in certain cases where such
ITME Shareholder acquired the ITME Shares in a transaction subject to the
stop-loss rules described in the Tax Act. For a description of the tax treatment
of capital gains and capital losses, see "Taxation of Capital Gains and Capital
Losses" below. The cost of the Consideration Shares acquired on the exchange
will be equal to the fair market value thereof. This cost will be averaged with
the adjusted cost base of all other Consideration Shares held by the holder as
capital property for the purpose of determining the adjusted cost base of such
Consideration Shares.

                                       29
<PAGE>



AMALGAMATION OF ITME AND ACOR

The amalgamation between ITME and ACOR will not result in any Canadian tax
consequences to a Resident Holder. A Resident Holder will be considered to have
disposed of their Consideration Shares for proceeds of disposition equal to the
adjusted cost base of the Consideration Shares and acquired Chelsea Shares with
an adjusted cost base of the same amount.

DISSENTING RESIDENT HOLDERS

Based on the current administrative position of the CRA, a Resident Holder who
exercises Dissent Rights in respect of the Arrangement (in each case, a
"DISSENTING RESIDENT HOLDER") who is paid the fair value of such Dissenting
Resident Holder's ITME Shares by Chelsea will realize a capital gain (or a
capital loss) equal to the amount, if any, by which the cash received in respect
of the fair value of such Dissenting Resident Holder's ITME Shares (other than
in respect of interest awarded by the court) exceeds (or is less than) the
aggregate of the adjusted cost base of such ITME Shares to the Dissenting
Resident Holder and any reasonable costs of disposition. For a description of
the tax treatment of capital gains and capital losses, see "Taxation of Capital
Gains and Capital Losses" below. Dissenting Resident Holders should consult
their own tax advisors with respect to the Canadian federal income tax
consequences of exercising their Dissent Rights, including whether the CRA
administrative position would be applicable in this case.

A Dissenting Resident Holder will be required to include in computing its income
any interest awarded by a court in connection with the Arrangement. In addition,
a Dissenting Resident Holder that, throughout the relevant taxation year, is a
"Canadian controlled private corporation" (as defined in the Tax Act) may be
liable to pay a refundable tax of 6 2/3% on its "aggregate investment income"
(as defined in the Tax Act), including interest income. Dissenting Resident
Holders should consult their own tax advisors with respect to the Canadian
federal income tax consequences of exercising their Dissent Rights.

DISPOSING OF CHELSEA SHARES

Generally on a disposition or deemed disposition of a Chelsea Share (other than
in a tax deferred transaction), a Resident Holder will realize a capital gain
(or a capital loss) equal to the amount, if any, by which the proceeds of
disposition exceed (or are less than) the aggregate of the adjusted cost base to
the Resident Holder of the Chelsea Share immediately before the disposition or
deemed disposition and any reasonable costs of disposition. For a description of
the tax treatment of capital gains and capital losses, see "Taxation of Capital
Gains and Capital Losses" below.

                                       30
<PAGE>



TAXATION OF CAPITAL GAINS AND CAPITAL LOSSES

Generally, one-half of any capital gain (a "TAXABLE CAPITAL GAIN") realized by a
Resident Holder in a taxation year must be included in the Resident Holder's
income for the year, and one-half of any capital loss (an "ALLOWABLE CAPITAL
LOSS") realized by a Resident Holder in a taxation year must be deducted from
taxable capital gains realized by the Resident Holder in that year (subject to
and in accordance with rules contained in the Tax Act). Allowable capital losses
for a taxation year in excess of taxable capital gains for that year generally
may be carried back and deducted in any of the three preceding taxation years or
carried forward and deducted in any subsequent taxation year against net taxable
capital gains realized in such years, to the extent and under the circumstances
described in the Tax Act.

A Resident Holder that. throughout the relevant taxation year, is a
"Canadian-controlled private corporation (as defined in the Tax Act) may be
liable to pay a refundable tax of 6 2/3% on its "aggregate investment income"
(as defined in the Tax Act), including any taxable capital gains.

The amount of any capital loss realized by a Resident Holder that is a
corporation on the disposition of a share may be reduced by the amount of
certain dividends previously received (or deemed to be received) by the Resident
Holder on such share (or another share where the share has been acquired in
exchange for such other share) to the extent and under circumstances prescribed
by the Tax Act. Similar rules may apply where a corporation is a member of a
partnership or a beneficiary of a trust that owns a share or where a trust or
partnership of which a corporation is a beneficiary or a member is a member of a
partnership or a beneficiary of a trust that owns any such share. Resident
Holders to whom these rules may be relevant should consult their own tax
advisors.

Capital gains realized by an individual (including certain trusts) may give rise
to a liability for alternative minimum tax as calculated under the detailed
rules set out in the Tax Act.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS FOR HOLDERS NOT RESIDENT IN
CANADA

This portion of the summary is generally applicable to a Holder who, at all
relevant times, for the purposes of the application of the Tax Act, is not, and
is not deemed to be, resident in Canada and does not use or hold, and is not
deemed to use or hold, the ITME Shares in a business carried on in Canada (a
"NON-RESIDENT HOLDER"). Special rules, which are not discussed in this summary,
may apply to certain holders that are insurers carrying on an insurance business
in Canada and elsewhere or an "authorized foreign bank" (as defined in the Tax
Act).

EXCHANGE OF ITME SHARES

ITME Shares held by Non-Resident Holders, other than ITME Dissenting
Shareholders, will be exchanged for Consideration Shares as part of the
Arrangement.

                                       31
<PAGE>



ITME has advised that ITME Shares should, unless deemed by the Tax Act in a
particular holder's circumstances, not be considered "taxable Canadian property"
for purposes of the Tax Act and, therefore, a Non-Resident Holder who receives
Consideration Shares in exchange for ITME Shares will not realize a capital gain
or capital loss as a result of the exchange. The Non-Resident Holder will be
considered to have disposed of the ITME Shares for proceeds of disposition equal
to the aggregate adjusted cost base of the ITME Shares to the Non-Resident
Holder immediately before the Effective Time and to have acquired such
Consideration Shares at an aggregate cost equal to such proceeds of disposition.
This cost will be averaged with the adjusted cost base on all other
Consideration Shares held by the Non-Resident Holder for the purposes of
determining the adjusted cost base of each Consideration Share held by the
Non-Resident Holder.

Non-Resident Holders who dispose of ITME Shares that are deemed to be "taxable
Canadian property" (as defined in the Tax Act) should consult their own tax
advisors concerning the potential requirement to file a Canadian income tax
return depending on their particular circumstances.

AMALGAMATION OF ITME AND ACOR

The amalgamation between ITME and ACOR will not result in any Canadian tax
consequences to a Non-Resident Holder. A Non-Resident Holder will be considered
to have disposed of their Consideration Shares for proceeds of disposition equal
to the adjusted cost base of the Consideration Shares and acquired Chelsea
Shares with an adjusted cost base of the same amount.

DISSENTING NON-RESIDENT HOLDERS

Based on the current administrative position of the CRA, a Non-Resident Holder
who exercises Dissent Rights in respect of the Arrangement (in each case, a
"DISSENTING NON-RESIDENT HOLDER") and who is paid the fair value of such
Dissenting Non-Resident Holder's ITME Shares by Chelsea will realize a capital
gain (or a capital loss) equal to the amount, if any, by which the cash received
in respect of the fair value of such Dissenting Non-Resident Holder's ITME
Shares (other than in respect of interest awarded by the court) exceeds (or is
less than) the aggregate of the adjusted cost base of such ITME Shares to the
Dissenting Non-Resident Holder as determined under the Tax Act and any
reasonable costs of disposition (for a description of the tax treatment of
capital gains and capital losses, see "Taxation of Capital Gains and Capital
Losses" above). Dissenting Non-Resident Holders should consult their own tax
advisors with respect to the Canadian federal income tax consequences of
exercising their Dissent Rights, including whether the CRA administrative
position would be applicable in this case.

A Dissenting Non-Resident Holder will generally not be subject to tax under the
Tax Act in respect of any capital gain realized on a disposition of ITME Shares
pursuant to the exercise of their Dissent Rights unless such ITME Shares are
considered to be "taxable Canadian property" to such Dissenting Non-Resident
Holder that is not exempt from tax under the Tax Act pursuant to the terms of an
applicable income tax treaty. Dissenting Non-Resident Holders whose ITME Shares
may constitute "taxable Canadian property" should consult their own tax
advisors.

Where a Dissenting Non-Resident Holder receives interest in connection with the
exercise of Dissent Rights in respect of the Arrangement, the interest will not
be subject to Canadian withholding tax under the Tax Act.

                                       32
<PAGE>



DISPOSING OF CHELSEA SHARES

A Non-Resident Holder will not be subject to tax under the Tax Act on any
capital gain realized on a disposition or deemed disposition of a Chelsea Share,
unless (i) the Chelsea Share is "taxable Canadian property" to the Non-Resident
Holder for purposes of the Tax Act; and (ii) the Non-Resident Holder is not
entitled to relief under an applicable income tax convention between Canada and
the country in which the Non-Resident Holder is resident. The Chelsea Shares
will generally not constitute 'taxable Canadian property" to a Dissenting
Non-Resident Holder at the time of the Arrangement, unless at any time during
the 60-month period immediately preceding the disposition of the Chelsea Shares
more than 50% of the fair market value of the Chelsea Share was derived directly
or indirectly, from one or a combination of real or immovable property situated
in Canada, Canadian resource property, timber resource property, or any option
in respect of, or interest in, or for civil law, rights in, property in any of
the foregoing whether or not the property exists. In addition, where a
Non-Resident Holder acquires Chelsea Shares in exchange for ITME Shares that are
"taxable Canadian property", the Chelsea Shares will be deemed to be "taxable
Canadian property" for the 60 month period that commences on the Effective Date.
Non-Resident Holders who dispose of Chelsea Shares that are "taxable Canadian
property" should consult their own tax advisors with respect to the Canadian
income tax consequences of the disposition and the potential requirement to file
a Canadian income tax return in respect of the disposition depending on their
particular circumstances.


                                       33
<PAGE>


                     INFORMATION ABOUT THE COMBINED COMPANY

HEAD OFFICE

Upon completion of the Arrangement, the head office of Chelsea will be located
in Calgary, Alberta

DESCRIPTION OF THE PROPOSED OPERATIONS

Upon completion of the Arrangement, the proposed operations of Chelsea will be
to focus on the continued development of the combined business of ITME and ACOR,
specifically the exploration of oil and gas opportunities in Australia. For
further information, see "Information Concerning ITME - Description of the
Business" and "Information Concerning ACOR - Description of the Business".

DIRECTORS OF CHELSEA UPON COMPLETION OF THE ARRANGEMENT

Upon the completion of the Arrangement, the directors of Chelsea shall be
William Petrie, Sr., Jesse Meidl, Yves Merer, Stewart Gibson and Toby Pierce.

Each director will hold office until the close of the next annual general
meeting of Chelsea or until his successor is elected or appointed, unless his
office is earlier vacated in accordance with the Articles of Chelsea or with the
provisions of the Business Corporations Act (Alberta).

Further information regarding the prospective directors of Chelsea is presented
in the table below:

<TABLE>
<S>     <C>     <C>     <C>     <C>     <C>

                          OFFICE(S) HELD
NAME AND RESIDENCE        WITH ACOR       DIRECTOR SINCE    PRINCIPAL OCCUPATION
--------------------------------------------------------------------------------------------------------------

Stewart Gibson
Aboyne, Scotland          Director        n/a               Mr. Stewart Gibson is an Executive Advisor to  the
                                                            Chief Executive Officer of Sterling Resources Ltd.
                                                            Prior thereto, he was Chief Executive of Sterling
                                                            Resources Ltd. and Managing Director of Sterling
                                                            Resources (U.K.) Ltd. from January 2006 to May
                                                            2010. Mr. Gibson was President and Chief Operating
                                                            Officer of Sterling Resources Ltd. from June 2000
                                                            to December 2005. He holds a Bachelor of Science
                                                            degree in Petroleum Engineering.

Toby Pierce               Director        n/a               Mr. Pierce served  as Partner and Senior Analyst
London, England                                             with GMP Securities in London. Prior to GMP, Mr.
                                                            Pierce served as Director Institutional Research
                                                            at Tristone Capital. Mr. Pierce has provided
                                                            geological consulting services to numerous
                                                            companies engaged in the mining and exploration
                                                            industry across North and Latin America, holds an
                                                            MBA from the Rotman School of Business as well as
                                                            a BSc, in Earth Sciences from the University of
                                                            Victoria.

Yves Merer                Director        n/a               Mr. Merer is currently the Chief Executive Officer
London, England                                             of Caithness Petroleum Limited, a private company
                                                            with a head office in the United Kingdom. Prior to
                                                            Caithness, Mr. Merer held several positions with
                                                            Shell over his more than 30 year career, including
                                                            as the Former Chair of Shell Iran, the former
                                                            Managing Director Exploration and Production of
                                                            Shell China and the former Managing Director of
                                                            Shell Syria.

                                                      34
<PAGE>

                          OFFICE(S) HELD
NAME AND RESIDENCE        WITH ACOR       DIRECTOR SINCE    PRINCIPAL OCCUPATION
--------------------------------------------------------------------------------------------------------------


Jesse  Meidl              Director        February, 2012    Mr. Jesse Meidl has over 15 years of
London, England                                             experience in the oil and gas sector. Since 2010
                                                            he has been the Chief Financial Officer of
                                                            Caithness Petroleum Limited, a private
                                                            international energy company headquartered in
                                                            London, England. Prior thereto, he was an
                                                            investment banker in the International Oil & Gas
                                                            group of Thomas Weisel Partners in London (now
                                                            Stifel Nicolas). Mr. Meidl was previously the
                                                            Chief Financial Officer for Arsenal Energy Inc.,
                                                            an international exploration company listed on the
                                                            Toronto Stock Exchange, which held production
                                                            assets in Canada and the USA and exploration
                                                            assets in Egypt, Colombia and Uzbekistan. He
                                                            qualified as a Chartered Accountant with KPMG in
                                                            Calgary, where he specialized in oil and gas
                                                            exploration and production and services. He also
                                                            holds the ICAEW Corporate Finance qualification
                                                            and a B.Comm. degree from the University of
                                                            Saskatchewan (Canada).

William Petrie, Sr.       Director        February, 2012    Mr. William Petrie, Sr., has in excess of 35 years of
Alberta, Canada                                             experience as a petroleum geologist, primarily in
                                                            Western Canada. For the past five years he has
                                                            been employed by Birch Lake Energy, Inc. He began
                                                            his career with Mobil Oil, leaving after several
                                                            years to join the independent sector. He has been
                                                            involved as President and Director for a number of
                                                            public and private oil and gas companies. In these
                                                            positions he was responsible for generating,
                                                            evaluating and successfully exploiting oil and gas
                                                            exploration, development and acquisition
                                                            opportunities throughout North America.
</TABLE>


CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES

No proposed director of ACOR has within the 10 years prior to the date hereof:
(a) been a director or executive officer of any corporation that, while such
person was acting in that capacity, (i) was the subject of a cease trade or
similar order or an order that denied the relevant company access to any
exemption under securities legislation for a period of more than 30 consecutive
days, (ii) was subject to an event that resulted, after the proposed director
ceased to be a director or executive officer, in the corporation being the
subject of a cease trade or similar order or an order that denied the relevant
company access to any exemption under securities legislation for a period of
more than 30 consecutive days, or (iii) within a year of that person ceasing to
act in that capacity, became bankrupt, made a proposal under any legislation
relating to bankruptcy or insolvency or was subject to or instituted any
proceedings, arrangement or compromise with creditors or had a receiver,
receiver manager or trustee appointed to hold its assets; or (b) has become
bankrupt, made a proposal under any legislation relating to bankruptcy or
insolvency or become subject to or instituted any proceedings, arrangement or
compromise with creditors or had a receiver, receiver manager or trustee
appointed to hold the assets of the proposed director.

PRINCIPAL HOLDERS OF CHELSEA SHARES

After giving effect to the Arrangement, to the knowledge of the directors and
officers of ACOR and ITME, no person will own, directly or indirectly, or
exercise control or direction over securities carrying more than 10% of the
votes attached to all of the issued and outstanding Chelsea Shares.

                                       35
<PAGE>



                          INFORMATION CONCERNING ITME

GENERAL

ITME was formed in July 1983 under the name of Termex Resources, Inc. in the
Province of British Columbia, Canada. In January 1987, ITME changed its name to
TME Resources Inc. and in July 1994, changed its name again to International TME
Resources Inc. (at which time it also increased its authorized shares of common
stock to 50 million shares). Currently, ITME has 25,737,066 ITME Shares issued
and outstanding. No options or warrants are outstanding.

ITME's executive offices are located at 6370 L.B.J. Fwy., Suite 174, Dallas,
Texas 75240; phone number is (972) 458-7013.

DESCRIPTION OF THE BUSINESS

ITME focuses on oil and gas exploration opportunities in offshore and onshore
permits (leases) within the territorial boundaries of Australia, searching for
natural gas, crude oil and natural gas liquids. ITME owns a 50% working interest
in 5,022,000 acres (20,323 square kilometers) in the onshore Georgina Basin in
Queensland.

ITME SHARES AND HOLDERS THEREOF

In 1985, ITME listed on the Vancouver Stock Exchange through a registered
offering, underwritten by Pacific International Securities. A majority of ITME's
shareholders participated in the registered offering. Currently ITME is no
longer listed on any securities exchange in Canada and the ITME Shares trade on
the OTC Markets under the symbol ITME.

As of the date hereof, the directors and executive officers of ITME, as a group,
beneficially own, directly or indirectly, 8,637,898 ITME Shares representing
approximately 34% of the issued and outstanding ITME Shares.

LEGAL PROCEEDINGS

ITME is not currently a party to, and none of its properties are the subject of,
any material legal proceedings.

TRANSFER AGENT AND REGISTRAR

Computershare Trust Company of Golden, Colorado is the transfer agent and
registrar for the ITME Shares.

DIRECTOR'S APPROVAL

The contents and the sending of the Circular have been unanimously approved by
the ITME Board.

                                       36
<PAGE>



                          INFORMATION CONCERNING ACOR

GENERAL

ACOR was incorporated under the BCBCA on April 28, 1997.

DESCRIPTION OF THE BUSINESS

ACOR is an oil company currently engaged in the acquisition, exploration and
development of oil and gas prospects in Australia. ACOR's principal assets
consist of a working interest in approximately 5.02 million acres. ACOR's other
working interests are in the Surat / Bowen Basins in Queensland, Australia, and
the Cooper / Eromanga Basin in South Australia.

In addition to ATP 582, ACOR's Surat assets, comprised of 77,000 net acres will
form part of the combined business of Chelsea upon completion of the
Arrangement. The Surat assets include six existing oilfields which are currently
shut-in and four additional exploration locations. ACOR anticipates these assets
represent an opportunity for infill and horizontal drilling and water flooding.

ACOR's asset in the Cooper / Eromanga Basin is a carried 5.6% working interest
in approximately 1.1 million net acres containing Western Flank Oil prospects.

ACOR SHARES AND HOLDERS THEREOF

As of the date hereof, 50,029,065 ACOR Shares were issued and outstanding as
fully paid and non-assessable.

ACOR Shares trade on the OTCQB under the symbol: "AUCAF".

As of the date hereof, the directors and executive officers of ACOR, as a group,
beneficially own, directly or indirectly, 10,401,552 ACOR Shares representing
approximately 20.7% of the issued and outstanding ACOR Shares.

As of the date hereof, the directors and executive officers of the Corporation,
as a group, do not beneficially own any options ("ACOR OPTIONS") to purchase
ACOR Shares issuable pursuant to the proposed stock option plan of ACOR (the
"ACOR OPTION PLAN").

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditors of ACOR are KWCO. PC. Olympia Trust Company at its offices in
Calgary, Alberta and Toronto, Ontario is the transfer agent and registrar for
the ACOR Shares.

LEGAL PROCEEDINGS

ACOR is not the subject of any material legal proceedings, nor is ACOR or any of
its properties a party to or the subject of any such proceedings and no such
proceedings are known to be contemplated.

DIRECTOR'S APPROVAL

The contents and the sending of the Circular have been approved by the ACOR
Board.

                                       37
<PAGE>


                          ACOR SPECIAL MEETING MATTERS

1. APPROVAL OF OPTION PLAN

GENERAL

The ACOR Board has conditionally approved the proposed ACOR Option Plan
substantially in the form attached as Appendix "D" to this Circular. At the ACOR
Meeting, ACOR Shareholders will be asked to consider and, if thought fit, pass
with or without variation, an ordinary resolution authorizing the ACOR Option
Plan.

ACOR is proposing the ACOR Option Plan as the only long term incentive plan
pursuant to which ACOR may, at the discretion of the ACOR Board, grant ACOR
Options to directors, officers, consultants and employees of ACOR and its
affiliates (the "PARTICIPANTS"). The purpose of the ACOR Option Plan is to
provide compensation opportunities to Participants which align their interests
with those of ACOR Shareholders and which assist ACOR in attracting and
retaining individuals of exceptional ability to serve ACOR.

Under the ACOR Option Plan (assuming approval):

     o    subject to the terms of the ACOR Option Plan, ACOR Options may be
          granted in such numbers and with such vesting provisions as the ACOR
          Board may determine;

     o    the ACOR Board shall, at the time an option is granted under the ACOR
          Option Plan, fix the exercise price at which Common Shares may be
          acquired upon the exercise of such ACOR Option provided if ACOR
          becomes listed on the TSX Venture Exchange (the "TSXV"), such exercise
          price shall not be less than the Discounted Market Price (as is
          defined in Policy 1.1 - Interpretation of the TSX Venture Exchange
          Corporate Finance Manual);

     o    options may be granted for a maximum term of ten years, unless ACOR
          receives the permission of the relevant stock exchange or exchanges on
          which ACOR Shares may then be listed and as specifically provided by
          the ACOR Board and as permitted under the rules of any stock exchange
          or exchanges on which the ACOR Shares are then listed;

     o    except pursuant to the terms of the ACOR Option Plan in regard to the
          death of a Participant, options are not transferable or assignable;

                                       38
<PAGE>



     o    the maximum number of ACOR Shares reserved for issuance under the ACOR
          Option Plan shall not exceed 10% of the outstanding ACOR Shares as at
          the date of the grant;

     o    the maximum number of ACOR Shares reserved for issuance to any one
          person under the ACOR Option Plan shall not exceed five percent of the
          outstanding ACOR Shares as at the date of the grant;

     o    the maximum number of ACOR Shares reserved for issuance to a
          Consultant (as defined in Policy 4.4 - Incentive Stock Options
          ("POLICY 4.4") of the TSXV Corporate Finance Manual) or a person
          engaged in Investor Relations Activities (as defined in Policy 1.1 -
          Interpretation of the TSXV Corporate Finance Manual) shall not exceed
          two percent of the outstanding ACOR Shares as at the date of the
          grant;

     o    options expire within 90 days of termination of employment or holding
          office as a director, officer, employee or consultant of ACOR for any
          reason other than death or permanent disability, subject to extension
          at the discretion of the ACOR Board;

     o    in case of death, options expire on the earlier of one year thereafter
          or the end of the period during which the option may be exercised, and
          may be exercised by legal representatives or designated beneficiaries
          of the holder of such options;

     o    ACOR is permitted to make the required source withholdings and
          remittances in respect of employee stock option benefits as required
          under the Income Tax Act (Canada); and

     o    the ACOR Board may suspend or terminate the ACOR Option Plan at any
          time. The ACOR Board may also, at any time, amend or revise the terms
          of the ACOR Option Plan, subject to the receipt of all necessary
          regulatory approvals, provided that no such amendment or revision
          shall alter the terms of any options granted under the ACOR Option
          Plan.

"BE IT RESOLVED THAT:

     1. the proposed stock option plan of ACOR (the "ACOR OPTION PLAN"), as
     described in the proxy statement and Circular dated August 13, 2013 is
     hereby approved; and

     2. any officer or director of the Corporation be and is hereby authorized
     and directed for and on behalf of the Corporation to execute, deliver and
     file all such documents and to take all such other actions as may be deemed
     necessary or desirable for the implementation of this ordinary resolution,
     provided that the board of directors of the Corporation may, in its sole
     discretion and without further approval of the shareholders of the
     Corporation, revoke and rescind the foregoing resolution before it is acted
     upon."

In order to be passed, the foregoing ordinary resolution must be approved by a
simple majority of the votes cast by ACOR Shareholders who vote in respect of
such resolution, in person or by proxy, at the ACOR Meeting.

Please refer to Appendix "D" to this Circular for the complete text of the
proposed ACOR Option Plan.

                                       39
<PAGE>



2. APPROVAL OF CONTINUANCE

GENERAL

At the ACOR Meeting, ACOR Shareholders will be asked to consider and, if thought
fit, pass with or without variation, a special resolution authorizing ACOR to
continue (the "CONTINUANCE") from the jurisdiction of the Province of British
Columbia to the jurisdiction of the Province of Alberta pursuant to Section 188
of the Business Corporations Act (Alberta) (the "ABCA") and authorizing the ACOR
Board, in its sole discretion, to file a continuance application with the
registrar under the ABCA as required in connection with the Continuance and to
file articles of continuance which comply with the provisions of the ABCA. The
articles of continuance will include a name change from the current
"Australian-Canadian Oil Royalties Ltd." to "Chelsea Oil & Gas Ltd." ACOR
intends to file the articles of continuance substantially in the form attached
as Appendix "E" to this Circular. The full text of the special resolution
authorizing the Continuance is as follows:

"BE IT RESOLVED THAT:

     1. the continuance (the "CONTINUANCE") of the Corporation from a company
     existing under the Business Corporations Act (British Columbia) (the
     "BCBCA") to a corporation existing under the Business Corporations Act
     (Alberta) (the "ABCA") pursuant to Section 188 of the ABCA is hereby
     approved;

     2. the Corporation is hereby authorized and directed to make an application
     to the Registrar under the BCBCA to obtain approval for the Continuance;

     3. the Corporation is hereby authorized and directed to make an application
     to the registrar under the ABCA for a certificate of continuance under the
     ABCA; and

     4. any officer or director of the Corporation be and is hereby authorized
     and directed for and on behalf of the Corporation to execute, deliver and
     file all such documents and to take all such other actions as may be deemed
     necessary or desirable for the implementation of this special resolution,
     provided that the board of directors of the Corporation may, in its sole
     discretion and without further approval of the shareholders of the
     Corporation, revoke and rescind the foregoing resolution before it is acted
     upon."

In order to be passed, the foregoing special resolution must be approved by at
least 66 2/3% of the votes cast by ACOR Shareholders who vote in respect of such
resolution, in person or by proxy, at the ACOR Meeting.

                                       40
<PAGE>



PROCEDURE

In order to effect the Continuance, various steps must be taken, including the
following:

     o    the ACOR Shareholders must approve the Continuance by special
          resolution at the ACOR Meeting, authorizing the Corporation to, among
          other things, apply with the Registrar under the BCBCA for
          authorization to proceed with the Continuance;

     o    the Registrar under the BCBCA must approve the proposed Continuance
          under the ABCA, upon being satisfied that the Corporation has filed
          with the registrar all of the records that the Corporation is required
          to file with the Registrar under the BCBCA;

     o    the Corporation must apply to the registrar under the ABCA for a
          certificate of continuance by filing articles of continuance under the
          ABCA; and

     o    the Corporation must file a copy of any record issued to it under the
          ABCA to effect or confirm the continuance with the Registrar under the
          BCBCA, who will then publish in the prescribed manner a notice that
          the Corporation has been continued into the jurisdiction of the
          Province of Alberta.

On the date shown on the certificate of continuance, ACOR will become a
corporation under the laws of the Province of Alberta as if it had been
incorporated under the ABCA.

PRINCIPLE EFFECTS OF CONTINUANCE

Upon the Continuance becoming effective, ACOR Shareholders will continue to hold
one common share of ACOR for each one common share of ACOR currently held and
the name of ACOR will be changed to "Chelsea Oil & Gas Ltd.". The principal
attributes of the common shares of ACOR after Continuance will be identical to
the corresponding common shares of ACOR prior to the Continuance other than
differences in shareholders' rights under the ABCA and the BCBCA.

A summary comparing the rights of shareholders under the ABCA and BCBCA is
attached hereto as Appendix "H". Management of ACOR is of the view that the ABCA
will provide ACOR Shareholders with substantively the same rights as are
available to shareholders under the BCBCA, including rights of dissent and
appraisal and rights to bring derivative actions and oppression action, and is
consistent with corporate legislation in most other Canadian jurisdictions and
that ACOR Shareholders will not be adversely affected by the Continuance.
However, ACOR Shareholders should consult their legal advisors regarding
implications of the Continuance which may be of particular importance to them.

The directors and officers of ACOR immediately following the Continuance will be
identical to the directors and officers of ACOR immediately prior to the
Continuance. As of the effective date of the Continuance, the election, duties,
resignations and removal of ACOR's directors and officers shall be governed by
the ABCA, the proposed articles of continuance and such form of by-laws as are
adopted by the ACOR Board.

                                       41
<PAGE>



3. CONFIRMATION OF NEW BY-LAWS

GENERAL

The current notice of articles of ACOR (the "CURRENT BY-LAWS") were adopted on
April 28, 1997. If the Arrangement is approved by ACOR Shareholders and becomes
effective, ACOR will be required to adopt new by-laws that are in compliance
with the ABCA. The ACOR Board has conditionally approved new by-laws (the "NEW
BY-LAWS") substantially in the form attached as Appendix "F" to this Circular,
which will come into effect upon the completion of the Arrangement.

Accordingly, at the ACOR Meeting, ACOR Shareholders will be asked to consider
and, if thought fit, pass, with or without variation, the following ordinary
resolution to approve the repeal of the Current By-Laws and the adoption of the
New By-Laws:

"BE IT RESOLVED THAT:

     1. subject to the issuance of a certificate of continuance under the ABCA,
     the repeal of the current notice of articles and articles of ACOR and the
     adoption of the new by-laws of ACOR, conditionally approved by the ACOR
     Board and with such non-material amendments as the ACOR Board may approve,
     is hereby approved; and

     2. any officer or director of ACOR be and is hereby authorized and directed
     for and on behalf of ACOR to execute, deliver and file all such documents
     and to take all such other actions as may be deemed necessary or desirable
     for the implementation of this special resolution, provided that the ACOR
     Board may, in its sole discretion and without further approval of the
     shareholders of ACOR, revoke and rescind the foregoing resolution before it
     is acted upon."

In order to be passed, the foregoing ordinary resolution must be approved by a
simple majority of the votes cast by ACOR Shareholders who vote in respect of
such resolution, in person or by proxy, at the ACOR Meeting.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Neither ACOR nor any director or executive officer of ACOR, nor any proposed
nominee for election as a director of ACOR, nor any other insider of ACOR, nor
any associate or affiliate of any one of them has or has had, at any time since
the beginning of the year ended December 31, 2012, any material interest, direct
or indirect, in any transaction or proposed transaction that has materially
affected or would materially affect ACOR, other than Jesse Meidl and William
Petrie, Sr. who were each party to a share exchange agreement dated November 17,
2011 (the "SHARE EXCHANGE AGREEMENT") among ACOR, 1629518 Alberta Ltd. and
certain other parties thereto, which transaction was completed on February 29,
2012 resulting in the issuance of an aggregate of 13,209,506 ACOR Shares,
including the issuance of an aggregate of 7,353,956 ACOR Shares to Jesse Meidl
and William Petrie, Sr.

OTHER BUSINESS

Management is not aware of any other business to come before the ACOR Meeting
other than as set forth in the Notice of Meeting. If any other business properly
comes before the ACOR Meeting, it is the intention of the management nominees
named in the form of proxy to vote the ACOR Shares represented thereby in
accordance with their best judgment on such matter.

                                       42
<PAGE>



MANAGEMENT CONTRACTS

No management functions of ACOR are performed by a person or company other than
the directors or executive officers of ACOR.

ADDITIONAL INFORMATION

Financial information for the financial year ended December 31, 2012 are
provided in ACOR's financial statements for its most recently completed
financial year. ACOR Shareholders may access additional copies of such financial
statements on ACOR's website at www.aussieoil.com.









                                       43
<PAGE>


                                  APPENDIX A-1

                          ITME ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

1.   The arrangement (the "ARRANGEMENT") under Section 288 of the Business
     Corporations Act (British Columbia) (the "BCBCA") substantially as set
     forth in the plan of arrangement (the "PLAN OF ARRANGEMENT") attached as
     Schedule "1.1(zz)" to Appendix C to the Joint Information Circular of
     International TME Resources Inc. ("ITME") and Australian Canadian Oil
     Royalties Ltd. ("ACOR") dated August 13, 2013 (the "CIRCULAR") and all
     transactions contemplated thereby be and are hereby authorized, approved,
     ratified and confirmed.

2.   The Plan of Arrangement is hereby authorized, approved and adopted.

3.   The arrangement agreement between ACOR and ITME dated May 29, 2013 (the
     "ARRANGEMENT AGREEMENT"), a copy of which is attached as Appendix C to the
     Circular together with such amendments or variations thereto made in
     accordance with the terms of the Arrangement Agreement as may be approved
     by the persons referred to in paragraph 6 hereof, such approval to be
     evidenced conclusively by their execution and delivery of any such
     amendments or variations, is hereby authorized, approved, ratified and
     confirmed.

4.   Notwithstanding that this resolution has been passed (and the Arrangement
     adopted) by the ITME shareholders in accordance with the interim order of
     the Supreme Court of British Columbia (the "COURT") or that the Arrangement
     has been approved by the Court, the directors of ITME are hereby authorized
     and empowered, without further approval of the ITME shareholders: (i) to
     amend the Arrangement Agreement or the Plan of Arrangement to the extent
     permitted by the Arrangement Agreement or Plan of Arrangement, as the case
     may be; and (ii) subject to the terms of the Arrangement Agreement, not to
     proceed with the Arrangement.

5.   Any one director or officer of ITME is hereby authorized and directed for
     and on behalf of and in the name of ITME to execute, under the seal of ITME
     or otherwise, and to deliver for filing to the Registrar under Section 292
     of the BCBCA all such documents as are necessary or desirable to give
     effect to the Plan of Arrangement in accordance with the Arrangement
     Agreement.

6.   Any director or officer of ITME is hereby authorized, for and on behalf of
     ITME, to execute and deliver articles of arrangement and to execute, with
     or without the corporate seal, and, if, appropriate, deliver all other
     documents and instruments and to do all other things as in the opinion of
     such director or officer may be necessary or desirable to implement this
     resolution and the matters authorized hereby, such determination to be
     conclusively evidenced by the execution and delivery of any such document
     or instrument, and the taking of any such action.




<PAGE>


                                  APPENDIX A-2

                          ACOR ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

1.   The arrangement (the "ARRANGEMENT") under Section 288 of the Business
     Corporations Act (British Columbia) (the "BCBCA") substantially as set
     forth in the plan of arrangement (the "PLAN OF ARRANGEMENT") attached as
     Schedule "1.1(zz)" to Appendix C to the Joint Information Circular of
     International TME Resources Inc. ("ITME") and Australian Canadian Oil
     Royalties Ltd. ("ACOR") dated August 13, 2013 (the "CIRCULAR") and all
     transactions contemplated thereby be and are hereby authorized, approved,
     ratified and confirmed.

2.   The issuance of up to 13,976,542 common shares of ACOR as are required to
     acquire all of the outstanding ITME shares pursuant to the Arrangement is
     hereby approved.

3.   The arrangement agreement between ACOR and ITME dated May 29, 2013 (the
     "ARRANGEMENT AGREEMENT"), a copy of which is attached as Appendix C to the
     Circular together with such amendments or variations thereto made in
     accordance with the terms of the Arrangement Agreement as may be approved
     by the persons referred to in paragraph 5 hereof, such approval to be
     evidenced conclusively by their execution and delivery of any such
     amendments or variations, is hereby authorized, approved, ratified and
     confirmed.

4.   Notwithstanding that this resolution has been passed (and the Arrangement
     adopted) by the ACOR shareholders or by the ITME shareholders in accordance
     with the interim order of the Supreme Court of British Columbia (the
     "COURT") or that the Arrangement has been approved by the Court, the
     directors of ACOR are hereby authorized and empowered, without further
     approval of the ACOR shareholders: (i) to amend the Arrangement Agreement
     or the Plan of Arrangement to the extent permitted by the Arrangement
     Agreement or Plan of Arrangement, as the case may be; and (ii) subject to
     the terms of the Arrangement Agreement, not to proceed with the
     Arrangement.

5.      Any  director or officer of ACOR is hereby authorized, for and on behalf
        of  ACOR, to execute and deliver articles of arrangement and to execute,
        with  or  without  the corporate seal, and, if, appropriate, deliver all
        other  documents  and  instruments  and to do all other things as in the
        opinion  of  such  director  or officer may be necessary or desirable to
        implement  this  resolution  and  the  matters  authorized  hereby, such
        determination to be conclusively evidenced by the execution and delivery
        of any such document or instrument, and the taking of any such action.

<PAGE>

                                  APPENDIX B-1

                                 INTERIM ORDER





<PAGE>

                                  APPENDIX B-2

                               NOTICE OF HEARING





<PAGE>

                                   APPENDIX C

                             ARRANGEMENT AGREEMENT





<PAGE>

                                   APPENDIX D

                     AUSTRALIAN-CANADIAN OIL ROYALTIES LTD.

                           PROPOSED STOCK OPTION PLAN





<PAGE>

                             CHELSEA OIL & GAS LTD.

                               STOCK OPTION PLAN

1.   PURPOSE

The purpose of the Stock Option Plan (the "PLAN") of Chelsea Oil & Gas Ltd., a
corporation continued under the Business Corporations Act (Alberta) (the
"CORPORATION") is to advance the interests of the Corporation by encouraging the
directors, officers, employees and consultants of the Corporation, and of its
subsidiaries and affiliates, if any, to acquire common shares in the share
capital of the Corporation (the "SHARES"), thereby increasing their proprietary
interest in the Corporation, encouraging them to remain associated with the
Corporation and furnishing them with additional incentive in their efforts on
behalf of the Corporation in the conduct of its affairs.

2. ADMINISTRATION

The Plan shall be administered by the Board of Directors of the Corporation or
by a special committee of the directors appointed from time to time by the Board
of Directors of the Corporation pursuant to rules of procedure fixed by the
Board of Directors (such committee or, if no such committee is appointed, the
Board of Directors of the Corporation, is hereinafter referred to as the
"BOARD"). A majority of the Board shall constitute a quorum, and the acts of a
majority of the directors present at any meeting at which a quorum is present,
or acts unanimously approved in writing, shall be the acts of the Board.

Subject to the provisions of the Plan, the Board shall have authority to
construe and interpret the Plan and all option agreements entered into
thereunder, to define the terms used in the Plan and in all option agreements
entered into thereunder, to prescribe, amend and rescind rules and regulations
relating to the Plan and to make all other determinations necessary or advisable
for the administration of the Plan. All determinations and interpretations made
by the Board shall be binding and conclusive on all participants in the Plan and
on their legal personal representatives and beneficiaries.

Each option granted hereunder may be evidenced by an agreement in writing,
signed on behalf of the Corporation and by the optionee, in such form as the
Board shall approve. Each such agreement shall recite that it is subject to the
provisions of this Plan.

Each option granted by the Corporation prior to the date of the approval of the
Plan by the shareholders of the Corporation, including options granted under
previously approved stock option plans of the Corporation, be and are continued
under and shall be subject to the terms of the Plan after the Plan has been
approved by the shareholders of the Corporation.

3. STOCK EXCHANGE RULES

All options granted pursuant to this Plan shall be subject to rules and policies
of any stock exchange or exchanges on which the Shares of the Corporation are
then listed and any other regulatory body having jurisdiction hereinafter
(hereinafter collectively referred to as, the "EXCHANGE").


                                       1
<PAGE>



4. SHARES SUBJECT TO PLAN

Subject to adjustment as provided in Section 15 hereof, the Shares to be offered
under the Plan shall consist of Shares of the Corporation's authorized but
unissued Shares. The aggregate number of Shares issuable upon the exercise of
all options granted under the Plan shall not exceed 10% of the issued and
outstanding Shares of the Corporation from time to time. If any option granted
hereunder shall expire or terminate for any reason in accordance with the terms
of the Plan without being exercised, the unpurchased Shares subject thereto
shall again be available for the purpose of this Plan.

5. MAINTENANCE OF SUFFICIENT CAPITAL

The Corporation shall at all times during the term of the Plan reserve and keep
available such numbers of Shares as will be sufficient to satisfy the
requirements of the Plan.

6. ELIGIBILITY AND PARTICIPATION

Directors, officers, consultants, and employees of the Corporation or its
subsidiaries, and employees of a person or company which provides management
services to the Corporation or its subsidiaries ("MANAGEMENT COMPANY EMPLOYEES")
shall be eligible for selection to participate in the Plan (such persons
hereinafter collectively referred to as "PARTICIPANTS"). Subject to compliance
with applicable requirements of the Exchange, Participants may elect to hold
options granted to them in an incorporated entity wholly owned by them and such
entity shall be bound by the Plan in the same manner as if the options were held
by the Participant.

Subject to the terms hereof, the Board shall determine to whom options shall be
granted, the terms and provisions of the respective option agreements, the time
or times at which such options shall be granted and vested, and the number of
Shares to be subject to each option. In the case of employees or consultants of
the Corporation or Management Company Employees, the option agreements to which
they are party must contain a representation of the Corporation that such
employee, consultant or Management Company Employee, as the case may be, is a
bona fide employee, consultant or Management Company Employee of the Corporation
or its subsidiaries.

A Participant who has been granted an option may, if such Participant is
otherwise eligible, and if permitted under the policies of the Exchange, be
granted an additional option or options if the Board shall so determine.

7. EXERCISE PRICE

(a) Options may be exercised at a price that shall be fixed by the Board at the
time that the option is granted. Except as permitted by the Exchange, no option
shall be granted with an exercise price at a discount to the Market Price. For
the purposes hereof, "MARKET PRICE" means the closing price of the Shares on the
Exchange on the first day preceding the date of grant on which at least one
board lot of Shares traded.


                                       2
<PAGE>



(b) Once the exercise price has been determined by the Board, accepted by the
Exchange and the option has been granted, the exercise price of an option may be
reduced upon receipt of Board approval, provided that in the case of options
held by insiders (as defined in subsection 1(i) of the Securities Act (Alberta))
of the Corporation ("INSIDERS"), the exercise price of an option may be reduced
only if disinterested shareholder approval is obtained.

8. NUMBER OF OPTIONED SHARES

(a) The aggregate number of Shares that may be issued pursuant to the exercise
of options awarded under the Plan and all other security based compensation
arrangements of the Corporation is 10% of the issued and outstanding Shares from
time to time, subject to the following additional limitations:

(i) the aggregate number of Shares reserved for issuance to any one person under
the Plan, together with all other security based compensation arrangements of
the Corporation, must not exceed 5% of the then outstanding Shares (on a
non-diluted basis) unless disinterested shareholder approval is obtained;

(ii) in the aggregate, no more than 10% of the issued and outstanding Shares (on
a non-diluted basis) may be reserved at any time for Insiders under the Plan,
together with all other security based compensation arrangements of the
Corporation;

(iii) the number of securities of the Corporation issued to Insiders, within any
one year period, under all security based compensation arrangements, cannot
exceed 10% of the issued and outstanding Shares;

(iv) Options shall not be granted if the exercise thereof would result in the
issuance of more than 2% of the issued Shares of the Corporation in any
twelve-month period to any one consultant of the Corporation (or any of its
subsidiaries); and

(v) Options shall not be granted if the exercise thereof would result in the
issuance of more than 2% of the issued Shares of the Corporation in any twelve
month period to persons employed to provide investor relations activities.
Options granted to Consultants performing investor relations activities will
contain vesting provisions such that vesting occurs over at least 12 months with
no more than 1/4 of the options vesting in any 3 month period.

(b) The number of Shares subject to an option granted to any one Participant
shall be determined by the Board, but no one Participant shall be granted an
option which exceeds the maximum number permitted by the Exchange.

9. DURATION OF OPTION

Each option and all rights thereunder shall be expressed to expire on the date
set out in the option agreement and shall be subject to earlier termination as
provided in Sections 11 and 12, provided that in no circumstances shall the
duration of an option exceed the maximum term permitted by the Exchange. For
greater certainty, if the Corporation is listed on the TSX Venture Exchange Inc.
("TSX VENTURE"), the maximum term may not exceed 10 years.

                                       3
<PAGE>



Should the expiry date of an option fall within a Black Out Period or within
nine business days following the expiration of a Black Out Period, such expiry
date of the option shall be automatically extended without any further act or
formality to that date which is the tenth business day after the end of the
Black Out Period, such tenth business day to be considered the expiry date for
such option for all purposes under the Plan. The ten business day period
referred to in this paragraph may not be extended by the Board.

"Black Out Period" means the period during which the relevant Participant is
prohibited from exercising an option due to trading restrictions imposed by the
Corporation pursuant to any policy of the Corporation respecting restrictions on
trading that is in effect at that time.

10. VESTING, CONSIDERATION AND PAYMENT

(a) Subject to any vesting restrictions imposed by the Exchange, the Board may,
in its sole discretion, determine the time during which options shall vest and
the method of vesting, or that no vesting restriction shall exist.

(b) Subject to any vesting restrictions imposed by the Board, options may be
exercised in whole or in part at any time and from time to time during the
option period.

(c) Except as set forth in Sections 11 and 12, no option may be exercised unless
the Participant is at the time of such exercise a director, officer, consultant,
or employee of the Corporation or any of its subsidiaries, or a Management
Company Employee of the Corporation or any of its subsidiaries.

(d) The exercise of any option will be contingent upon receipt by the
Corporation at its head office of a written notice of exercise, specifying the
number of Shares with respect to which the option is being exercised,
accompanied by cash payment, certified cheque or bank draft for the full
purchase price of such Shares with respect to which the option is exercised.

(e) The Corporation shall be authorized to deduct, withhold and/or remit from
any amount payable (whether in shares or cash), either under the Plan, or
otherwise, such amount as may be necessary so as to ensure the Corporation
and/or any of its subsidiaries will be able to comply with applicable provisions
of any federal, provincial, state or local law relating to the withholding of
tax or other required deductions, including on the amount, if any, includable in
the income of a Participant (the "APPLICABLE WITHHOLDING TAXES"). For greater
certainty, the Corporation shall have the irrevocable right, in its discretion,
to satisfy any such liability for withholding or other required deduction by:
(a) making additional withholdings on cash remuneration or other amounts owing
to a Participant; (b) retaining any Shares or any amount payable pursuant to the
exercise of an option; and/or (c) requiring a Participant, as a condition to the
exercise of an option, to pay or reimburse the Corporation or a subsidiary for
any such withholding or other required deduction amounts related to the exercise
or surrender of options.

                                       4
<PAGE>



11. CEASING TO BE A DIRECTOR, OFFICER, CONSULTANT OR EMPLOYEE

If a Participant shall cease to be a director, officer, consultant, employee of
the Corporation, or its subsidiaries, or ceases to be a Management Company
Employee, for any reason (other than death), such Participant may exercise his
option to the extent that the Participant was entitled to exercise it at the
date of such cessation, provided that such exercise must occur within 90 days
after the Participant ceases to be a director, officer, consultant, employee or
a Management Company Employee, subject to extension at the discretion of the
Board, unless such Participant was engaged in investor relations activities, in
which case such exercise must occur within 30 days after the cessation of the
Participant's services to the Corporation, subject to extension at the
discretion of the Board.

Nothing contained in the Plan, nor in any option granted pursuant to the Plan,
shall as such confer upon any Participant any right with respect to continuance
as a director, officer, consultant, employee or Management Company Employee of
the Corporation or of any of its subsidiaries or affiliates.

12. DEATH OF PARTICIPANT

Notwithstanding section 11, in the event of the death of a Participant, the
option previously granted to such Participant shall be exercisable only within
the one (1) year after such death and then only:

(a) by the person or persons to whom the Participant's rights under the option
shall pass by the Participant's will or the laws of descent and distribution;
and

(b) if and to the extent that such Participant was entitled to exercise the
option at the date of death.

13. RIGHTS OF OPTIONEE

No Participant or its legal representatives, legatees or distributees will be,
or will be deemed to be, a holder of any Shares of the Corporation unless and
until the certificates for Shares issuable pursuant to options under the Plan
are issued to such persons under the terms of the Plan (regardless of whether
the notice of exercise and all related documentation has been submitted to the
Corporation pursuant to the terms of the Plan).

14. PROCEEDS FROM SALE OF SHARES

The proceeds from the sale of Shares issued upon the exercise of options shall
be added to the general funds of the Corporation and shall thereafter be used
from time to time for such corporate purposes as the Board may determine.

                                       5
<PAGE>



15. ADJUSTMENTS

If the outstanding Shares of the Corporation are increased, decreased, changed
into or exchanged for a different number or kind of shares or securities of the
Corporation or another Corporation or entity through re-organization, merger,
re-capitalization, re-classification, stock dividend, subdivision or
consolidation, or any adjustment relating to the Shares optioned or issued on
exercise of options, or the exercise price per share then the Board in its
discretion shall make appropriate adjustments in the number of Shares optioned
or the exercise price to give effect to such adjustment in the Shares.

Adjustments under this Section shall be made by the Board whose determination as
to what adjustments shall be made, and the extent thereof, shall be final,
binding and conclusive. No fractional Share shall be required to be issued under
the Plan on any such adjustment.

16. TRANSFERABILITY

All benefits, rights and options accruing to any Participant in accordance with
the terms and conditions of the Plan shall not be transferable or assignable
unless specifically provided herein or the extent, if any, permitted by the
Exchange. During the lifetime of a Participant any benefits, rights and options
may only be exercised by the Participant.

17. AMENDMENT AND TERMINATION OF PLAN

The Board may terminate or discontinue the Plan at any time without the consent
of the Participants provided that such termination or discontinuance shall not
alter or impair any option previously granted under the Plan.

The Board may by resolution amend this Plan and any options granted under it
(including any amendments required by the Exchange) without shareholder
approval, however, the Board will not be entitled, in the absence of shareholder
and Exchange approval, to:

(a) reduce the exercise price of an option held by an Insider of the
Corporation;

(b) extend the expiry date of an option held by an Insider of the Corporation
(subject to such date being extended by virtue of paragraph 9 above);

(c) amend the limitations on the maximum number of Shares reserved or issued to
Insiders under paragraphs 8(a)(ii) and 8(a)(iii) hereof;

(d) increase the maximum number of Shares issuable pursuant to this Plan; or

(e) amend the amendment provisions of this Plan under this Article 17.

Where shareholder approval is sought for amendments under subsections (a), (b)
and (c) above, the votes attached to Shares held directly or indirectly by
Insiders benefiting from the amendments will be excluded.


                                       6
<PAGE>



18. NECESSARY APPROVALS

The ability of a Participant to exercise options and the obligation of the
Corporation to issue and deliver Shares in accordance with the Plan is subject
to any approvals which may be required from shareholders of the Corporation
pursuant to the policies of the Exchange and any regulatory authority or stock
exchange having jurisdiction over the securities of the Corporation. If any
Shares cannot be issued to any Participant for whatever reason, the obligation
of the Corporation to issue such Shares shall terminate and any option exercise
price paid to the Corporation will be returned to the Participant.

19. EFFECTIVE DATE OF PLAN

The Plan has been adopted by the Board of the Corporation and approved by the
shareholders of the Corporation effective September o, 2013.

20. INTERPRETATION

The Plan will be governed by and construed in accordance with the laws of the
Province of Alberta.






                                       7
<PAGE>


                                   APPENDIX E

                     AUSTRALIAN-CANADIAN OIL ROYALTIES LTD.

                            ARTICLES OF CONTINUANCE






<PAGE>

                                   APPENDIX F

                     AUSTRALIAN-CANADIAN OIL ROYALTIES LTD.

                                PROPOSED BY-LAWS

                                  BY-LAW NO. 1

               A By-Law relating generally to the transaction of
       the business and affairs of Australian-Canadian Oil Royalties Ltd.

                                   CONTENTS
                                    --------

               SECTION                    SUBJECT
               -------                    -------
               One                        Interpretation
               Two                        Business of the Corporation
               Three                      Directors
               Four                       Committees
               Five                       Protection of Directors and Officers
               Six                        Shares
               Seven                      Dividends
               Eight                      Meetings of Shareholders
               Nine                       Notices
               Ten                        Effective Date


IT IS HEREBY ENACTED as By-law No. 1 of Australian-Canadian Oil Royalties Ltd.
(hereinafter called the "CORPORATION"), which replaces all previous By-Laws of
the Corporation and amendments thereto as follows:

                                  SECTION ONE
                                 INTERPRETATION

1.01 DEFINITIONS

In the by-laws of the Corporation, unless the context otherwise requires:

     "ACT" means the Business Corporations Act (Alberta), and any statute that
     may be substituted therefor, including the regulations thereunder, as from
     time to time amended;

     "APPOINT" includes "ELECT" and vice versa;

     "ARTICLES" means the articles of the Corporation, as defined in the Act,
     and includes any amendments thereto;

     "BOARD" means the board of directors of the Corporation;

     "BY-LAWS" means this By-law No. 1 of the Corporation and all other by-laws
     of the Corporation from time to time in force and effect;

     "MEETING OF SHAREHOLDERS" means any meeting of shareholders, including any
     meeting of one or more classes or series of shareholders;

     "RECORDED ADDRESS" means, in the case of a shareholder, the address of such
     shareholder as recorded in the securities register; in the case of joint
     shareholders, the address appearing in the securities register in respect
     of such joint holding or the first address so appearing if there are more
     than one; and, in the case of a director, officer, auditor or member of a
     committee of the board, the latest address of such person as recorded in
     the records of the Corporation;

                                       1
<PAGE>



     "SHAREHOLDERS" means the holders of any class or series of shares of the
     Corporation; and

     "SIGNING OFFICER" means, in relation to any instrument, any person
     authorized to sign the same on behalf of the Corporation by Section 2.03 or
     by a resolution passed pursuant thereto.

Save as aforesaid, words and expressions defined in the Act have the same
meanings when used herein; and words importing the singular number include the
plural and vice versa; words importing gender include the masculine, feminine
and neuter genders; and words importing persons include individuals, bodies
corporate, partnerships, trusts, unincorporated organizations and personal
representatives.

1.02 CONFLICT WITH THE ACT, THE ARTICLES OR ANY UNANIMOUS SHAREHOLDER AGREEMENT

To the extent of any conflict between the provisions of the by-laws and the
provisions of the Act, the articles or any unanimous shareholder agreement
relating to the Corporation, the provisions of the Act, the articles or the
unanimous shareholder agreement shall govern.

1.03 HEADINGS AND SECTIONS

The headings used throughout the by-laws are inserted for convenience of
reference only and are not to be used as an aid in the interpretation of the
by-laws. "Section" followed by a number means or refers to the specified section
of this by-law.

1.04 INVALIDITY OF ANY PROVISION OF BY-LAWS

The invalidity or unenforceability of any provision of the by-laws shall not
affect the validity or enforceability of the remaining provisions of the
by-laws.

                                  SECTION TWO
                          BUSINESS OF THE CORPORATION

2.01 CORPORATE SEAL

The corporate seal of the Corporation, if any, shall be in such form as the
board may from time to time by resolution approve.

2.02 FINANCIAL YEAR

The financial year of the Corporation shall end on such date in each year as the
board may from time to time by resolution determine.

2.03 EXECUTION OF INSTRUMENTS

Deeds, transfers, assignments, contracts, mortgages, charges, obligations,
certificates and other instruments of any nature whatsoever (collectively
"INSTRUMENTS") shall be signed on behalf of the Corporation by the president
alone or by any two persons, one of whom holds the office of chief executive
officer, chair of the board, lead director, chief financial officer,
vice-president or director and the other of whom holds one of the said offices
or the office of secretary, treasurer, assistant secretary or assistant
treasurer. In addition, the board is authorized from time to time by resolution
to appoint any person or persons on behalf of the Corporation either to sign
instruments in writing generally or to sign specific instruments. Any signing
officer may affix the corporate seal to any instrument requiring the same.

                                       2
<PAGE>



2.04 EXECUTION IN COUNTERPART, BY FACSIMILE, AND BY ELECTRONIC SIGNATURE

     (a)  Subject to the Act, any instrument or document required or permitted
          to be executed by one or more persons on behalf of the Corporation may
          be signed by electronic means or by facsimile; and

     (b)  Any instrument or document required or permitted to be executed by one
          or more persons may be executed in separate counterparts, each of
          which when duly executed by one or more of such persons shall be an
          original and all such counterparts together shall constitute one and
          the same such instrument or document.

2.05 BANKING ARRANGEMENTS

The banking business of the Corporation including, without limitation, the
borrowing of money and the giving of security therefor, shall be transacted with
such banks, trust companies or other bodies corporate or organizations as may
from time to time be authorized by the board. Such banking business or any part
thereof shall be transacted under such agreements, instructions and delegations
of powers as the board may from time to time prescribe or authorize.

2.06 VOTING RIGHTS IN OTHER BODIES CORPORATE

The signing officers may execute and deliver proxies and arrange for the
issuance of voting certificates or other evidence of the right to exercise the
voting rights attaching to any securities held by the Corporation. Such
instruments, certificates or other evidence shall be in favour of such person or
persons as may be determined by the persons executing such proxies or arranging
for the issuance of voting certificates or such other evidence of the right to
exercise such voting rights. In addition, the board or, failing the board, the
signing officers may from time to time direct the manner in which and the person
or persons by whom any particular voting rights or class of voting rights may or
shall be exercised.

2.07 DIVISIONS

The board may from time to time cause the business and operations of the
Corporation or any part thereof to be divided into one or more divisions upon
such basis, including without limitation, types of business or operations,
geographical territories, product lines or goods or services, as the board may
consider appropriate in each case. From time to time the board may authorize
upon such basis as may be considered appropriate in each case:

     (a)  the designation of any such division by, and the carrying on of the
          business and operations of any such division under, a name other than
          the name of the Corporation; provided that the Corporation shall set
          out its name in legible characters in all contracts, invoices,
          negotiable instruments and orders for goods or services issued or made
          by or on behalf of the Corporation; and

     (b)  the appointment of officers for any such division and the
          determination of their powers and duties, provided that any such
          officers shall not, as such, be officers of the Corporation.


                                       3
<PAGE>



                                 SECTION THREE
                                   DIRECTORS

3.01 NUMBER OF DIRECTORS

The board shall consist of the number of directors provided in the articles, or,
if a minimum number and a maximum number of directors is so provided, the number
of directors of the Corporation shall be determined from time to time by
ordinary resolution of the shareholders, or in the absence of such resolution,
by resolution of the directors.

3.02 NOMINATION OF DIRECTORS

     (a)  Only persons who are nominated in accordance with the provisions of
          this Section 3.02 shall be eligible for election as directors of the
          Corporation. Nominations of persons for election as directors of the
          Corporation at any annual meeting of shareholders, or at any special
          meeting of shareholders called for the purpose of electing directors
          as set forth in the Corporation's notice of such special meeting, may
          only be made: (i) by or at the direction of the board of directors of
          the Corporation, including pursuant to a notice of meeting, (ii) by or
          at the direction or request of one or more shareholders pursuant to a
          proposal submitted to the Corporation in accordance with the Act or a
          requisition of meeting submitted to the directors in accordance with
          the Act, or (iii) by any person (a "nominating shareholder") who, at
          the close of business on the date of the giving of the notice provided
          for below and on the record date for determining shareholders entitled
          to vote at such meeting, is a registered holder or beneficial owner of
          shares that are entitled to be voted at such meeting and complies with
          the notice and other procedures set forth in this Section 3.02.

     (b)  Timely Notice. In addition to any other requirements in this Section
          3.02 and under applicable laws, for a nomination to be made by a
          nominating shareholder, the nominating shareholder must have given
          timely notice thereof in proper written form to the secretary of the
          Corporation. To be timely, a nominating shareholder's notice must be
          received by the secretary at the principal executive offices of the
          Corporation (i) in the case of an annual meeting of shareholders, not
          less than 30 nor more than 65 days prior to the date of the annual
          meeting of shareholders; provided, however, that if the annual meeting
          of shareholders is called for a date that is less than 45 days after
          the date on which the first public announcement of the date of the
          annual meeting was made, notice by the nominating shareholder may be
          made not later than the close of business on the 15th day following
          the date on which the public announcement of the date of the annual
          meeting is first made by the Corporation; and (ii) in the case of a
          special meeting of shareholders (which is not also an annual meeting
          of shareholder), not later than the close of business on the 15th day
          following the day on which the public announcement of the date of the
          special meeting of shareholders is first made by the Corporation. The
          adjournment or postponement of a meeting of shareholders or the
          announcement thereof shall not commence a new time period for the
          giving of a nominating shareholder's notice as described above.

     (c)  Full Slate Not Nominated. Notwithstanding anything in Section 3.02(b)
          to the contrary, if the management information circular for an annual
          meeting of shareholders nominates fewer than the number of directors
          to be elected at the meeting, a nominating shareholder's notice
          required by this Section 3.02 shall also be considered timely, but
          only regarding nominees for the additional directorships that are to
          be filled by election at such annual meeting, if it shall be received
          by the secretary at the principal executive offices of the Corporation
          not later than the close of business on the 15th day following the
          date on which such management information circular was first mailed to
          the shareholders by the Corporation.

                                       4
<PAGE>



     (d)  Proper Written Form. To be in proper written form, a nominating
          shareholder's notice to the secretary must set forth: (A) as to each
          person whom the nominating shareholder proposes to nominate for
          election as a director (1) the name, age, business address and
          residential address of the nominee, (2) the principal occupation or
          employment of the nominee, (3) whether the nominee is a resident
          Canadian within the meaning of the Act, (4) the class or series and
          number of shares of the Corporation which are controlled or which are
          owned beneficially or of record by the nominee as of the record date
          for the meeting of shareholders (if such date shall then have been
          made publicly available and shall have occurred) and as of the date of
          such notice, (5) any relationships, agreements or arrangements,
          including financial, compensation and indemnity related relationships,
          agreements or arrangements, between the nominee or any of its
          affiliates and the nominating shareholder or any person acting jointly
          or in concert with the nominating shareholder and (6) any other
          information relating to the nominee that would be required to be
          disclosed in a dissident's proxy circular in connection with
          solicitations of proxies for election of directors pursuant to the Act
          and applicable securities laws; and (B) as to the nominating
          shareholder giving the notice, (1) the name and record address of the
          nominating shareholder, (2) the class or series and number of shares
          of the Corporation which are controlled or which are owned
          beneficially or of record by the nominating shareholder as of the
          record date for the meeting of shareholders (if such date shall then
          have been made publicly available and shall have occurred) and as of
          the date of such notice, (3) any derivatives or other economic or
          voting interests in the Corporation and any hedges implemented with
          respect to the nominating shareholders' interests in the Corporation,
          (4) any proxy, contract, arrangement, understanding or relationship
          pursuant to which the nominating shareholder has a right to vote any
          shares of the Corporation, (5) whether the nominating shareholder
          intends to deliver a proxy circular and form of proxy to any
          shareholders of the Corporation in connection with the election of
          directors, and (6) any other information relating to the nominating
          shareholder that would be required to be made in a dissident's proxy
          circular in connection with solicitations of proxies for election of
          directors pursuant to the Act and applicable securities laws. Such
          notice must be accompanied by the written consent of each nominee to
          being named as a nominee and to serve as a director, if elected.
          Reference to "nominating shareholder" in this Section 3.02(d) shall be
          deemed to refer to each shareholder that nominates a person for
          election as director in the case of a nomination proposal where more
          than one shareholder is involved in making such nomination proposal.

     (e)  Further Information. The Corporation may require any proposed nominee
          to furnish such other information as may reasonably be required by the
          Corporation to determine the eligibility of such proposed nominee to
          serve as an independent director of the Corporation or that could be
          material to a reasonable shareholder's understanding of the
          independence, or lack thereof, of such proposed nominee.

                                       5
<PAGE>



     (f)  Determination of Eligibility. The chairman of the meeting shall have
          the power and duty to determine whether a nomination was made in
          accordance with the procedures set forth in the foregoing provisions
          and, if any proposed nomination is not in compliance with such
          foregoing provisions, to declare that such defective nomination shall
          be disregarded. The Board may, in its sole discretion, waive any
          requirement in this Section 3.02.

     (g)  Discussion Permitted. Nothing in this Section 3.02 shall be deemed to
          preclude discussion by a shareholder (as distinct from the nomination
          of directors) at a meeting of shareholders of any matter it is
          entitled to discuss pursuant to the Act.

     (h)  Meaning of Public Announcement. For purposes of this Section 3.02,
          "public announcement" shall mean disclosure in a press release
          reported by a national news service in Canada, or in a document
          publicly filed by the Corporation under its profile on the System of
          Electronic Document Analysis and Retrieval at www.sedar.com.

     (i)  Notice. Notwithstanding any other provision of the by-laws of the
          Corporation, notice given to the Secretary pursuant to this Section
          3.02 may only be given by personal delivery, facsimile transmission or
          by email (at such email address as may be stipulated from time to time
          by the Secretary for purposes of this notice), and shall be deemed to
          have been given and made only at the time it is served by personal
          delivery to the secretary at the address of the registered office of
          the Corporation, email (at the address as aforesaid) or sent by
          facsimile transmission (provided that receipt of confirmation of such
          transmission has been received); provided that if such delivery or
          electronic communication is made on a day which is a not a business
          day or later than 5:00 p.m. (Calgary time) on a day which is a
          business day, then such delivery or electronic communication shall be
          deemed to have been made on the subsequent day that is a business day.

3.03 CALLING AND NOTICE OF MEETINGS

Meetings of the board shall be called and held at such time and at such place as
the board, the chair of the board, lead director, the president or any two
directors may determine, and the secretary or any other officer shall give
notice of meetings when directed or authorized by such persons. Notice of each
meeting of the board shall be given in the manner provided in Section 9 to each
director not less than forty-eight (48) hours before the time when the meeting
is to be held unless waived in accordance with the Act. A notice of a meeting of
directors need not specify the purpose of or the business to be transacted at
the meeting, except where required by the Act. Notwithstanding the foregoing,
the board may from time to time fix a day or days in any month or months for
regular meetings of the board at a place and hour to be named, in which case no
other notice shall be required for any such regular meeting except where the Act
requires specification of the purpose or the business to be transacted thereat.
Provided that a quorum of directors is present, each newly elected board may,
without notice, hold its first meeting following the meeting of shareholders at
which such board was elected.

                                       6
<PAGE>



3.04 PLACE OF MEETINGS

Meetings of the board may be held at any place in or outside Alberta.

3.05 MEETINGS BY TELEPHONIC, ELECTRONIC OR OTHER COMMUNICATION FACILITY

A director may participate in a meeting of the board or of a committee of the
board by electronic means, telephone or other communication facilities that
permit all persons participating in the meeting to hear each other. A director
participating in such a meeting in such manner shall be considered present at
the meeting and at the place of the meeting.

3.06 QUORUM

Subject to the requirements under the Act requiring resident Canadians to be
present at any meeting of the board, the quorum for the transaction of business
at any meeting of the board shall consist of a majority of directors or such
greater or lesser number of directors as the board may from time to time
determine, provided that, if the board consists of only one director, the quorum
for the transaction of business at any meeting of the board shall consist of one
director.

3.07 CHAIR

The chair of any meeting of the board shall be the director present at the
meeting who is the first mentioned of the following officers as have been
appointed: chair of the board, lead director, president, chief executive
officer, chief financial officer, or a vice-president (in order of seniority).
If no such officer is present, the directors present shall choose one of their
number to be chair. If the secretary of the Corporation is absent, the chair of
the meeting shall appoint some person, who need not be a director, to act as
secretary of the meeting.

3.08 ACTION BY THE BOARD

At all meetings of the board every question shall be decided by a majority of
the votes cast on the question. A director participating in a meeting by
electronic means, telephone or other communication facilities may vote by means
of such facility. In case of an equality of votes the chair of the meeting shall
not be entitled to a second or casting vote but may request another vote. The
powers of the board may also be exercised by resolution in writing signed by all
the directors who would be entitled to vote on that resolution at a meeting of
the board.

3.09 ADJOURNED MEETING

Any meeting of directors may be adjourned from time to time by the chair of the
meeting, with the consent of the meeting, to a fixed time and place. The
adjourned meeting shall be duly constituted if a quorum is present and if it is
held in accordance with the terms of the adjournment. If there is no quorum
present at the adjourned meeting, the original meeting shall be deemed to have
terminated forthwith after its adjournment.

                                       7
<PAGE>



3.10 REMUNERATION AND EXPENSES

Subject to any unanimous shareholder agreement, the directors shall be paid such
remuneration for their services as the board may from time to time determine.
The directors shall also be entitled to be reimbursed for reasonable travelling
and other expenses properly incurred by them in attending meetings of the board
or any committee thereof. Nothing herein contained shall preclude any director
from serving the Corporation in any other capacity and receiving remuneration
therefor.

3.11 OFFICERS

The board from time to time may appoint one or more officers of the Corporation
and, without prejudice to rights under any employment contract, may remove any
officer of the Corporation. The powers and duties of each officer of the
Corporation shall be those determined from time to time by the board and, in the
absence of such determination, shall be those usually incidental to the office
held.

3.12 AGENTS AND ATTORNEYS

The board shall have the power from time to time to appoint agents or attorneys
for the Corporation in or outside Canada with such powers of management or
otherwise (including the power to sub-delegate) as may be thought fit.

                                  SECTION FOUR
                                   COMMITTEES

4.01 COMMITTEES OF THE BOARD

Subject to the Act, the board may appoint one or more committees of the board,
however designated, and delegate to any such committee any of the powers of the
board.

4.02 TRANSACTION OF BUSINESS

The powers of any committee of directors may be exercised by a meeting at which
a quorum is present or by resolution in writing signed by all the members of
such committee who would have been entitled to vote on that resolution at a
meeting of the committee. Meetings of any committee may be held at any place in
or outside Alberta.

4.03 PROCEDURE

Unless otherwise determined by the board, a quorum for meetings of any committee
shall be a majority of its members, each committee shall have the power to
appoint its chair and the rules for calling, holding, conducting and adjourning
meetings of the committee which, unless otherwise determined, shall be the same
as those governing the board. Each member of a committee shall serve during the
pleasure of the board and, in any event, only so long as such person shall be a
director. The directors may fill vacancies in a committee by appointment from
among their members. Provided that a quorum is maintained, the committee may
continue to exercise its powers notwithstanding any vacancy among its members.

                                       8
<PAGE>



                                  SECTION FIVE
                      PROTECTION OF DIRECTORS AND OFFICERS

5.01 LIMITATION OF LIABILITY

No director or officer for the time being of the Corporation shall be liable for
the acts, receipts, neglects or defaults of any other director or officer or
employee, or for joining in any receipt or act for conformity, or for any loss,
damage or expense happening to the Corporation through the insufficiency or
deficiency of title to any property acquired by the Corporation or for or on
behalf of the Corporation or for the insufficiency or deficiency of any security
in or upon which any of the moneys of or belonging to the Corporation shall be
placed or invested, or for any loss or damage arising from the bankruptcy,
insolvency or tortious act of any person, firm or corporation including any
person, firm or corporation with whom or with which any moneys, securities or
effects shall be lodged or deposited, or for any loss, conversion,
misapplication or misappropriation of or any damage resulting from any dealings
with any moneys, securities or other assets of or belonging to the Corporation
or for any other loss, damage or misfortune whatsoever which may happen in the
execution of the duties of his or her respective office or trust or in relation
thereto unless the same shall happen by or through his or her failure to
exercise the powers and to discharge the duties of his or her office honestly,
in good faith and with a view to the best interests of the Corporation and to
exercise the care, diligence and skill that a reasonably prudent person would
exercise in comparable circumstances.

5.02 INDEMNITY

The Corporation shall, to the maximum extent permitted under the Act or
otherwise by law, indemnify a director or officer of the Corporation, a former
director or officer of the Corporation, and a person who acts or acted at the
Corporation's request as a director or officer, or an individual acting in a
similar capacity, of another entity, and their heirs and legal representatives,
against all costs, charges and expenses, including any amount paid to settle an
action or satisfy a judgment, reasonably incurred by the individual in respect
of any civil, criminal, administrative, investigative or other proceeding to
which he or she is made a party to or involved by reason of that association
with the Corporation or such other entity (and, for the avoidance of doubt,
references to Corporation shall include any of the Corporation's predecessors or
successors, as the case may be).

5.03 ADVANCE OF COSTS

The Corporation shall, to the maximum extent permitted under the Act or
otherwise by law, advance moneys to an individual referred to in Section 5.02 to
defray the costs, charges and expenses of a proceeding referred to in Section
5.02 provided such individual shall repay the moneys advanced if the individual
does not fulfil the conditions set forth in the Act.

5.04 COURT APPROVAL

The Corporation shall use reasonable commercial efforts to obtain any court or
other approvals necessary for any indemnification pursuant to Section 5.02.

                                       9
<PAGE>



5.05 INDEMNITIES NOT EXCLUSIVE

The rights of any person to indemnification granted by the Act or this by-law
are not exclusive of any other rights to which any person seeking
indemnification may be entitled under any agreement, vote of shareholders or
directors, at law or otherwise, and shall continue as to a person who has ceased
to be a director, officer, employee or agent and will enure to the benefit of
the heirs and legal representatives of that person.

5.06 INSURANCE

The Corporation may purchase, maintain or participate in insurance for the
benefit of the persons referred to in Section 5.02 as the board may from time to
time determine.

                                  SECTION SIX
                                     SHARES

6.01 NON-RECOGNITION OF TRUSTS

Subject to the Act, the Corporation may treat as the absolute owner of any share
the person in whose name the share is registered in the securities register as
if that person had full legal capacity and authority to exercise all rights of
ownership, irrespective of any indication to the contrary through knowledge or
notice or description in the Corporation's records or on the share certificate.

6.02 JOINT SHAREHOLDERS

If two or more persons are registered as joint holders of any share:

     (a)  the Corporation shall record only one address on its books for such
          joint holders;

     (b)  the address of such joint holders for all purposes with respect to the
          Corporation shall be their recorded address; and

     (c)  any one of such persons may give effectual receipts for the
          certificate issued in respect thereof or for any dividend, bonus,
          return of capital or other money payable or warrant issuable in
          respect of such share.

6.03 LIEN FOR INDEBTEDNESS

If the articles provide that the Corporation has a lien on any shares registered
in the name of a shareholder or his or her legal representative for a debt of
that shareholder to the Corporation, such lien may be enforced, subject to the
articles and to any unanimous shareholder agreement, by the sale of the shares
thereby affected or by any other action, suit, remedy or proceeding authorized
or permitted by law or by equity and, pending such enforcement, the Corporation
may refuse to register a transfer of the whole or any part of such shares.

                                       10
<PAGE>



                                 SECTION SEVEN
                                   DIVIDENDS

7.01 DIVIDEND CHEQUES

A dividend payable in cash shall be paid by cheque of the Corporation or of any
dividend paying agent appointed by the board, to the order of each registered
holder of shares of the class or series in respect of which it has been declared
and mailed by prepaid ordinary mail to such registered holder at the
shareholder's recorded address, unless such holder otherwise directs and the
Corporation agrees to follow such direction. In the case of joint holders the
cheque shall, unless such joint holders otherwise direct and the Corporation
agrees to follow such direction, be made payable to the order of all of such
joint holders and mailed to them at their recorded address. The mailing of such
cheque as aforesaid, unless the same is not paid on due presentation, shall
satisfy and discharge the liability for the dividend to the extent of the sum
represented thereby plus the amount of any tax which the Corporation is required
to and does withhold. Alternatively, dividends payable in money may be paid to
shareholders by such form of electronic funds transfer as the board considers
appropriate.

7.02 NON-RECEIPT OF CHEQUES

In the event of non-receipt of any dividend cheque by the person to whom it is
sent as aforesaid, the Corporation shall issue to such person a replacement
cheque for a like amount on such terms as to indemnity, reimbursement of
expenses and evidence of non-receipt and of title as the board may from time to
time prescribe, whether generally or in any particular case. No dividend shall
bear interest against the Corporation.

7.03 UNCLAIMED DIVIDENDS

Any dividend unclaimed after a period of six years from the date on which the
same has been declared to be payable shall be forfeited and shall revert to the
Corporation.

                                 SECTION EIGHT
                            MEETINGS OF SHAREHOLDERS

8.01 PLACE OF MEETINGS

Meetings of the shareholders shall be held at such place within Alberta as the
board shall determine. Subject to the Act, meetings may be held outside of
Alberta.

8.02 PARTICIPATION IN MEETING BY ELECTRONIC MEANS

Any person entitled to attend a meeting of shareholders may participate in the
meeting, in accordance with the Act, by electronic means, telephone or other
communication facility that permits all participants to hear each other or
otherwise communicate with each other during the meeting, if the Corporation
makes available such a communication facility. A person participating in a
meeting of shareholders by such means shall be deemed to be present at the
meeting.

8.03 ELECTRONIC MEETINGS

If the board or the shareholders call a meeting of shareholders, the board or
those shareholders, as the case may be, may determine that the meeting shall be
held, in accordance with the Act, entirely by electronic means, telephone or
other communication facility that permits all participants to communicate
adequately with each other during the meeting.

                                       11
<PAGE>



8.04 CHAIR, SECRETARY AND SCRUTINEERS

The chair of any meeting of shareholders, who need not be a shareholder, shall
be the first mentioned of the following officers as has been appointed and is
present at the meeting: chair of the board, lead director, president, chief
executive officer, chief financial officer or a vice-president (in order of
seniority). If no such officer is present and willing to act as chair within
fifteen (15) minutes from the time fixed for holding the meeting of
shareholders, the persons present and entitled to vote shall choose one of their
number to be chair. The chair shall conduct the proceedings at the meeting in
all respects and his or her decision in any matter or thing, including, but
without in any way limiting the generality of the foregoing, any question
regarding the validity or invalidity of any instruments of proxy and any
question as to the admission or rejection of a vote, shall be conclusive and
binding upon the shareholders. The secretary of any meeting of shareholders
shall be the secretary of the Corporation, provided that, if the Corporation
does not have a secretary or if the secretary of the Corporation is absent, the
chair shall appoint some person, who need not be a shareholder, to act as
secretary of the meeting. The board may from time to time appoint in advance of
any meeting of shareholders one or more persons to act as scrutineers at such
meeting and, in the absence of such appointment, the chair may appoint one or
more persons to act as scrutineers at any meeting of shareholders. Scrutineers
so appointed may, but need not be, shareholders, directors, officers or
employees of the Corporation.

8.05 PERSONS ENTITLED TO BE PRESENT

The only persons entitled to be present at a meeting of shareholders shall be;
(a) those entitled to vote at such meeting; (b) the directors and auditors of
the Corporation; (c) others who, although not entitled to vote, are entitled or
required under any provision of the Act, the articles or the by-laws to be
present at the meeting; (d) legal counsel to the Corporation when invited by the
Corporation to attend the meeting; and (e) any other person on the invitation of
the chair or with the consent of the meeting.

8.06 QUORUM

A quorum for the transaction of business at any meeting of shareholders shall be
at least two persons present in person, each being a shareholder entitled to
vote thereat or a duly appointed proxy or representative for an absent
shareholder so entitled, and representing in the aggregate not less than ten
percent (10%) of the outstanding shares of the Corporation carrying voting
rights at the meeting, provided that, if there should be only one shareholder
entitled to vote at any meeting of shareholders, the quorum for the transaction
of business at the meeting of shareholders shall consist of the one shareholder.

8.07 REPRESENTATIVES

The authority of an individual to represent a body corporate or association at a
meeting of shareholders shall be established by depositing with the Corporation
a certified copy of the resolution of the directors or governing body of the
body corporate or association, as the case may be, granting such authority, or
in such other manner as may be satisfactory to the chair of the meeting.

                                       12
<PAGE>



8.08 ACTION BY SHAREHOLDERS

The shareholders shall act by ordinary resolution unless otherwise required by
the Act, articles, by-laws or any unanimous shareholder agreement. In case of an
equality of votes either upon a show of hand or upon a poll, the chair of the
meeting shall not be entitled to a second or casting vote but may request
another vote.

8.09 SHOW OF HANDS

Upon a show of hands, every person who is present and entitled to vote shall
have one vote. Whenever a vote by show of hands shall have been taken upon a
question, unless a ballot thereon is required or demanded, a declaration by the
chair of the meeting that the vote upon the question has been carried or carried
by a particular majority or not carried and an entry to that effect in the
minutes of the meeting shall be prima facie evidence of the fact without proof
of the number or proportion of the votes recorded in favour of or against any
resolution or other proceeding in respect of the said question, and the result
of the vote so taken shall be the decision of the shareholders upon the said
question.

8.10 BALLOTS

A ballot required or demanded shall be taken in such manner as the chair of the
meeting shall direct. A requirement or demand for a ballot may be withdrawn at
any time prior to the taking of the ballot. If a ballot is taken each person
present shall be entitled, in respect of the shares which he or she is entitled
to vote at the meeting upon the question, to that number of votes provided by
the Act or the articles, and the result of the ballot so taken shall be the
decision of the shareholders upon the said question.

8.11 ELECTRONIC VOTING

Notwithstanding Section 8.09, any vote referred to in Section 8.08 may be held,
in accordance with the Act, partially or entirely by electronic means, telephone
or other communication facility, if the Corporation has made available such a
facility. Any person participating in a meeting of shareholders under Sections
8.02 or 8.03 and entitled to vote at the meeting may vote, in accordance with
the Act by electronic means, telephone or other communication facility that the
Corporation has made available such purpose.

8.12 RESOLUTION IN LIEU OF MEETING

A resolution in writing signed by all the shareholders entitled to vote on that
resolution at a meeting of shareholders is as valid as if it had been passed at
a meeting of shareholders. A resolution in writing may be signed in one or more
counterparts.

                                  SECTION NINE
                                    NOTICES

9.01 METHOD OF GIVING NOTICES

Any notice (which term includes any communication or contract document or
instrument in writing, or electronic document) to be given (which term includes
sent, delivered or served) pursuant to the Act, the articles or the by-laws or
otherwise to a shareholder, director, officer, or auditor or member of a
committee of the board shall be sufficiently given if delivered personally to
the person to whom it is to be given or if delivered to the person's record
address or if mailed to such person at such record address by prepaid mail or if
sent to such person by electronic means as permitted by, and in accordance with,
the Act. The secretary may change or cause to be changed the recorded address of
any shareholder, director, officer, auditor or member of a committee of the
board in accordance with any information believed by the secretary to be
reliable. The foregoing shall not be construed so as to limit the manner or
effect of giving notice by any other means of communication otherwise permitted
by law.

                                       13
<PAGE>



9.02 NOTICE TO JOINT HOLDERS

If two or more persons are registered as joint holders of any share, any notice
may be addressed to all of such joint holders but notice addressed to one of
such persons shall be sufficient notice to all of them.

9.03 COMPUTATION OF TIME

In computing the date when notice must be given under any provision requiring a
specified number of days' notice of any meeting or other event, the date of
giving the notice shall be excluded and the date of the meeting or other event
shall be included.

9.04 OMISSIONS AND ERRORS

The accidental omission to give any notice to any shareholder, director,
officer, auditor or member of a committee of the board or the non-receipt of any
notice by any such person or any error in any notice not affecting the substance
thereof shall not invalidate any action taken at any meeting held pursuant to
such notice or otherwise founded thereon.

9.05 PERSONS ENTITLED BY DEATH OR OPERATION OF LAW

Every person who, by operation of law, transfer, death of a shareholder or any
other means whatsoever shall become entitled to any share, shall be bound by
every notice in respect of such share which shall have been duly given to the
shareholder from whom such person derives title to such share prior to such
person's name and address being entered on the securities register (whether such
notice was given before or after the happening of the event upon which such
person became so entitled) and prior to such person furnishing to the
Corporation the proof of authority or evidence of such person's entitlement
prescribed by the Act.



                                       14
<PAGE>

                                 SECTION TEN
                                 EFFECTIVE DATE

10.01 EFFECTIVE DATE

This by-law shall come into force when made by the board in accordance with the
Act.

10.02 REPEAL

All previous by-laws of the Corporation are repealed as of the coming into force
of this by-law. Such repeal shall not affect the previous operation of any
by-law so repealed or affect the validity of any act done or right, privilege,
obligation or liability acquired or incurred under, or the validity of any
contract or agreement made pursuant to, or the validity of any articles or
predecessor charter documents of the Corporation obtained pursuant to, any such
by-law prior to its repeal. All officers and persons acting under any by-law so
repealed shall continue to act as if appointed under the provisions of this
by-law and all resolutions of the shareholders or the board or a committee of
the board with continuing effect passed under any repealed by-law shall continue
good and valid except to the extent inconsistent with this by-law and until
amended or repealed.


                             ---------------------------------------------------
                             President



CONFIRMED by the Shareholders in accordance with the Act the _____ day of
September, 2013.

                             ---------------------------------------------------
                             Director









                                       15
<PAGE>


                                   APPENDIX G

                     AUSTRALIAN-CANADIAN OIL ROYALTIES LTD.

       SECTION 237-247 OF THE BUSINESS CORPORATION ACT (BRITISH COLUMBIA)

                                 DISSENT RIGHTS










<PAGE>

                                   APPENDIX H

                      COMPARISON OF THE BCBCA AND THE ABCA

The following is a summary comparison of the provisions of the BCBCA and the
ABCA which pertain to the rights of shareholders. This summary is not intended
to be exhaustive and shareholders should consult their legal advisors regarding
all of the implications of the Continuance.

<TABLE>
<S>     <C>     <C>     <C>     <C>     <C>

--------------------------- ------------------------------------------ ------------------------------------------
                            BCBCA                                      ABCA
--------------------------- ------------------------------------------ ------------------------------------------
SALE OF COMPANY'S           Under the BCBCA, the directors of a        The ABCA requires approval of  the  holders
UNDERTAKING                 corporation may dispose of all or of       two-thirds of the shares of a
                            substantially all  of  the undertaking of  corporation represented at  a duly called
                            the corporation only  if  it  is  in  the  meeting  to  approve  a  sale,  lease  or
                            ordinary  course  of   the  corporation's  exchange of  all  or substantially all of
                            business  or  with  shareholder  approval  the property of  a corporation, if such a
                            authorized  by  special resolution. Under  sale, lease  or exchange is  not  in  the
                            the BCBCA, a special resolution will need  ordinary  business  of  the  corporation.
                            to  be approved by  a "special majority",  Each share of the corporation carries the
                            which means  the majority specified in  a  right to vote in respect of a sale, lease
                            corporation's  articles   of   at   least  or exchange of  all  or substantially all
                            two-thirds   and   not   more   than   by  of the property of  a corporation whether
                            three-quarters of the votes cast by those  or not  it otherwise carries the right to
                            shareholders voting in person or by proxy  vote. Holders of shares  of  a  class  or
                            at  a general meeting of  the corporation  series can vote separately only  if  that
                            or,  if  the articles do  not contemplate  class or series is affected by  the sale,
                            such a provision, two-thirds of  the vote  lease or exchange in  a  manner different
                            cast on the resolution.                    from  the  shares  of  another  class  or
                                                                       series.
--------------------------- ------------------------------------------ ------------------------------------------
AMENDMENTS  TO  THE         Changes to the articles of a corporation   Under the ABCA substantive changes to the
CHARTER DOCUMENTS OF THE    under the BCBCA will be affected by the    charter documents of a corporation
COMPANY                     type of resolution specified in  the       require a resolution passed by  not  less
                            articles  of  a  corporation, which,  for  than two-thirds of  the votes cast by the
                            many  alterations,  including  change  of  shareholders  voting  on  the  resolution
                            name  or  alterations  to  the  articles,  authorizing the alteration and, where the
                            could provide  for approval solely  by  a  certain specified rights  of  the holders
                            resolution  of   the  directors.  In  the  of   a   class  of  shares  are  affected
                            absence of anything in the articles, most  differently by  the  alteration than  the
                            corporate  alterations  will  require   a  rights of the holders of other classes of
                            special resolution. .  Alteration of  the  shares, a resolution passed by  not  less
                            special rights  and restrictions attached  than two-thirds of  the votes cast by the
                            to issued shares requires, in addition to  holders  of  all  of  the  shares  of   a
                            any  resolution  provided  for   by   the  corporation, whether  or  not  they carry
                            articles, consent by a special resolution  the  right   to   vote,  and   a  special
                            of the holders of  the class or series of  resolution of  each class,  or series, as
                            shares affected. A  proposed amalgamation  the case may  be, even  if  such class or
                            or continuation of  a corporation out  of  series is not otherwise entitled to vote.
                            the  jurisdiction  requires   a   special  A   resolution  to  amalgamate  an   ABCA
                            resolution as described above.             corporation requires a special resolution
                                                                       passed by  the holders of  each class  of
                                                                       shares  or  series  of shares, whether or
                                                                       not such shares otherwise carry the right
                                                                       to  vote,  if  such class  or  series  of
                                                                       shares are affected differently.
--------------------------- ------------------------------------------ ------------------------------------------
<PAGE>

--------------------------- ------------------------------------------ ------------------------------------------
RIGHTS  OF DISSENT AND      The BCBCA provides that shareholders,      The ABCA contains a similar dissent
APPRAISAL                   including beneficial holders, who dissent  remedy ..
                            from  certain actions being  taken  by  a
                            corporation,  may  exercise  a  right  of
                            dissent  and  require  the corporation to
                            purchase  the   shares   held   by   such
                            shareholder at  the  fair value  of  such
                            shares. The  dissent right  is applicable
                            where the corporation proposes to:
                            1. continue out of the jurisdiction;
                            2. sell  the  whole  or substantially the
                            whole of the corporation's undertaking or
                            business;
                            3. adopt an amalgamation agreement or
                            approve an amalgamation; and
                            4. amend  its articles  to add, change or
                            remove any restriction on the business or
                            businesses that the corporation may carry on;
                            5. approve an arrangement if its terms
                            provide dissent rights; and
                            6. take  any  other  action  if  the
                            resolution gives rise to dissent rights.
--------------------------- ------------------------------------------ ------------------------------------------
OPPRESSION  REMEDIES        Under the BCBCA, a shareholder, including  Under the ABCA, a shareholder, former
                            a beneficial shareholder, or any other     shareholder, director, former director,
                            person whom the court considers            officer,  former officer of a corporation
                            appropriate, may apply to the court for    or any of its affiliates, or any other
                            an oppression remedy where the             person who, in the discretion of a court,
                            corporation has acted, or its affairs      is  a  proper  person  to seek an oppression
                            have been conducted, in a manner that is   remedy may  apply  to  a court for an order
                            oppressive or unfairly prejudicial  to one to rectify the matters complained of
                            or more  of  the shareholders, including   where in respect of a corporation or any
                            the applicant. An applicant may also,      of its  affiliates, (i) any act or
                            with leave of the court, defend a legal    omission of a corporation or its
                            proceeding brought against a corporation.  affiliates effects a result, (ii) the
                                                                       business or affairs  of  a corporation or
                                                                       its affiliates are or have been exercised
                                                                       in  a manner,or (iii) the powers of  the
                                                                       directors  have been exercised in  a
                                                                       manner,that  is oppressive  or  unfairly
                                                                       prejudicial to, or that unfairly
                                                                       disregards the interest of, any security
                                                                       holder, creditor, director or officer.
                                                                       The incorporation  of the concept of
                                                                       "unfairly  disregards the interest of"
                                                                       broadens  the scope of the oppression
                                                                       remedy  as  compared  to that  which  is
                                                                       provided under the BCBCA. In the context
                                                                       of  an oppression action under the  ABCA,
                                                                       the court  has  wide powers  to  order  a
                                                                       remedy   for the complained action,
                                                                       including almost any corporate action  up
                                                                       to  and  including  winding  up of the
                                                                       corporation.
--------------------------- ------------------------------------------ ------------------------------------------


<PAGE>

--------------------------- ------------------------------------------ ------------------------------------------

SHAREHOLDER DERIVATIVE      Under the BCBCA, a shareholder, including  A broader right to bring a derivative
ACTIONS                     a beneficial shareholder, a director of a  action is contained in the ABCA and this
                            corporation or  any other person whom the  right  extends  to  officers,  creditors,
                            court  considers appropriate,  may,  with  former shareholders, directors or
                            leave  of  the court, bring  an action in  officers  of a corporation or  its
                            the name and on behalf of the corporation  affiliates, and  any person who, in the
                            to  enforce  an  obligation owed  to  the  discretion of  the court,  is  a  proper
                            corporation that could be enforced by the  person to make an application to court to
                            corporation itself  or  to obtain damages  bring  a derivative action. In addition,
                            for any breach of such  an obligation. An  the ABCA permits derivative actions to be
                            applicant may  also, with  leave  of  the  commenced in the name and on behalf of  a
                            court, defend a  legal proceeding brought  corporation or any of its subsidiaries.
                            against a corporation.
--------------------------- ------------------------------------------ ------------------------------------------
REQUISITION OF MEETINGS     The BCBCA provides that one or more        The ABCA permits the holders of not less
                            shareholders of a corporation holding not  than 5% of the issued shares that carry
                            less than 5% of the issued voting shares   the right to vote at a meeting sought to
                            of the corporation may give notice to the  be held to require the directors to call
                            directors requiring them (subject to       and hold a meeting of the shareholders of
                            certain exemptions) to call and hold a     the corporation for the purposes stated
                            general meeting which meeting must be      in the requisition. If the directors do
                            held within four months.                   not call a meeting within 21 days of
                                                                       receiving the requisition, any
                                                                       shareholder who signed the requisition
                                                                       may call the meeting.
--------------------------- ------------------------------------------ ------------------------------------------
PLACE  OF  MEETINGS         The  BCBCA  requires all meetings of       The ABCA provides that meetings of
                            shareholders to be held in British         shareholders may be held outside Alberta
                            Columbia unless a location outside  the    where  the  Articles  so provide.
                            province is provided  for in the
                            articles,  approved  by an ordinary
                            resolution before the meeting or approved
                            in writing by the Registrar.

--------------------------- ------------------------------------------ ------------------------------------------
</TABLE>