Filed by Automated Filing Services Inc. (604) 609-0244 - Viceroy Exploration Ltd. - Exhibit 4.5





Exhibit 4.5



VICEROY EXPLORATION LTD.

  Suite 520 – 700 West Pender Street 

  Vancouver, B.C. V6C 1G8 

INFORMATION CIRCULAR 

(As at March 21, 2005, and in Canadian dollars except as indicated)


SOLICITATION OF PROXIES

 This information circular is furnished in connection with
  the solicitation of proxies by the management of Viceroy Exploration Ltd. (the
  “Company”) for use at the annual general and special meeting to
  be held on April 22, 2005 and any adjournments thereof (the “Meeting”).
  Unless the context otherwise requires, when we refer in this information circular
  to the Company, its subsidiaries are also included. The solicitation will be
  conducted primarily by mail but may be supplemented by telephone or other personal
  contact to be made by officers and employees of the Company without special
  compensation or by agents retained and compensated for that purpose. The cost
  of solicitation will be borne by the Company. 


APPOINTMENT OF PROXYHOLDER

 A duly completed form of proxy will constitute the person(s)
  named in the enclosed form of proxy as the shareholder's proxyholder. The persons
  whose names are printed in the enclosed form of proxy for the Meeting are directors
  or officers of the Company (the “Management Proxyholders”). 

 A shareholder has the right to appoint a person other than
  the Management Proxyholders, to represent them at the Meeting by striking out
  the names of the Management Proxyholders and by inserting the desired person's
  name in the blank space provided or by executing a proxy in a form similar to
  the enclosed form. A proxyholder need not be a shareholder. 


VOTING BY PROXY

 Common shares of the Company represented by properly executed
  proxies in the accompanying form will be voted or withheld from voting on each
  respective matter in accordance with the instructions of the shareholder on
  any ballot that may be called for. 

 If no choice is specified and one of the Management Proxyholders
  is appointed by a shareholder as proxyholder, such person will vote in favour
  of the matters proposed at the Meeting and for all other matters proposed by
  management at the Meeting. 

 The enclosed form of proxy also confers discretionary authority
  upon the person named therein as proxyholder with respect to amendments or variations
  to matters identified in the Notice of the Meeting and with respect to other
  matters which may properly come before the Meeting. At the date of this information
  circular, management of the Company knows of no such amendments, variations
  or other matters to come before the Meeting. 


COMPLETION AND RETURN OF PROXY

 Each proxy must be dated and signed by the Intermediary (see
  “Non-Registered Holders” below) acting on behalf, of a shareholder,
  or by the shareholder or his/her attorney authorized in writing. In case of
  a corporation, the proxy must be dated and executed under its corporate seal
  or signed by a duly authorized officer or attorney for the corporation. 

 Completed forms of proxy must be deposited at the office of
  the Company’s registrar and transfer agent, Computershare Trust Company
  of Canada, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J
  2Y1, not later than forty-eight (48) hours, excluding Saturdays, Sundays and
  holidays, prior to the time of the Meeting, unless the chairman of the Meeting
  elects to exercise his discretion to accept proxies received subsequently. 









NON-REGISTERED HOLDERS

 Only registered shareholders or duly appointed proxyholders
  are permitted to vote at the Meeting. Most shareholders of the Company are “non-registered”
  shareholders because the shares they own are not registered in their names but
  are instead registered in the name of the brokerage firm, bank or trust company
  through which they purchased the shares. More particularly, a person
  is not a registered shareholder in respect of shares which are held on behalf
  of that person (the “Non-Registered Holder”) but which are registered
  either (a) in the name of an intermediary (an “Intermediary”) that
  the Non-Registered Holder deals with in respect of the shares (Intermediaries
  include, among others, banks, trust companies, securities dealers or brokers
  and trustees or administrators or self-administered RRSP’s, RRIF’s,
  RESP’s and similar plans); or (b) in the name of a clearing agency (such
  as The Canadian Depository for Securities Limited (“CDS”)) of which
  the Intermediary is a participant. In accordance with the requirements of National
  Policy 54-101 of the Canadian Securities Administrators, the Company has distributed
  copies of the Notice of Meeting, the Information Circular and the Proxy (collectively,
  the “Meeting Materials”) to the clearing agencies and Intermediaries
  for onward distribution to Non-Registered Holders.

 Intermediaries are required to forward the Meeting Materials
  to Non-Registered Holders unless a Non-Registered Holder has waived the right
  to receive them. Very often, Intermediaries will use service companies to forward
  the Meeting Materials to Non-Registered Holders. Generally, Non-Registered Holders
  who have not waived the right to receive Meeting Materials will either: 

	 (a)      	 be given a form of proxy which has already been
        signed by the Intermediary (typically by a facsimile, stamped signature),
        which is restricted as to the number of shares beneficially owned by the
        Non-Registered Holder but which is otherwise not completed. Because the
        Intermediary has already signed the form of proxy, this form of proxy
        is not required to be signed by the Non-Registered Holder when submitting
        the proxy. In this case, the Non-Registered Holder who wished to submit
        a proxy should otherwise properly complete the form of proxy and deliver
        it to Computershare Trust Company of Canada as provided above;
        or 

	 
	 (b)      	 more typically, be given a voting instruction form
        which is not signed by the Intermediary, and which, when properly
        completed and signed by the Non-Registered Holder and returned to the
        Intermediary or its service company, will constitute voting instructions
        (often called a “proxy authorization form”) which the Intermediary
        must follow. Typically, the proxy authorization form will consist of a
        one page pre-printed form. Sometimes, instead of the one page pre-printed
        form, the proxy authorization form will consist of a regular printed proxy
        form accompanied by a page of instructions which contains a removable
        label containing a bar-code and other information. In order for the form
        of proxy to validly constitute a proxy authorization form, the Non-Registered
        Shareholder must remove the label from the instructions and affix it to
        the form of proxy, properly complete and sign the form of proxy and return
        it to the Intermediary or its service company in accordance with the instructions
        of the Intermediary or its service company. 



 In either case, the purpose of this procedure is to permit
  Non-Registered Holders to direct the voting of the shares which they beneficially
  own. Should a Non-Registered Holder who receives one of the above forms wish
  to vote at the Meeting in person, the Non-Registered Holder should strike out
  the names of the Management Proxyholders and insert the Non-Registered Holder’s
  name in the blank space provided. In either case, Non-Registered Holders
  should carefully follow the instructions of their Intermediary, including those
  regarding when and where the proxy or proxy authorization form is to be delivered.


REVOCABILITY OF PROXY

 Any registered shareholder who has returned a proxy may revoke
  it at any time before it has been exercised. In addition to revocation in any
  other manner permitted by law, a proxy may be revoked by instrument in writing,
  including a proxy bearing a later date, executed by the registered shareholder
  or by his attorney authorized in writing or, if the registered shareholder is
  a corporation, under its corporate seal or by an officer or attorney thereof
  duly authorized. The instrument revoking the proxy must be deposited at the
  registered office of the Company, at any time up to and including the last business
  day preceding the date of the Meeting, or any adjournment thereof, or with the
  chairman of the Meeting on the day of the Meeting. Only registered shareholders
  have the right to revoke a proxy. Non-Registered Holders who wish to change
  their vote must, at least 7 days before the Meeting, arrange for their respective
  Intermediaries to revoke the proxy on their behalf. 

 2









VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF 

 The authorized capital of the Issuer consists of an unlimited
  number of first preferred shares without par value; an unlimited number of second
  preferred shares without par value; and an unlimited number of common shares
  without par value. As at March 21, 2005 , 35,620,308 common shares, no first
  preferred shares and no second preferred shares were issued and outstanding.
  The holders of common shares are entitled to one vote for each common share
  held. Holders of common shares of record at the close of business on March 22,
  2005 will be entitled to receive notice of and vote at the Meeting. 

 To the knowledge of the directors and senior officers of the
  Company, no person beneficially owns, directly or indirectly, or exercises control
  or direction over shares carrying more than 10% of the voting rights attached
  to all shares of the Company.


ELECTION OF DIRECTORS

 The directors of the Company are elected at each annual general
  meeting and hold office until the next annual general meeting or until their
  successors are appointed. In the absence of instructions to the contrary, the
  enclosed proxy will be voted for the nominees herein listed. 

 Shareholder approval will be sought to fix the number of directors
  of the Company at seven (7), which is the current number of directors. 

 The Company has a compensation committee, a corporate governance
  committee and an audit committee. Members of these committees are as set out
  below. 

 Management of the Company proposes to nominate each of the
  following persons for election as a director. Information concerning such persons,
  as furnished by the individual nominees as at March 21, 2005, is as follows:


	 Name and municipality of

      residence and position 	 Principal occupation or

      employment and, if not a
 previously elected director,

      occupation during the past 5 years 	 Previous service

      as a director 	 Number of common

      shares beneficially

      owned or, directly or

      indirectly controlled 
	 W. David Black (1) (2) (3)

      Vancouver, British Columbia

      Director  	 Associate Counsel, DuMoulin Black since January
      2004; Partner, DuMoulin Black, from 1968 to December 2003.	 Since March

      2003 	 210,720 common shares and options to

      acquire 250,000 common shares
	 Richard M. Colterjohn

      Toronto, Ontario

      Director 	 Managing Partner, Glencoban Capital Management Inc.,
      October 2003 to present; President and CEO, Centenario Copper Corporation,
      March 2004 to present; Senior officer in corporate finance department, UBS
      Bunting Warburg Inc., April 1992 to April 2002, and Director of UBS Bunting
      Warburg Inc., April 1997 to April 2002. Also a director of Cumberland Resources
      Ltd. and Canico Resource Corp.  	 Since October

      2004 	 150,000 common shares, options to

      acquire 250,000 common shares and warrants to acquire 75,000 common shares.
    
	 Eric Cunningham (3) 
      

      Toronto, Ontario

      Director  	 Mining Consultant  	 Since December

      2003 	 230,840 common shares and options to acquire 150,000
      common shares


 3 



 

	 Patrick G. Downey  

      North Vancouver, British  

      Columbia  

      President, CEO & Director  	 President and CEO of the Company; Professional Engineer
      and Principal of P. Downey & Associates; President and Director of Oliver
      Gold Corporation, November 1997 to February 2002; Director of Canico Resource
      Corporation, February 2002 to February 2003; President & C.E.O., Consolidated
      Trillion Resources Ltd., January 1999 to December 2003. 	 Since December

      2003	 679,326 common shares and options to acquire 450,000
      common shares
	 Michael H. Halvorson (1) (2) 
      

      Edmonton, Alberta  

      Director  	 President of Halcorp Capital Ltd., a private investment
      and consulting company, since 1980.	 Since March

      2003 	 521,906 common shares and options to acquire 250,000
      common shares 
 
	 Robert V. Matthews (1)(2) 
      

      North Vancouver, British

      Columbia  

      Director  	 President, Sheppards Building Materials Inc. 	 Since March

      2003 	 234,000 common shares and options to acquire 150,000
      common shares 
	 Ronald K. Netolitzky (3) 
      

      Victoria, British Columbia 

      Chairman & Director  	 Chairman since April 2003; past President March
      2003 to December 2003; Chairman of Consolidated Trillion Resources Ltd.
      from January 1999 to December 2003; Consulting Geologist, Keewatin Consultants,
      a division of Chintz & Co., 49.6% held by Mr. Netolitzky.	 Since March

      2003 	 1,413,987 common shares and options to acquire
      300,000 common shares




	 	 (1)	 Member of the audit committee. 
	 	 (2)	 Member of the compensation committee. 
	 	 (3)	 Member of the corporate governance committee. 



No proposed director:

	 (a)      	 is, as at the date of the Information
        Circular, or has been, within 10 years before the date of the Information
        Circular, a director or executive officer of any company (including the
        Company) that, while that 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
        director or executive officer ceased to be a director or executive officer,
        in the company 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)      	 or 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 



 4




 

	 (b)	 has, within the 10 years before the date of the
        Information Circular, 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. 




EXECUTIVE COMPENSATION

 The following table (presented in accordance with the rules
  (the "Rules”) made under the Securities Act (British Columbia)) sets forth
  all annual and long term compensation for services in all capacities to the
  Company and its subsidiaries for the two most recently completed financial years
  (to the extent required by the Rules) in respect of each of the individuals
  comprised of the Chief Executive Officer and the Chief Financial Officer as
  at December 31, 2004 and the other three most highly compensated executive officers
  of the Company as at December 31, 2004 whose individual total compensation for
  the most recently completed financial year exceeded $150,000 and any individual
  who would have satisfied these criteria but for the fact that individual was
  not serving as such an officer at the end of the most recently completed financial
  year (collectively the "Named Executive Officers” or “NEOs”).


Summary Compensation Table

	  	 Annual Compensation  	 Long-Term Compensation  	  
	  	 Awards  	 Payouts  
	Name and Principal 

      Position	 Fiscal

      Year

      ended

      Dec 31st(1) 	Salary(2)
  ($)
    	Bonus

      ($) 	 Other

      Annual

      Compen-

      sation

      ($) 	 Securities

      Under

      Options

      Granted

      (#) 	 Restricted

      Shares or

      Restricted

      Share Units

      (#) 	LTIP

      Payouts

      ($) 	 All Other

      Compen-

      sation

      ($)() 
	 Patrick G. Downey  

      President & CEO (3) 	 2004  	 150,000  	 25,000  	 Nil  	 400,000  	 Nil  	 Nil  	 Nil  
	 2003  	 12,500  	 Nil  	 Nil  	 400,000  	 Nil  	 Nil  	 Nil  
	Ronald K. Netolitzky 

      Chairman (Past President & CEO) (4)  	 2004  	 95,000  	 17,000  	 Nil  	 300,000  	 Nil  	 Nil  	 Nil  
	 2003  	 45,000  	 Nil  	 Nil  	 400,000  	 Nil  	 Nil  	 Nil  
	 John P. Fairchild

      CFO (5)  	 2004  	 102,027  	 10,000  	 Nil  	 150,000  	 Nil  	 Nil  	 Nil  
	 2003  	 -  	 -  	 -  	 -  	 -  	 -  	 -  




	 	 (1)      	 The Company was incorporated on March 31, 2003 and
        has only two completed financial years. 

	 
	 	 (2)      	 Includes consulting fees paid to the Named Executive Officers. 
	 
	 	 (3)      	 Mr. Downey was appointed December 2003. His remuneration,
        which commenced December 2003 at $12,500 per month and increased in
        January 2005 to $15,000 per month, is paid to Downey & Associates,
        a company controlled by Mr. Downey. 

	 
	 	 (4)      	 Previous President & C.E.O. of the Company from
        April to December 2003. Mr. Netolitzky’s remuneration, which commenced
        in July 2003 at $7,500 per month and increased in October 2004 to
        $9,167 per month, is paid to Keewatin Consultants, a division of Chintz
        & Co., 49.6% held by Mr. Netolitzky.

	 
	 	 (5)      	 Appointed April 2004 with remuneration of $568 per day. 



Long Term Incentive Plans (LTIP) Awards

 The Company does not have a LTIP, pursuant to which cash or
  non-cash compensation intended to serve as an incentive for performance (whereby
  performance is measured by reference to financial performance or the price of
  the Company’s securities) was paid or distributed to the Named Executive
  Officers during the most recently completed financial year. 

 5









Option/Stock Appreciation Rights (“SAR”) Grants During the Most Recently Completed Financial Year 

 The following table sets forth stock options granted under
  the Company’s Stock Option Plan or otherwise during the most recently
  completed financial year to each of the Named Executive Officers. 

	Name 	 Securities

      Under

      Options/

      SARs

      Granted

      (#) 	 % of Total

      Options/SARs

      Granted to

      Employees in

      Financial

      Year 	Exercise or

      Base Price

      ($/Security) 	 Market Value 
 of Securities

      Underlying

      Options/SARs

      on the Date of 
 Grant

      ($/Security) 	Expiration

      Date 
	 Patrick G. Downey 

      President & CEO  	 -  	 -  	 -  	 -  	 -  
	 Ronald K. 

      Netolitzky

      Chairman (Past

      President & CEO) 	 -  	 -  	 -  	 -  	 -  
	 John P. Fairchild

      Chief Financial

      Officer 	 150,000  	 11.6  	 1.27  	 1.27  	 Apr 2/09  




Aggregated Option Exercises in Last Financial Year and Financial Year-End Option
Values 
 The following table sets forth details of all exercise of
  stock options during the most recently completed financial year by each of the
  Named Executive Officers, the number of unexercised options held by the Named
  Executive Officers and the financial year-end value of unexercised options on
  an aggregated basis.

	Name 	 Common

      Shares

      Acquired

      on Exercise

      (#) 	Aggregate

      Value

      Realized

      ($) 	 Unexercised

      Options at

      Financial Year

      End

      (#) Exercisable/

      Unexercisable 	 Value(2) of 

      in-the-Money

      Options at Financial

      Year End

      ($) Exercisable/

      Unexercisable 
	 Patrick G. Downey 

      President & CEO  	 -  	 - 	 400,000/0  	 500,000/0 
	 Ronald K. Netolitzky

      Chairman (Past President & CEO)	 100,000  	 58,000(1) 	 300,000/0  	 413,000/0 
	 John P. Fairchild

      Chief Financial Officer  	 -  	 - 	 150,000/0  	 184,500/0 




	 	 (1)      	 Based on the difference between the market value
        of the securities underlying the options on the exercise date, July 30,
        2004, being $1.08 and the exercise price of the options being $0.50.
      

	 
	 	 (2)      	 Based on the difference between the option exercise
        price and the closing market price of the Company’s shares as at
        December 31, 2004 ($2.50). 




Option Re-Pricings

 There was no re-pricing of stock options under the Company’s
  stock option plan or otherwise during the most recently completed financial
  year. 


Defined Benefit or Actuarial Plan Disclosure


The Company does not have a defined benefit or actuarial plan.

 6









Termination of Employment, Change in Responsibilities and Employment Contracts 

 The Company and its subsidiaries have no compensatory plan,
  contract or arrangement where a Named Executive Officer is entitled to receive
  more than $100,000 to compensate such executive officers in the event of
  resignation, retirement or other termination, a change of control of the Company
  or its subsidiaries or a change in responsibilities following a change in control
  except pursuant to agreements dated December 20, 2004, whereby, in the event
  of a change of control, Messrs. Downey and Netolitzky have the right to receive
  a sum equal to 24 months of their then existing monthly rate and Mr. Fairchild,
  a sum equal to 100 days of his then existing daily rate.


Composition of the Compensation Committee

 During the most recently completed financial year, the Compensation
  Committee was composed of Patrick G. Downey, President and C.E.O., and W. David
  Black and Michael H. Halvorson, who are independent directors. On January 2,
  2005, Mr. Downey was replaced by Robert V. Matthews, an independent outside
  director. 


Report on Executive Compensation 

 The compensation of the Company’s executive officers
  is determined by the Compensation Committee. Interested executives do not participate
  in decisions of the Compensation Committee regarding their remuneration. 

 In establishing levels of remuneration and in granting stock
  options, the executive’s performance, level of expertise, responsibilities,
  length of service to the Company and comparable levels of remuneration paid
  to executives of other companies of comparable size and development within the
  industry are taken into consideration.

 The general compensation philosophy of the Company for executive
  officers is to provide a level of compensation that is competitive within the
  North American marketplace and that will attract and retain individuals with
  the experience and qualifications necessary for the Company to be successful,
  and to provide long-term incentive compensation which aligns the interest of
  executives with those of shareholders and provide long-term incentives to members
  of senior management whose actions have a direct and identifiable impact on
  the performance of the Company and who have had a material responsibility for
  long-range strategy development and implementation. 

 The Company’s stock option plan is administered by the
  Compensation Committee. The stock option plan is designed to give each option
  holder an interest in preserving and maximizing shareholder value in the longer
  term, to enable the Company to attract and retain individuals with experience
  and ability, and to reward individuals for current performance and expected
  future performance. Stock option grants are considered when reviewing executive
  officer compensation packages as a whole. 


See “Executive Compensation - Summary Compensation Table” for more information on remuneration of Named Executive Officers. 


The foregoing Report on Executive Compensation was prepared under the supervision of the current Compensation Committee of the Company, comprised of W. David Black, Michael H. Halvorson and Robert V. Matthews. 


Performance Graph

 The following graph compares the cumulative shareholder return
  on a $100 investment in common shares of the Company to a similar investment
  in companies comprising the S&P/TSX Small Cap Total Return Index, including
  dividend reinvestment, for the period from November 14, 2003 (the Company’s
  listing date on the TSX-V) to December 31, 2004. 

 7





 

	  	 Symbol  	 November 14, 2003  	 December 31, 2003  	 December 31, 2004  
	 Viceroy Exploration Ltd.  	• 	 100.00  	 131.14  	 245.71  
	 S&P/TSX Small Cap Total Return Index	• 	 100.00  	 105.22  	 112.05  




Compensation of Directors
 Other than disclosed herein, the Company does not have any
  arrangements, standard or otherwise, pursuant to which directors are compensated
  by the Company or its subsidiaries for their services in their capacity as directors,
  or for committee participation, involvement in special assignments or for services
  as consultants or expert during the most recently completed financial year or
  subsequently, up to and including the date of this information circular. The
  directors are reimbursed for actual expenses reasonably incurred in connection
  with the performance of their duties as directors. 

 The Company has a formalized stock option plan for the granting
  of incentive stock options to the officers, employees and directors. The purpose
  of granting options pursuant to the stock option plan is to assist the Company
  in compensating, attracting, retaining and motivating the officers, directors
  and employees of the Company and to closely align the personal interests of
  such persons to that of the shareholders. 

 The following table sets forth information concerning individual
  grants of options to purchase securities of the Company made during the most
  recently completed financial year to the Directors of the Company (excluding
  the Named Executive Officers): 

 8




 

	 Name of

      Director and

      Position as at

      Financial

      Year-End 	 Securities
 Under

      Options

      Granted (1)
 (#)  	 % of Total 
 Options

      Granted to

      All

      Employees in

      the Financial

      Year (2) 	Exercise or

      Base Price(3)

      ($/Securities) 	 Market Value

      of Securities

      Underlying

      Options on

      the Date of 
 Grant

      ($/Security) 	Date of

      Grant 	Expiration

      Date 
	 W. David Black  

      Director 	 50,000  	 3.9 	 1.57  	 1.57  	 Sep 13/04  	 Sep 13/09  
	 Richard  

      Colterjohn

      Director 	 200,000  	 15.4 	 2.25  	 2.25  	 Oct 21/04  	 Oct 21/09  
	 Eric

      Cunningham 	 50,000  	 3.9 	 1.57  	 1.57  	 Sep 13/04  	 Sep 13/09  
	 Michael

      Halvorson

      Director 	 50,000  	 3.9 	 1.57  	 1.57  	 Sep 13/04  	 Sep 13/09  
	 Robert

      Matthews

      Director 	 50,000  	 3.9 	 1.57  	 1.57  	 Sep 13/04  	 Sep 13/09  




	 	 (1)      	 The options are subject to regulatory and shareholder approval. 
	 
	 	 (2)      	 Based on a total of 1,298,000 stock options granted during the period.
    
	 
	 	 (3)      	 The exercise price of stock options is determined
        by the Board of Directors in accordance with the Company’s Stock
        Option Plan. The exercise price shall be no less than the Market Price
        prevailing on the date the option is granted less applicable discount,
        if any, permitted by the policies of the TSX-V and approved by the Board.
        Market price means the last closing price per share on the trading day
        immediately preceding the day on which the Company announces the grant
        of the option or, if the grant is not announced, on the grant date. 




The following stock options were outstanding to all directors of the Company at the most recently completed financial year: 

	 Date Granted  	 Number of 
 Shares Under Option 
    	 Exercise Price

      Per Share  	 Expiry Date  
	 September 12, 2003  	 300,000  	 $0.50  	 September 12, 2008  
	 October 7, 2003  	 200,000  	 $1.06  	 October 7, 2008  
	 December 3, 2003  	 700,000  	 $1.25  	 December 3, 2008  
	 September 13, 2004  	 200,000  	 $1.57  	 September 13, 2009  
	 October 21, 2004  	 200,000  	 $2.25  	 October 21, 2009  




On January 31, 2005, the directors were granted an aggregate 450,000 stock options
at $2.46 expiring January 31, 2010.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 

 The following table sets forth details of the Company’s
  compensation plans under which equity securities of the Company are authorized
  for issuance at the end of the Company’s most recently completed financial
  year. 

 9




 

	Plan Category 	 Number of securities to be

      issued upon exercise of

      outstanding options,

      warrants and rights 	Weighted-average exercise

      price of outstanding

      options, warrants and rights 	 Number of securities

      remaining available for

      future issuance under

      equity compensation plans 
	 Equity compensation plans

      approved by

      securityholders – Stock

      Option Plan (1)  	 2,593,000  	 $1.29  	 944,031(2) 
	 Equity compensation plans

      not approved by

      securityholders 	 Nil  	 Nil  	 Nil 
	 Total  	 2,593,000  	 $1.29  	 944,031 




	 	 (1)      	 In 2003, the Company adopted its current Stock Option
        Plan whereby directors may, from time to time, reserve for issuance and
        issue up to 10% of the then issued and outstanding common shares of the
        Company pursuant to options granted to directors, officers, employees
        and consultants of the Company and its subsidiaries; 

	 
	 	 (2)      	 Based on the Company’s issued and outstanding
        of 35,370,308 common shares at December 31, 2004. 




INDEBTEDNESS TO COMPANY OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS 

 There is no indebtedness, now nor at any time since the beginning
  of the most recently completed financial year of the Company, of any director,
  executive officer, senior officer, proposed nominee for election as a director
  or associate of any of them to or guaranteed or supported by the Company or
  any of its subsidiaries either pursuant to an employee stock purchase program
  of the Company or otherwise. 


DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE 

 The Company has acquired an insurance policy for its directors
  and officers against liability incurred by them while performing their duties,
  subject to certain limitations. The amount of the premium is $18,500 per
  annum for annual aggregate coverage of $3,000,000 with a deductible of $25,000
  for each claim. The current policy, which the Company intends to renew, expires
  May 1, 2005. 


INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 

 No informed person or proposed director of the Company and
  no associate or affiliate of the foregoing persons has or has had any material
  interest, direct or indirect, in any transaction since the commencement of the
  Company's most recently completed financial year or in any proposed transaction
  which in either such case has materially affected or would materially affect
  the Company or any of its subsidiaries, except as follows: 

	 (1)      	 In the twelve months ended December 31, 2004, the
        Company had monthly consulting services arrangements with each of its
        four officers, two of which are also directors of the Company. Cash paid
        or payable pursuant to these arrangements was $175,000, $112,027,
        $112,000 and $102,650, an aggregate of $501,677. The arrangement
        with one of the officers began March 15, 2004. 

	 
	 (2)      	 During the twelve months ended December 31, 2004,
        stock options were granted to certain directors/officers/ employees for
        a total 778,000 common shares having a recorded fair value of $748,421.
      

	 
	 (3)      	 In connection with the 2004 private placement of
        the Company, the independent directors of the Company approved the participation
        by one director of the Company in the private placement for the purchase
        of 150,000 units on the same terms as arm’s length investors. 



 10









APPOINTMENT OF AUDITOR

 PricewaterhouseCoopers LLP, Chartered Accountants of Vancouver,
  British Columbia, is the auditor of the Company. 

 Unless otherwise instructed, the proxies given pursuant to
  this solicitation will be voted for the re-appointment of PricewaterhouseCoopers
  LLP as the auditor of the Company to hold office for the ensuing year with remuneration
  to be fixed by the directors. 

 PricewaterhouseCoopers LLP, Chartered Accountants, were first
  appointed as auditors by the shareholders on April 29, 2004, which was the date
  of the first Annual General Meeting of the Company. 


MANAGEMENT CONTRACTS

 No management functions of the Company are performed to any
  substantial degree by a person other than the directors or executive officers
  of the Company. 


INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON 

 Except as set out herein, no director or senior officer of
  the Company or any proposed nominee of management of the Company for election
  as a director of the Company, nor any associate or affiliate of the foregoing
  persons, has any substantial interest, direct or indirect, by way of beneficial
  ownership or otherwise, in matters to be acted upon at the meeting. 


STATEMENT OF CORPORATE GOVERNANCE PRACTICES 

 Corporate governance relates to the activities of the Board,
  the members of which are elected by and are accountable to the shareholders,
  and takes into account the role of the individual members of management who
  are appointed by the Board and who are charged with the day to day management
  of the Company. The Board is committed to sound corporate governance practices
  which are both in the interest of its shareholders and contribute to effective
  and efficient decision making. As a Tier 1 company listed on the TSX-V, the
  Company is required to comply with the guidelines for improved corporate governance
  in Canada adopted by the TSX (the “Exchange Guidelines”). The Company’s
  approach to corporate governance in the context of the 14 specific Exchange
  Guidelines is set out in the attached Schedule A.


AUDIT COMMITTEE CHARTER

 The Company’s audit committee is governed by a written
  charter that sets out its mandate and responsibilities. A copy of the Company’s
  Audit Committee Mandate & Charter is included with this Information Circular
  as Appendix I to the attached Schedule A. 


PARTICULARS OF OTHER MATTERS TO BE ACTED UPON 

 A.     Ratification of Current Stock Option
  Plan

 The Company’s current stock option plan (“Stock
  Option Plan”) was adopted in 2003 and first approved by shareholders
  at the meeting held on April 29, 2004. The purpose of the Stock Option Plan
  is to allow the Company to grant options to directors, officers, employees and
  consultants, as additional compensation, and as an opportunity to participate
  in the success of the Company. The granting of such options is intended to align
  the interests of such persons with that of the shareholders. Options will be
  exercisable over periods of up to five years as determined by the Board of Directors
  of the Company and are required to have an exercise price no less than the market
  price prevailing on the date the option is granted less applicable discount,
  if any, permitted by the policies of the Exchanges and approved by the Board.
  Market price means the last closing price per share on the trading day immediately
  preceding the day on which the Company announces the grant of the option or,
  if the grant is not announced, on the grant date. Pursuant to the Stock Option
  Plan, the Board of Directors may from time to time authorize the issue of options
  to directors, officers, employees and consultants of the Company and its subsidiaries
  or employees of companies providing management or consulting services to the
  Company or its subsidiaries. The number of common shares which may be reserved
  for issuance to directors, officers, employees and consultants of the Company
  may not exceed 10% of the common shares issued and outstanding at any one time.
  The number of common shares which may be issued to insiders of the Company,
  within a one year period, may not exceed 10% of the outstanding common shares
  of the Company; and the number of common shares which may be issued to any one
  insider of the Company or to such

 11








 insider’s associates, within a one year period, may
  not exceed 5% of the outstanding common shares of the Company. The Stock Option
  Plan does not contain any vesting requirements, but permits the Board of Directors
  to specify a vesting schedule in its discretion. As at March 21, 2005, the Company
  has 35,620,308 common shares issued and outstanding and 3,200,000 stock options
  granted and outstanding under the Stock Option Plan. As additional shares are
  issued by the Company, including upon exercise of options, the Board of Directors
  may grant and reserve for issuance additional options based upon the increased
  issued capital of the Company.

 The Stock Option Plan provides that if a change of control,
  as defined therein, occurs, all shares subject to option shall immediately become
  vested and may thereupon be exercised in whole or in part by the option holder.


 The full text of the Stock Option Plan is available for review
  at the registered office of the Company, (Suite 520, 700 West Pender Street,
  Vancouver, British Columbia) during regular business hours before the Meeting
  and at the Meeting. 

 The directors of the Company believe that passing of the
  following resolutions is in the best interest of the Company and recommend that
  shareholders of the Company vote in favour of the resolutions. 

 PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED
  IN FAVOUR OF THE FOLLOWING RESOLUTIONS, UNLESS THE SHAREHOLDER
  HAS SPECIFIED IN THE PROXY THAT HIS OR HER SHARES ARE TO BE VOTED AGAINST SUCH
  RESOLUTIONS. 


At the Meeting, shareholders will be asked to pass an ordinary resolution in the following form: 


   “RESOLVED that the Company’s stock option plan
    pursuant to which directors may, from time to time, reserve for issuance and
    issue up to 10% of the then issued and outstanding common shares of the Company
    pursuant to options issued to directors, officers, employees and consultants
    of the Company and its subsidiaries, as more particularly described in the
    Company’s Information Circular dated March 21, 2005, be and is hereby
    approved, ratified and confirmed, subject to regulatory approval.” 



 In order to be effective, the foregoing ordinary resolutions
  must be approved by a simple majority of the votes cast by those shareholders
  of the Company who, being entitled to do so, vote in person or by proxy at the
  Meeting in respect of such resolutions. 

 B.     Amendment to Stock Option Plan

 On March 18, 2005, the Board of Directors of the Company approved
  amendments of the Stock Option Plan (the “Amended Plan”),
  subject to required acceptance by regulatory authorities and the shareholders
  of the Company, whereby a maximum of 50,000 bonus shares (“Bonus Shares”),
  in the aggregate, may be issued in any calendar year to eligible persons, excluding
  directors, in consideration of the fair value of the extraordinary contribution
  to the Company by the recipient as determined by the Board, in its discretion,
  and shall be issued at a deemed price determined by the Board at the time of
  issuance of such Bonus Shares, but such price shall not be less than the Market
  Price. The granting of Bonus Shares pursuant to the Amended Plan shall be subject
  to such further shareholder and regulatory approval as may be required by the
  Exchange. 

 The Stock Option Plan would be renamed the “Stock Option
  and Share Compensation Plan” and the following text would be added as
  a new Section 5 to the Stock Option Plan: 


   “5. Bonus Shares

   The Board shall have the authority and power in its sole
    discretion, to allot, issue and distribute in such amounts as the Board in
    its sole and absolute discretion deems fit, as fully paid and non-assessable
    shares in the capital of the Company, up to a total of 50,000 Shares (“Bonus
    Shares”) in the aggregate in each calendar year, to Eligible Persons,
    excluding directors, of the Company whom the Board, in its sole and absolute
    discretion, deems to have provided extraordinary contributions to the advancement
    of the Company. The granting of Bonus Shares pursuant to the Plan shall be
    subject to such further shareholder and regulatory approval as may be required
    by the Exchange. 



 12






                  The
    Bonus Shares will be issued in consideration of the fair value of the extraordinary
    contribution to the Company by the recipient as determined by the Board, in
    its discretion, and shall be issued at a deemed price determined by the Board
    at the time of issuance of such Bonus Shares, but such price shall not be
    less than the Market Price. No Bonus Shares shall be issued at a time when
    it is unlawful to fix the price for such Bonus Shares. 

                  Nothing
    in this Plan shall require the issue or distribution of any Bonus Shares in
    any given year or the distribution to any particular person of Bonus Shares
    at any time. The receipt by a recipient in any year of Bonus Shares shall
    not create any entitlement to a receipt of Bonus Shares by such recipient
    in any other year. No person shall have any right to receive a distribution
    of Bonus Shares in a year, whether or not other persons receive Bonus Shares
    in such other year. The pool of Bonus Shares available for any given year,
    if not distributed, shall cease to be available at the end of such year and
    shall not accumulate or be available for any succeeding year. The Bonus Shares
    available for distribution in any year may not exceed the percentages authorized
    for issuance pursuant to Section 3.2 of the Plan. In addition, Bonus Shares
    issued in any calendar year will not be added to the issued capital in that
    calendar year for the purposes of increasing the number of options available
    for issuance under the Plan.”



 The full text of the Amended Plan is available for review
  at the registered office of the Company during regular business hours before
  the Meeting and at the Meeting. The Amended Plan will take effect upon receipt
  of all required regulatory and shareholder approvals. 

 The directors of the Company believe that passing of the
  following resolution is in the best interest of the Company and recommend that
  shareholders of the Company vote in favour of the resolutions. 

 PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED
  IN FAVOUR OF THE FOLLOWING RESOLUTION, UNLESS THE SHAREHOLDER
  HAS SPECIFIED IN THE PROXY THAT HIS OR HER SHARES ARE TO BE VOTED AGAINST SUCH
  RESOLUTIONS. 

 At the Meeting, shareholders will be asked to pass an ordinary resolution
  in the following form: 


   “RESOLVED that the Amended Plan, which provides for
    the granting of Bonus Shares as more particularly described in the Information
    Circular dated March 21, 2005, be and is hereby approved, subject to all necessary
    regulatory approvals.” 



 C.     Adoption of New Stock Option Plan

 The Board of Directors of the Company has approved, subject
  to required acceptance by regulatory authorities and the shareholders of the
  Company, a 10% rolling stock option plan (the “Proposed Plan”) which
  is consistent with the policies of and will take effect only upon and in the
  event of listing of the Company’s shares on the Toronto Stock Exchange
  (the “TSX”).

 The following table contains information regarding the authorized,
  issued and available options under the Stock Option Plan as at March 21, 2005:


	 Number of shares

      authorized for issuance 	 Number of options granted

      and outstanding / percentage

      of issued capital 	 Number of shares available for

      issuance / percentage of issued

      capital 
	 3,562,031  	 3,200,000/9% 	 362,031/1% 


 The number of options authorized, granted and available under
  the Proposed Plan will be the same as those described in the above table in
  respect of the Stock Option Plan. The Proposed Plan contains the same Bonus
  Share provisions as the Amended Plan. The Proposed Plan will be an amendment
  and restatement of the Stock Option Plan (or Amended Plan as the case may be)
  by the incorporation of the options and bonus shares issued and issuable under
  such plan into the Plan, such that the Proposed Plan will be the Company’s
  only stock option plan. Stock options which are outstanding under the Stock
  Option Plan and the provisions as to bonus shares will be rolled into the Proposed
  Plan and will be governed by the Proposed Plan except to the extent provisions
  as to granted stock options are inconsistent with the Proposed Plan in which
  case they will be governed by the stock option agreement evidencing their issuance.

 13








 If the Proposed Plan becomes effective, no new stock options
  or bonus shares will be granted under the Stock Option Plan(or Amended Plan
  as the case may be). 

 The purpose of the Proposed Plan is to attract and motivate
  directors, officers, employees of and service providers to the Company and its
  subsidiaries and thereby advance the Company's interests by affording such persons
  with an opportunity to acquire an equity interest in the Company through stock
  options and, in some cases, bonus shares. Service providers are persons or companies
  who are engaged by the Company to provide services for an initial, renewable
  or extended period of twelve months or more. The Proposed Plan provides as follows:


	 1.	 The number of shares subject to each stock
        option and grant of bonus shares is determined by the Board of Directors
        (or Compensation Committee) provided that the Proposed Plan, together
        with all other previously established or proposed share compensation arrangements,
        may not result in: 

	 
	 	 (a)	 the number of common shares of the Company reserved
        for issuance pursuant to stock options and bonus shares granted to insiders
        exceeding 10% of the outstanding issue; 

	 
	 	 (b)	 the issuance, to insiders of the Company of a number
        of common shares of the Company exceeding, within a one year period, 10%
        of the outstanding issue; or 

	 
	 	 (c)	 the issuance, to any one insider of the Company
        and such insider’s associates, of a number of common shares of the
        Company exceeding, within a one year period, 5% of the outstanding issue.
      

	 
	 	 The outstanding issue is determined
        on the basis of the number of common shares of the Company outstanding
        immediately prior to any share issuance, excluding shares issued pursuant
        to share compensation arrangements over the preceding one-year period.
      

	 
	 2.	 The maximum number of common shares of
        the Company which may be issued pursuant to stock options and bonus shares
        granted under the Proposed Plan, unless otherwise approved by shareholders,
        is 10% of the issued and outstanding common shares at the time of the
        grant. Any increase in the issued and outstanding common shares will result
        in an increase in the available number of common shares issuable under
        the Proposed Plan, and any exercises of stock options will make new grants
        available under the plan. However, bonus shares issued in any calendar
        year will not be added to the issued capital in that calendar year for
        the purposes of increasing the number of options available for issuance
        under the Proposed Plan 

	 
	 3.	 The Proposed Plan must be approved and ratified by shareholders
      every three years. 
	 
	 4.	 The exercise price of an option and the
        deemed issuance price of bonus shares may not be set at less than the
        market price as defined in the TSX Manual which currently means the volume
        weighted average trading price for the five trading days immediately preceding
        the grant date. 

	 
	 5.	 The options may be exercisable for a period
        of up to ten years, such period and any vesting schedule to be determined
        by the Board of Directors (or Compensation Committee) of the Company,
        and are non-assignable, except other than pursuant to a will or by the
        laws of descent and distribution. 

	 
	 6.	 If an Optionee shall cease to be a director,
        officer, employee or service provider for cause, no Option held by such
        Optionee shall be exercisable following the date on which such Optionee
        ceases to be so engaged. In other circumstances, the options can be exercised
        by the Optionee: 





	 	 (i)      	 as long as the Optionee is a director, officer,
        employee or service provider to the Company or its subsidiaries or within
        a period of not more than 365 days after ceasing to be a director, officer,
        employee or service provider unless the Optionee was engaged in investor
        relations activities at the cessation of his service, in which case the
        option expires in 30 days or, 

	 
	 	 (ii)      	 if the Optionee dies, within one year from the date
        of the Optionee's death. 





	 7.      	 On the receipt of a takeover bid, issuer bid, going
        private transaction or change of control, any unvested options shall be
        immediately exercisable. 

	 
	 8.      	 The Proposed Plan does not provide for financial assistance by the Company
      to any Optionee. 


 14




 

	 9.      	 The provisions of the Amended Plan respecting
        Bonus Shares issuable to Eligible Persons, excluding directors, are included
        in the Proposed Plan. 

	 
	 10.      	 The Directors may from time to time in
        the absolute discretion of the Directors amend, modify and change the
        provisions of an option or the Proposed Plan without obtaining approval
        of shareholders to: 

	 
	 	 (i)      	 make amendments of a “housekeeping” nature; 
	 
	 	 (ii)      	 change vesting provisions; 
	 
	 	 (iii)      	 change termination provisions for an insider provided
        that the expiry date does not extend beyond the original expiry date;
      

	 
	 	 (iv)      	 change termination provisions which does extend
        beyond the original expiry date for an optionee who is not an insider;
      

	 
	 	 (v)      	 reduce the exercise price of an option for an optionee who is not an
      insider; and 
	 
	 	 (vi)      	 make any other amendments of a non-material nature which are approved
      by the TSX. 
	 
	 	 All other amendments will require approval of shareholders
      and the TSX. 


 The full text of the Proposed Plan is available for review
  at the registered office of the Company during regular business hours before
  the Meeting and at the Meeting. 

 The directors of the Company believe that passing of the
  following resolution is in the best interest of the Company and recommend that
  shareholders of the Company vote in favour of the resolutions. 

 PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED
  IN FAVOUR OF THE FOLLOWING RESOLUTION, UNLESS THE SHAREHOLDER
  HAS SPECIFIED IN THE PROXY THAT HIS OR HER SHARES ARE TO BE VOTED AGAINST SUCH
  RESOLUTIONS. 

 Shareholders will be asked at the Meeting to consider, and
  if thought fit, approve with or without variation, the ordinary resolution in
  the form set forth below: 


   "RESOLVED that the Company be and is hereby authorized to
    adopt, subject to regulatory approval and upon and in the event of a listing
    on the TSX, the Proposed Plan as more particularly described in the Information
    Circular dated March 21, 2005." 



 If approved by shareholders of the Company and regulatory
  authorities, the Proposed Plan will take effect upon and in the event of listing
  on the TSX or such other date as may be determined by the directors, and the
  Company will issue a press release announcing the implementation of the Proposed
  Plan. 

 Management of the Company is not aware of any other matter
  to come before the Meeting other than as set forth in the notice of meeting.
  If any other matter properly comes before the Meeting, it is the intention of
  the persons named in the enclosed form of proxy to vote the shares represented
  thereby in accordance with their best judgement on such matter. 


ADDITIONAL INFORMATION

 Additional information relating to the Company is on SEDAR
  at www.sedar.com and on the Company’s
  website at www.viceroyexploration.com.

 Financial information on the Company, including its audited
  financial statements for the fiscal year ended December 31, 2004 and the management
  discussion and analysis relating thereto, may be obtained by contacting the
  Company at: 

Viceroy Exploration Ltd. 

  520-700 West Pender Street 

  Vancouver, BC V6C 1G8 

  Tel: 604-669-4777 

  Fax: 604-696-0212 

  Email: info@viceroyexploration.com

 15









CERTIFICATE

 The Board of Directors of the Company has approved the contents
  and sending of this Information Circular. 

 The foregoing contains no untrue statement of a material fact
  and does not omit to state a material fact that is required to be stated or
  that is necessary to make a statement contained herein misleading in the light
  of the circumstance in which it was made. 


DATED this 21st day of March, 2005.


ON BEHALF OF THE BOARD 

 “Patrick G. Downey” 

  PATRICK G. DOWNEY 

  President and Chief Executive Officer

 16








 SCHEDULE A

 TO INFORMATION CIRCULAR DATED MARCH 21, 2005

 Viceroy Exploration Ltd. 

 Statement of Corporate Governance Practices

  Viceroy Exploration Ltd. 

 Statement of Corporate Governance Practices

 The corporate governance practices of Viceroy Exploration
  Ltd. (the “Company”) are designed with a view to ensuring that the
  business and affairs of the Company are effectively managed so as to best serve
  the interests of the shareholders. 

 The TSX has adopted certain guidelines regarding the disclosure
  by listed companies of their practices relating to corporate governance. These
  guidelines apply to the Company as it is listed on Tier 1 of the TSX-V. The
  corporate governance practices of the Company are described below under the
  headings which relate to the guidelines set out by the TSX. 

	 1.      	 Stewardship of the Company 
	 
	 	 The role of the directors is to oversee
        the conduct of the Company's activities and direct and supervise management
        in the day-to-day conduct of the business in accordance with governing
        rules and regulations and the Company’s Charter and Code of Ethics.
        A copy of the Company’s Code of Ethics is available upon request
        to the Corporate Secretary. 

	 
	 	 The directors discharge the following five specific responsibilities
      as part of their overall "stewardship responsibility": 
	 
	 	 (i)      	 Adopting a strategic planning process: the Board’s
        strategic planning decisions are primarily based on information and recommendations
        provided by management. Prior approval of the directors of the Company
        is required for all material transactions in which the Company is involved
        including, without limitation, the acquisition and disposition by the
        Company of significant assets and properties, the issue of securities
        of the Company and the appointment of officers of the Company. At least
        quarterly, the Board reviews with management the Company’s projects,
        budgets, new opportunities, environmental issues and any other matters
        which may affect the Company’s strategic plans. 

	 
	 	 (ii)      	 Identifying the principal risks of the Company’s
        business and employing appropriate systems to manage these risks: through
        the Audit Committee, the Board is responsible for identifying risks of
        the Company and ensuring that risk management systems are implemented
        in accordance with the Audit Committee Mandate (see Guideline #13). At
        each meeting held to consider quarterly and annual reports, the Audit
        Committee reviews and discusses areas of concern with the external auditors
        and reports back to the Board as deemed fit. 

	 
	 	 (iii)      	 Succession planning, including appointing, training
        and monitoring senior management: the entire Board assumes responsibility
        for this function which includes choosing the President and C.E.O., appointing
        senior management and monitoring their performance. In order to train,
        develop and retain senior management, the Board encourages professional
        and personal development activities and courses. Due to the size of the
        Company (four officers, two employees), there is no formal job description
        or succession planning program in place. When senior management positions
        become available, replacements are sourced via executive search companies
        or recommendations from other management personnel or directors. 

	 
	 	 (iv)      	 Communications policy: in order to ensure that communications
        with the investing public are timely, factual and broadly disseminated
        in accordance with all applicable legal and regulatory requirements, the
        Company maintains a Corporate Disclosure Policy, a copy of which is available
        upon request to the Corporate Secretary. The Board believes that its communications
        with shareholders and others interested in the Company are responsive
        and effective. The Company formally maintains communication with its shareholders
        and other interested parties through various channels, including annual
        and quarterly reports, news releases and statutory filings. Management
        is available to shareholders to respond to questions and concerns on a
        prompt basis. Information is also widely available at the Company’s
        website located at www.viceroyexploration.com. Shareholders may contact
        the Company via the website, by e-mail or by telephone. 

	 
	 	 (v)      	 Integrity of the Company’s internal information,
        audit and control systems: on behalf of the Board, the Audit Committee
        assesses the control systems in place and ensures their effectiveness.
        Please see Guideline #13 for additional information. 



 17




 

	 2.      	 Board Independence 
	 
	 	 The Company's Board is comprised of seven
        directors, of whom five can be defined as "unrelated directors" or "directors
        who are independent of management and are free from any interests and
        any business or other relationship which could, or could reasonably be
        perceived to, materially interfere with the directors' ability to act
        with a view to the best interests of the Company, other than interests
        and relationships arising from shareholdings" and do not have interests
        in or relationships with the Company. To the best of the Company’s
        knowledge, the Company does not have a significant shareholder. 

	 
	 3.      	 Individual Unrelated Directors 
	 
	 	 In determining whether a director is an
        unrelated director, the directors of the Company consider, among other
        things, whether the director has a relationship which could, or could
        be perceived to, interfere with the director’s ability to objectively
        assess the performance of management of the Company. The determination
        of the number of “unrelated directors” of the Company is made
        on the basis of the foregoing considerations and factors relating to the
        degree to which directors perform management functions of the Company.
        Messrs. Netolitzky and Downey are related directors due to their positions
        of Chairman and President and C.E.O., respectively. The other directors
        are unrelated as they do not work in the day-to-day operations of the
        Company or have any other direct relationship with the Company. 

	 
	 4.      	 Nominating Committee 
	 
	 	 The Company does not have a Nominating
        Committee. The Corporate Governance Committee is responsible for proposing
        new nominees to the Board and for assessing directors on an ongoing basis.
        All its members are unrelated directors. New nominees should have a proven
        track record in business (preferably in the mining industry) and the ability
        to devote the time required to serve. 

	 
	 5.      	 Assessing the Board’s Effectiveness 
	 
	 	 The Corporate Governance Committee evaluates
        the effectiveness of the Board, its committees and individual directors.
        Based on feedback from the directors, the Corporate Governance Committee
        members assess the operation of the Board and the adequacy of information
        provided to the Board and recommends changes where necessary. 

	 
	 6.      	 Orientation and Education of Directors 
	 
	 	 The Company has not adopted a formal orientation
        and education program for new directors, and all relevant information
        is communicated to new directors informally. The directors consider that
        the adoption of formal orientation and education program for new directors
        is not presently warranted given the size of the Company and the current
        composition of the Board. Senior management provides regular reports to
        the directors on the Company’s activities. Directors may visit the
        Company’s properties whenever they wish and are encouraged to take
        professional development courses at the Company’s expense. Once
        appointed, directors are provided with a copy of the Company’s Code
        of Ethics to which they are expected to adhere. 

	 
	 7.      	 Effective Board Size 
	 
	 	 The Corporate Governance Committee reviews
        the composition and size of the Board once a year. The Committee considers
        the current number of seven directors to be appropriate given the size
        of the Company and do not contemplate changing the number of directors
        of the Company in the foreseeable future. 

	 
	 8.      	 Compensation of Directors 
	 
	 	 There are no arrangements under which
        directors are compensated by the Company and its subsidiaries, other than
        the Stock Option Plan. The Compensation Committee reviews the Company’s
        Stock Option Plan annually and determines the number, if any, to be granted
        to directors, officers and employees. 

	 
	 9.      	 Committees and Outside Directors 
	 
	 	 There are three committees which are re-elected
        each year subsequent to the Annual General Meeting and all of which have
        a majority of members who are outside directors. The committees are as
        follows: 

	 
	 	 a)      	 The Compensation Committee is comprised of three
        directors, all of which are outside directors. The members are W. David
        Black, Michael H. Halvorson and Robert V. Matthews. This committee is
        responsible 



 18




 

	 	  	for reviewing and making recommendations to the Board
        regarding human resources matters, including management compensation policies
        and programs, succession plans and recruitment. A copy of the Compensation
        Committee Mandate is available on request from the Company. 

	 
	 	 b)      	 The Corporate Governance Committee is comprised
        of three directors, two of which are outside directors. The members are
        W. David Black, Eric Cunningham and Ronald K. Netolitzky. This committee
        is responsible for monitoring the quality and effectiveness of the governance
        system and ensuring effective communication and reporting to shareholders.
        A copy of the Corporate Governance Committee Mandate is available on request
        from the Company. 

	 
	 	 c)      	 The Audit Committee is comprised of three directors,
        all of which are outside directors. The members are W. David Black, Michael
        H. Halvorson and Robert V. Matthews. Please see Guideline #13 for the
        Audit Committee Mandate. 

	 
	 10.      	 Approach to Corporate Governance 
	 
	 	 The Corporate Governance Committee has
        the responsibility for developing the Company’s approach to corporate
        governance matters, including the review and implementation of the corporate
        governance practices of the Company, and recommending any changes to the
        Board of Directors. They do so primarily by monitoring best practices
        among peer companies to ensure the Company continues to maintain high
        standards of corporate governance. 

	 
	 11.      	 Position Descriptions 
	 
	 	 There are no formal job descriptions for
        directors or for management. The directors of the Company require management
        of the Company to provide complete and accurate information with respect
        to management’s activities and to provide relevant information concerning
        the industry in which the Company operates. The Board monitors and assesses
        management through its regular contact with the management team, most
        of whom provide reports to the Board or its committees at meetings. 

	 
	 12.      	 Independence of Management 
	 
	 	 There are no special structures or processes
        in place to facilitate the functioning of the directors of the Company
        independently of management. However, the outside directors are given
        full access to management so that they can develop an independent perspective
        and express their views and communicate their expectations of management.
      

	 
	 13.      	 Audit Committee 
	 
	 	 The Audit Committee is appointed by the
        Board and comprised of three members, none of whom are officers or employees.
        The current members are W. David Black, Michael H. Halvorson and Robert
        V. Matthews, who is also the Committee’s financial expert. 

	 
	 	 The purpose of the Audit Committee is
        to assist the Board in fulfilling its oversight responsibilities by reviewing
        the financial information which will be provided to the shareholders and
        others, the systems of corporate controls which management and the Board
        have established and the audit process. The mandate of the Audit Committee
        is attached hereto as Appendix I. 

	 
	 14.      	 Outside Advisors 
	 
	 	 The directors of the Company have not
        implemented any formal system enabling an individual director to engage
        an outside advisor at the expense of the Company in appropriate circumstances.
        Upon notice to the Chairman or President and C.E.O., all directors have
        the right to seek legal advice at the Company’s expense. Other outside
        advisors may be engaged at the Company’s expense upon request to
        the Board. 




Updated and Approved by the Board of Directors on March 18, 2005

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Appendix I to Schedule A of Information Circular dated March 21, 2005


VICEROY EXPLORATION LTD. 


Audit Committee Mandate & Charter 

 The responsibilities of the Audit Committee are as follows: 

	 1.      	 Assisting the Board of Directors in fulfilling
        its fiduciary responsibilities relating to the Company's accounting and
        reporting practices and the integrity of the Company's internal accounting
        controls and management information systems; 

	 
	 2.      	 Managing the relationship with the auditor with respect to:
    
	 
	 	 (a)      	 recommending nomination and compensation of the auditor; 
	 
	 	 (b)      	 having the auditor report directly to the Audit Committee; 
	 
	 	 (c)      	 overseeing the work of the auditor; 
	 
	 	 (d)      	 pre-approving non-audit services. 
	 
	 3.      	 Reviewing with the auditors and management of the Company:
    
	 
	 	 (a)      	 any audited financial statement of the Company,
        including any such statement that is to be presented to an annual general
        meeting or provided to shareholders or filed with regulatory authorities
        and including any audited financial statement contained in a prospectus,
        registration statement or other similar document; 

	 
	 	 (b)      	 the financial disclosure in each Annual Report and
        Management Discussion and Analysis of the Company which accompanies such
        audited financial statement and in each such filing, prospectus, registration
        statement or other similar document; 

	 
	 4.      	 Reviewing with management of the Company: 
	 
	 	 (a)      	 any unaudited financial statement of the Company,
        including any such statement that is to be presented to an annual general
        meeting or provided to shareholders or filed with regulatory authorities
        and including any unaudited financial statement contained in a prospectus,
        registration statement, Quarterly Report or other similar document; 

	 
	 	 (b)      	 the financial disclosure in each Quarterly Report
        and when applicable, Management Discussion and Analysis of the Company
        accompanying such unaudited financial statement and in each such filing,
        prospectus, registration statement or other similar document which accompanies
        such unaudited financial statement; and 

	 
	 	 (c)      	 the Company’s compliance with legal and regulatory requirements
      with respect to financial reporting. 
	 
	 5.      	 Otherwise reviewing as required and reporting
        to the Board of Directors with respect to the adequacy of internal accounting
        and audit procedures and the adequacy of the Company’s management
        information systems; 

	 
	 6.      	 Otherwise ensuring that no restrictions are placed by management
      on the scope of the auditor's review and examination of the Company's accounts;
    
	 
	 7.      	 Ensuring the independence of and recommending
        to the Board of Directors the firm of independent auditors to be nominated
        for appointment by the shareholders at the next annual general meeting;
      

	 
	 8.      	 Ensuring that methods are in place to
        allow any director, officer or employee to bring concerns to the attention
        of the Audit Committee and that those who do so are provided protection
        from any retaliatory action whatsoever. Mr. Robert Matthews, Chairman
        of the Audit Committee, has been designated as the person to whom such
        concerns should be addressed and is responsible for ensuring that such
        concerns are handled promptly and appropriately; 

	 
	 9.      	 Reviewing on an annual basis the adequacy
        of this Mandate and Charter and revising as necessary with the approval
        of the Board of Directors; and 

	 
	 10.      	 Meeting regularly at such times and places,
        engaging such advisors at the expense of the Company and undertaking such
        interviews and inquiries as the Committee sees fit for the purpose of
        carrying out this Mandate and Charter. 




Updated and Approved by the Board of Directors on March 18, 2005

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