FINANCIAL CONDITION OR RESULTS OF OPERATIONS OF THE CORPORATION, AS THE CASE MAY
BE, AND ITS SUBSIDIARIES TAKEN AS A WHOLE;
(FF)
"NI 45-102" MEANS NATIONAL INSTRUMENT 45 -
102 - RESALE OF SECURITIES;
(GG)
"NORTHERN" MEANS NORTHERN ALBERTA OIL LTD.;
(HH)
"PRINCIPAL BUSINESS CORPORATION" MEANS A
PRINCIPAL-BUSINESS CORPORATION AS DEFINED IN SUBSECTION 66(15) OF THE ACT;
(II)
"PUBLIC RECORD" MEANS ALL INFORMATION
FILED BY OR ON BEHALF OF THE CORPORATION WITH THE SECURITIES COMMISSIONS,
INCLUDING WITHOUT LIMITATION, ANY INFORMATION SO FILED WITH ANY SECURITIES
COMMISSION IN COMPLIANCE, OR INTENDED COMPLIANCE, WITH ANY APPLICABLE SECURITIES
LAWS;
(JJ)
"QUALIFYING EXPENDITURES" MEANS EXPENSES
THAT ARE CEE AT THE DATE THEY ARE INCURRED;
(KK)
"RELEASE AND INDEMNIFICATION AGREEMENT" MEANS
THE AGREEMENT DATED NOVEMBER 15, 2005 BETWEEN THE CORPORATION AND SURGE U.S.
WHICH PROVIDES FOR, AMONG OTHER THINGS,
4
THE FIXING OF THE CORPORATION'S LIABILITIES AND AN INDEMNITY FROM SURGE U.S. FOR
ANY ADDITIONAL LIABILITIES ABOVE THE THRESHOLDS SET OUT THEREIN;
(LL)
"SAWN LAKE PROJECT" MEANS THE PROPOSED OIL
AND GAS EXPLORATION PROJECT TO BE CONDUCTED ON THE FARMOUT LANDS BY THE
CORPORATION;
(MM)
"SECURITIES COMMISSIONS" MEANS THE SECURITIES
COMMISSIONS OR SIMILAR REGULATORY AUTHORITIES IN THE SELLING JURISDICTIONS AND
"SECURITIES COMMISSION" MEANS ANY ONE OF THEM;
(NN)
"SELLING JURISDICTIONS" MEANS THE PROVINCES OF
ALBERTA AND ONTARIO AND SUCH OTHER PROVINCES AND FOREIGN JURISDICTIONS AS MAY BE
AGREED BY THE AGENT AND THE CORPORATION PRIOR TO THE CLOSING DATE, AS EVIDENCED
BY THE CORPORATION'S ACCEPTANCE OF A SUBSCRIPTION AGREEMENT WITH RESPECT
THERETO;
(OO)
"SERIES I AGENT'S WARRANTS" MEANS THE 684,000
COMMON SHARE PURCHASE WARRANTS OF THE CORPORATION ISSUED TO THE AGENT ENTITLING
THE AGENT TO PURCHASE UP TO 684,000 COMMON SHARES AT AN EXERCISE PRICE OF $1.00
PER SHARE UNTIL 4:30 P.M. (CALGARY TIME) ON THAT DATE THAT IS THE EARLIER OF:
(I) 12 MONTHS FOLLOWING THE DATE ON WHICH THE CORPORATION COMPLETES A GOING
PUBLIC TRANSACTION (AS DEFINED THEREIN); AND (II) NOVEMBER 17, 2008;
(PP)
"SERIES I DEBENTURES" MEANS THE AGGREGATE
PRINCIPAL AMOUNT OF $8,550,000 OF 7% SECURED CONVERTIBLE DEBENTURES ISSUED ON
NOVEMBER 15, 2005 HAVING THE RIGHTS AND ENTITLEMENTS SET FORTH IN THE SERIES I
INDENTURE;
(QQ)
"SERIES I INDENTURE" MEANS THE TRUST INDENTURE
DATED NOVEMBER 15, 2005 AMONG THE CORPORATION, SURGE U.S. AND THE TRUSTEE, AS
TRUSTEE, GOVERNING THE TERMS AND CONDITIONS OF THE SERIES I DEBENTURES;
(RR)
"SHAREHOLDER AGREEMENT" MEANS THE AGREEMENT
DATED NOVEMBER 15, 2005 (AS AMENDED) AMONG THE CORPORATION, SURGE U.S., LEIGH
CASSIDY, FRED KELLY AND DAVID PEREZ WHICH PROVIDES FOR CERTAIN VOTING
RESTRICTIONS OF THE COMMON SHARES;
(SS)
"SUBSCRIBER" MEANS A PERSON WHO EXECUTES A
SUBSCRIPTION AGREEMENT WHICH IS ACCEPTED BY THE CORPORATION IN FORM AND
SUBSTANCE SATISFACTORY TO THE CORPORATION'S COUNSEL AND THE AGENT'S COUNSEL,
ACTING REASONABLY;
(TT)
"SUBSCRIPTION AGREEMENT" MEANS THE AGREEMENT
ENTERED INTO BY EACH SUBSCRIBER FOR OFFERED SECURITIES AND ACCEPTED BY THE
CORPORATION AT THE CLOSING TIME IN RESPECT OF THE SUBSCRIBER'S SUBSCRIPTION FOR
OFFERED SECURITIES PURSUANT TO THIS OFFERING;
(UU)
"SUBSIDIARY" HAS THE MEANING ASCRIBED THERETO IN
THE SECURITIES ACT (ALBERTA);
(VV)