KNOWLEDGE OF THE CORPORATION, ANY ASSOCIATE OR AFFILIATE OF ANY SUCH
PERSON, OWNS, HAS OR IS ENTITLED TO ANY ROYALTY, NET PROFITS INTEREST, CARRIED
INTEREST OR ANY OTHER ENCUMBRANCES OR CLAIMS OF ANY NATURE WHATSOEVER WHICH ARE
BASED ON THE SAWN LAKE PROJECT, THE FARMOUT AGREEMENT, THE FARMOUT
ACKNOWLEDGEMENT AGREEMENT OR ANY REVENUE OR RIGHTS ATTRIBUTED THERETO;
11
(N)
THE CORPORATION IS NOT A "REPORTING ISSUER",
WITHIN THE MEANING OF THE APPLICABLE SECURITIES LAWS, OF ANY JURISDICTION AND
THE COMMON SHARES ARE NOT CURRENTLY LISTED FOR TRADING ON ANY STOCK EXCHANGE;
(O)
THE FORM AND TERMS OF DEFINITIVE
CERTIFICATES REPRESENTING THE COMMON SHARES OF THE CORPORATION HAVE BEEN DULY
APPROVED AND ADOPTED BY THE CORPORATION AND COMPLY WITH ALL LEGAL REQUIREMENTS
RELATING THERETO;
(P)
THE FORM AND TERMS OF DEFINITIVE
CERTIFICATES REPRESENTING THE DEBENTURES HAVE BEEN DULY APPROVED AND ADOPTED BY
THE CORPORATION;
(Q)
NO AUTHORIZATION, APPROVAL OR CONSENT OF ANY
COURT, GOVERNMENTAL AUTHORITY OR REGULATORY AGENCY IS REQUIRED TO BE OBTAINED BY
THE CORPORATION IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE
OFFERED SECURITIES, EXCEPT AS CONTEMPLATED HEREBY;
(R)
NO SECURITIES COMMISSION OR ANY OTHER
SECURITIES COMMISSION OR SIMILAR REGULATORY AUTHORITY HAS ISSUED ANY ORDER
PREVENTING OR SUSPENDING TRADING OF ANY SECURITIES OF THE CORPORATION, NO SUCH
PROCEEDING IS, TO THE KNOWLEDGE OF THE CORPORATION, PENDING, CONTEMPLATED OR
THREATENED, THE CORPORATION IS NOT IN DEFAULT OF ANY REQUIREMENT OF APPLICABLE
SECURITIES LAWS OF THE SELLING JURISDICTIONS WHICH WOULD HAVE A MATERIAL ADVERSE
EFFECT ON THE CORPORATION AND THE CORPORATION IS ENTITLED TO AVAIL ITSELF OF THE
APPLICABLE PROSPECTUS EXEMPTIONS AVAILABLE UNDER SUCH APPLICABLE SECURITIES LAWS
IN RESPECT OF THE TRADES IN THE OFFERED SECURITIES TO SUBSCRIBERS AS
CONTEMPLATED BY THIS AGREEMENT AND THE SUBSCRIPTION AGREEMENTS;
(S)
THE CORPORATION HAS TAKEN OR WILL TAKE
PRIOR TO THE CLOSING DATE ALL SUCH STEPS AS MAY BE NECESSARY TO COMPLY WITH SUCH
REQUIREMENTS OF APPLICABLE SECURITIES LAWS SUCH THAT THE OFFERED SECURITIES MAY,
IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS, BE OFFERED FOR SALE AND SOLD ON A
PRIVATE PLACEMENT BASIS TO THE PUBLIC IN THE SELLING JURISDICTIONS THROUGH THE
AGENT OR ANY OTHER INVESTMENT DEALERS OR BROKERS REGISTERED IN ANY OF THE
SELLING JURISDICTIONS AND COMPLYING WITH APPLICABLE SECURITIES LAWS BY WAY OF
THE EXEMPTIONS TO THE PROSPECTUS REQUIREMENTS;
(T)
TO THE KNOWLEDGE OF THE CORPORATION, NONE
OF ITS DIRECTORS OR OFFICERS ARE SUBJECT TO AN ORDER OR RULING OF ANY SECURITIES
REGULATORY AUTHORITY OR STOCK EXCHANGE PROHIBITING SUCH INDIVIDUAL FROM ACTING
AS A DIRECTOR OR OFFICER OF A PUBLIC COMPANY OR OF A COMPANY LISTED ON A
PARTICULAR STOCK EXCHANGE;
(U)
THE CORPORATION ACTS AS ITS OWN REGISTRAR
AND TRANSFER AGENT FOR THE COMMON SHARES;
(V)
TO ITS KNOWLEDGE, OTHER THAN THE SHAREHOLDER
AGREEMENT AND THE VOTING AGREEMENT, NEITHER THE CORPORATION NOR ANY OF ITS
SHAREHOLDERS IS A PARTY TO ANY UNANIMOUS SHAREHOLDER AGREEMENT, POOLING
AGREEMENT, VOTING TRUST OR SIMILAR TYPE OF ARRANGEMENTS IN RESPECT OF
OUTSTANDING SECURITIES OF THE CORPORATION;
(W)
THE WRITTEN RESPONSES GIVEN BY THE