Form 3D1 – Fill Out and Use This PDF

(6)In determining the degree of detail required a standard of materiality should be applied. Materiality is a matter of judgment in each particular circumstance, and should generally be determined in relation to an item's significance to securityholders, investors, analysts and other users of the information. An item of information, or an aggregate of items, is considered material if it is probable that its omission or misstatement would influence or change a securityholder's or the Exchange's decision with respect to approving the proposed Transaction. In determining whether information is material, take into account both quantitative and qualitative factors. The potential significance of items should be considered individually rather than on a net basis, if the items have an offsetting effect. This concept of materiality is consistent with the financial reporting notion of materiality contained in the Handbook.

(7)The disclosure must be understandable to readers and presented in an easy to read format. The presentation of information should comply with plain language principles. If technical terms are required, clear and concise explanations should be included. Disclosure must be factual and non-promotional. Statements of opinions, beliefs or views must not be made unless the statements are made on the authority of experts and consents are obtained and filed. The Exchange may require verification of such disclosure.

(8)No reference need be made to inapplicable items and, unless otherwise required in this Form, negative answers to items may be omitted. Information provided under one item of this Form need not be repeated under another item.

(9)In respect of those items where a cross-reference is not specifically required, provide any appropriate cross-reference(s) to sections of the filing statement/information circularwhere further detail may be found.

(10)Where information as to the identity of a person is disclosed, disclose whether the person is at arm's length to the issuer, Target Company or Resulting Issuer, as applicable or, if the person is a Non-Arm’s Length Party, disclose the nature of the relationship. Where such Non-Arm’s Length Party is not an individual, disclose the name of any individual who is an Insider of that Non-Arm’s Length Party.

(11)Where a Transaction is subject to Exchange Policy 5.9, the disclosure in this form must also include the relevant disclosure required to be included in an information circular, as mandated under Policy 5.9.

(12)Whenever disclosure is required to be made of costs paid or to be paid by an issuer, Target Company, or Resulting Issuer, disclose the portion of the costs paid or to be paid to Insiders.

(13)Except as otherwise required by this Form, the information contained must be given for a specified date not more than 30 days before the date on which it is first sent to any securityholder or submitted in final form to the Exchange. If disclosure is required as of a specific date and there has been a material change or change that is otherwise significant in the required information subsequent to that date, present the information as of the date of the change or a date subsequent to the change instead.

(14)If the term "class" is used in any item to describe securities, the term includes a series of a class.

(15)If the issuer is engaged in oil and gas activities (as defined in National Instrument 51-101), disclosure in the filing statement/information circular must be consistent with National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities.

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Item 1: Cover Page Disclosure

1.1Cover Page Disclosure - State on the cover page the name of the issuer, whether the meeting to be held is an annual general and/or special meeting and the date the meeting it to be held.

1.2Required Language - State in italics at the bottom of the cover page the following:

"Neither the TSX Venture Exchange Inc. (the “Exchange”) nor any securities regulatory authority has in any way passed upon the merits of the [Reverse Takeover or Change of Business, as applicable] described in this filing statement/information circular."

Item 2: Table of Contents

2.1Table of Contents – Include a table of contents.

Item 3:

Glossary

3.1Glossary – Include a glossary of terms.

INSTRUCTION:

(1)Where the Glossary includes any of the terms set out in Appendix 1 to this Form, provide the corresponding definition set out in Appendix 1.

Item 4: Summary of Filing Statement/Information Circular

4.1Cautionary Language - At the beginning of the summary, include a statement in italics, in substantially the following form:

"The following is a summary of information relating to the issuer, [Target Company/Target Assets] and Resulting Issuer (assuming completion of the Transaction) and should be read together with the more detailed information and financial data and statements contained elsewhere in this filing statement/information circular."

4.2General - Briefly summarize, near the beginning of the filing statement/information circular, information appearing elsewhere in the filing statement/information circular that, in the opinion of the issuer, would be most likely to influence a securityholder's decision to approve the proposed Transaction. Include:

(a)a summary of the salient information relating to the holding of the meeting, including the time, place and date of the meeting, as well as each of the specific items of business to be considered at the meeting;

(b)the principal terms of the Transaction, including the parties to such Transaction, a description of the asset and/or business and/or entity to be acquired, the aggregate consideration to be issued to effect the Transaction, including, as applicable, the aggregate number of securities to be issued to proceed with such Transaction and the deemed issue price per security;

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(c)a summary of the interests of any Insider, promoter or Control Person of the issuer and their respective Associates and Affiliates (before and after giving effect to the Transaction), including any consideration that such individual or party may receive if the Transaction proceeds;

(d)a statement to the effect that the Transaction is not an Arm’s Length Transaction; if the Transaction is not an Arm’s Length Transaction, a statement to that effect in bold print and provide a brief summary thereof, based on information required by Item 13 of this Form;

(e)a summary of the estimated funds available to the Resulting Issuer based on information as required by Item 32.1 of the Form and the principal purposes of those funds based on information as required by Item 32.3, after giving effect to the Transaction;

(f)selected pro forma consolidated financial information;

(g)details respecting the issuer's listing on the Exchange and, if applicable, whether any public market exists for the securities of the Target Company;

(h)a statement as to the market price of the securities of the issuer and, if applicable, the Target Company on the date immediately preceding the announcement of the Transaction, and the market price of those securities as of the latest practicable date;

(i)a summary of any relationship or other arrangement between the issuer and the Target Company or Vendor and any Agent or Sponsor in connection with the Transaction based on information as required under Item 41 of the Form;

(j)a summary of the details of any conflicts of interest;

(k)a summary of the interests of experts, if any, based on information as required under Item 42.2 of the Form;

(l)a summary of risk factors.

INSTRUCTION:

(1)Provide appropriate cross-references to additional information respecting these items in the filing statement/information circular.

4.3Conditional Listing Approval – If application has been made to the Exchange to accept the Transaction and conditional listing acceptance has been received, include a statement in substantially the following form, with the bracketed information completed:

“The Exchange has conditionally accepted the Transaction subject to [the name of the issuer] fulfilling all of the requirements of the Exchange.”

PROXY RELATED INFORMATION

Item 5: Proxy Related Matters

5.1General Proxy Information – Provide the disclosure to be included in an information circular as required by applicable securities legislation, including National Instrument 51-102 – Continuous Disclosure Obligations.

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INSTRUCTION:

(1)If the required disclosure is specified elsewhere in this form, a cross reference may be made.

5.2Requisite Securityholder Approval(s) – Disclose the level of securityholder approval required in order for the Transaction or any other matter(s) to be approved.

INSTRUCTIONS:

(1)In setting forth the applicable securityholder approval(s) take into account the Majority of the Minority Approval required by the Exchange and any applicable corporate laws, securities legislation or securities directions which mandate the appropriate level of securityholder approval required in respect of each matter to be considered at the meeting.

(2)In the event that certain votes are to be excluded in the calculation of votes to determine the required level of securityholder approval, clearly disclose:

(a)the category of parties whose votes are to be excluded in accordance with the Majority of the Minority Approval required by the Exchange or any applicable securities legislation, securities directions, or otherwise; and

(b)as known to management, the total number of securities anticipated to be excluded from voting in respect of each matter.

5.3Dissenting Rights of Securityholders – In the event that securityholders are entitled to exercise rights of dissent under corporate or other applicable legislation in relation to the Transaction or other matter(s), provide a summary of the rights of dissent.

INSTRUCTION:

(1)In addition to the summary of dissent rights, a copy of an excerpt from applicable corporate or other legislation describing such rights of dissent may be attached as an appendix to the information circular.

5.4Risk Factors – Include a comprehensive description of the risk factors that a reasonable holder of securities in the issuer would consider relevant and in approving the Transaction or that would be material to a holder of securities in the Resulting Issuer after giving effect to the Transaction. Describe factors such as cash flow and liquidity problems, if any, experience of management, the general risks inherent in the business carried on or to be carried on by the Resulting Issuer, environmental and health risks, reliance on key personnel, regulatory constraints, economic or political conditions and financial history and any other matter that in the opinion of the issuer would be most likely to influence a securityholder's decision to vote in favour of the Transaction and/or that would be material to a holder of securities in the Resulting Issuer.

INSTRUCTION:

(1)Risks should be disclosed in the order of their seriousness.

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INFORMATION CONCERNING THE ISSUER

Item 6: Corporate Structure

6.1Name and Incorporation

(1)State the full corporate name of the issuer and the address(es) of the issuer's head and registered office.

(2)State the statute under which the issuer is incorporated or continued or organized. If material, state whether the articles or other constating or establishing documents of the issuer have been amended and describe the substance of the material amendments.

Item 7: General Development of the Business

7.1History – Describe the general development of the business of the issuer since incorporation. Include only major events or conditions that have influenced the general development of the business of the issuer.

7.2Financing - If the issuer, or any Non-Arm’s Length Party to the Transaction, is proceeding with any manner of financing in conjunction with the Transaction, provide details, including, as applicable, the following:

(a)If securities are being distributed for cash, provide details respecting the issue price per security, any agent fees, agent options or discounts and the proceeds to the issuer or such Non-Arm’s Length Party.

(b)If the distribution of the securities is to be on a best efforts basis, provide totals for both the minimum and maximum subscriptions, if applicable.

(c)Disclose separately those securities that are underwritten, those under option and those to be sold on a best efforts basis, and, in the case of a best efforts distribution, the latest date that the distribution is to remain open.

(d)Disclose commissions paid or payable in cash by the issuer or such Non-Arm’s Length Party and discounts granted. Also disclose:

(i)Commissions or other consideration paid or payable by persons or companies other than the issuer or such Non-Arm’s Length Party;

(ii)Consideration other than discounts granted and cash paid or payable by the issuer or such Non-Arm’s Length Party, including warrants and options; and

(iii)Any finder’s fees or similar required payment.

INSTRUCTIONS:

(1)The description of the number and type of securities being distributed shall include the restricted security terms, if any, disclosed in accordance with the requirements of applicable securities legislation or applicable securities directions.

(2)Include a description of any other manner of financing being undertaken by or on behalf of the issuer in connection with the proposed Transaction.

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Item 8: Selected Consolidated Financial Information and Management's Discussion and Analysis

8.1Selected Information - Provide the following financial data for the issuer in summary form for each completed financial year and any period subsequent to the most recent financial year end for which financial statements are included in the filing statement/information circular:

1.Total expenses.

2.Amounts deferred in connection with the Transaction.

8.2Management's Discussion and Analysis - Provide MD&A for the most recently completed annual financial statements and the most recent subsequently completed interim period of the issuer included in the filing statement/information circular.

INSTRUCTIONS:

(1)An issuer may satisfy the MD&A requirements for results of operations by discussing expense items on a cumulative from inception basis if the issuer also presents cumulative from inception information for expenses in the summary data required in Item 8.1 above.

Item 9: Description of the Securities

9.1Securities - If securities of the issuer are being distributed in connection with the Transaction, describe all material attributes and characteristics, including:

(a)dividend rights;

(b)voting rights;

(c)rights upon dissolution or winding-up;

(d)pre-emptive rights;

(e)conversion or exchange rights;

(f)redemption, retraction, purchase for cancellation or surrender provisions;

(g)sinking or purchase fund provisions;

(h)provisions permitting or restricting the issuance of additional securities and any other material restrictions; and

(i)provisions requiring a securityholder to contribute additional capital.

INSTRUCTION:

(1)If the securities are restricted securities, provide the description of the restricted security terms in accordance with the requirements of applicable securities legislation or applicable securities directions.

Item 10: Stock Option Plan - If the issuer has an incentive stock option plan:

(a)provide a summary of the incentive stock option plan, including details respecting vesting and restrictions on the aggregate number of securities which may be issued to an individual;

(b)state how the option price is determined; and

(c)disclose the termination provisions attaching to any stock options.

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INSTRUCTIONS:

(1)Revise the foregoing, as need be to reflect the specific terms of the plan, having regard to the restrictions applicable to stock option plans generally set out in the Policies.

(2)In the event that any matter to be acted upon at the meeting requires securityholder approval for an incentive stock option plan or an amendment to an incentive stock option plan, provide disclosure to reflect the plan or the specific amendments sought to be made to the plan and the reasons or rationale for any such amendments and detail any Policies that must be observed in order to permit approval of the plan or amendments to be made. This disclosure may be made under Item 37.2 of this Form.

Item 11: Prior Sales – State the dates and the prices at which securities of the issuer have been sold within the 12 months before the date of the filing statement/information circular, and the number of securities of the class sold at each price.

INSTRUCTION:

(1)If sales of the securities were made to Non-Arm’s Length Parties of the issuer, state this fact and detail the number of securities sold to such parties.

11.1Stock Exchange Price

(1)If shares to be issued in connection with the Transaction are listed on the Exchange, provide the price ranges and volume traded on the Exchange.

(2)Information is to be provided on a monthly basis for each month or, if applicable, part month, of the current quarter and the immediately preceding quarter and on a quarterly basis for the next preceding seven quarters.

Item 12: Executive Compensation

12.1Disclosure - Include in the filing statement/information circular the applicable disclosure required by Form 51-102F6 - Statement of Executive Compensation under National Instrument 51-102 Continuous Disclosure Obligations or its equivalent under applicable securities legislation and describe any intention to make any material changes to that compensation.

12.2Compensation - In addition to the disclosure required by Item 12.1 above, include:

(a)executive compensation disclosure for each of the issuer's three most highly compensated executive officers, in addition to the Chief Executive Officer and Chief Financial Officer, regardless of the amount of their compensation; and

(b)disclosure as to compensation paid to the period ended as of the date of the most recent financial statements included in the filing statement/information circular.

12.3Management Contracts

(1)Where management functions of the issuer or any subsidiary are to any substantial degree performed by a person other than the directors or senior officers of the issuer or subsidiary:

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(a)state details of the agreement or arrangement under which the management functions are performed, including the name and address of any person who is a party to the agreement or arrangement or who is responsible for performing the management functions;

(b)state:

(i)the names in full and the municipality of residence of the insiders of any person with which the issuer or subsidiary has any agreement or arrangement referred to in clause (a); and

(ii)if the following information is known to the directors or senior officers of the issuer, the names and municipality of residence of any person that would be an Insider of any person with which the issuer or subsidiary has any such agreement or arrangement if the person were a reporting issuer;

(2)With respect to any person named in answer to clause 1(a), state the amounts paid or payable by the issuer and its subsidiaries to the person since the commencement of the last financial year and give particulars including the form of compensation paid or payable; and

(3)With respect to any person named in answer to clause 1(a) or (b) and their associates or affiliates, give particulars of:

(a)any indebtedness of the person, associate or affiliate to the issuer or its subsidiaries that was outstanding; and

(b)any transaction or arrangement of the person, associate or affiliate with the issuer or subsidiary,

at any time since the commencement of the issuer's last financial year.

INSTRUCTIONS:

(1)In giving the information called for by this section, it is not necessary to refer to any matter that in all the circumstances is of relative insignificance.

(2)In giving particulars of indebtedness, state the largest aggregate amount of indebtedness outstanding at any time during the period, the nature of the indebtedness and of the transaction in which it was incurred, the amount of the indebtedness presently outstanding and the rate of interest paid or charged on the indebtedness.

(3)It is not necessary to include as indebtedness amounts due from the particular person for purchases subject to usual trade terms, for ordinary travel and expense advances and for other like transactions.

Item 13: Non-Arm’s Length Party Transactions/Arm’s Length Transactions

13.1Non-Arm’s Length Party Transactions

(1)Describe any acquisition of assets or services or provision of assets or services in any transaction completed within 24 months before the date of the filing statement/information circular, or in any proposed transaction, where the issuer has obtained or proposes to obtain such assets or services from:

(a)any director or officer of the issuer;

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(b)a securityholder disclosed in the filing statement/information circular as a principal securityholder, either before or after giving effect to the Transaction; or

(c)an Associate or Affiliate of any of the persons or companies referred to in paragraphs (a) or (b) above.

(2)Describe the form and value of the consideration and, if the issuer has acquired any assets, the costs of the assets to the vendor of the same.

INSTRUCTIONS:

(1)Information with respect to executive compensation need not be disclosed in this section.

(2)If any proposed transaction is a related party transaction that is subject to Exchange Policy 5.9, include the relevant disclosure required to be included in the information circular as mandated under Policy 5.9.

(3)As an alternative to the disclosure in this section, provide a cross-reference to the items of the filing statement/information circularwhere the required disclosure is made.

13.2Arm’s Length Transactions – If applicable, state that the proposed Transaction is an Arm’s Length Transaction.

Item 14: Legal Proceedings

14.1Legal Proceedings - Describe any legal proceedings material to the issuer to which the issuer is a party or of which any of its property is the subject matter and any such proceedings known to the issuer to be contemplated, including the name of the court or agency, the date instituted, the principal parties to the proceedings, the nature of the claim, the amount claimed, if any, if the proceedings are being contested, and the present status of the proceedings.

INSTRUCTION:

(1)No information need be given with respect to any proceeding that involves primarily a claim for damages if the amount involved, exclusive of interest and costs, does not exceed 10 percent of the current assets of the issuer. However, if any proceeding presents in large degree the same legal and factual issues as other proceedings pending or known to be contemplated, the amount involved in the other proceedings must be included in computing the percentage.

Item 15: Auditor, Transfer Agents and Registrars

15.1Auditor – State the name and address of the auditor of the issuer. State if action is to be taken at the meeting with respect to the appointment of a new auditor.

INSTRUCTION:

(1)If a change of auditors of the issuer will occur, include the summary of the reporting package as prescribed by section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations or any successor instrument and include a copy of the reporting package as an Appendix to the information circular.

15.2Transfer Agent and Registrar –State the names of the issuer’s transfer agent(s) and registrar(s) and the location (by municipalities) of each register on which transfers of the securities may be recorded.

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