NYSE-AMEX Corporate Governance The Company's common shares are listed on the NYSE-AMEX. Section 110 of the NYSE-AMEX Company Guide permits NYSE-AMEX to consider the laws, customs and practices of foreign issuers in relaxing certain NYSE-AMEX listing criteria, and to grant exemptions from NYSE-AMEX listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law. Set forth below is a description of the significant ways in which the Company's governance practices differ from those followed by U.S. domestic companies pursuant to NYSE-AMEX standards: Section 123 of the NYSE-AMEX Company Guide requires a quorum of not less than 33-1/3 of a listed company's shares issued and outstanding entitled to vote at a meeting of shareholders. The Company's Articles provide that two shareholders personally present and entitled to vote shall be a quorum for the purposes of a general meeting, the choice of a chairman and the adjournment of the meeting. For all other purposes the quorum for a general meeting of shareholders shall be two members present in person entitled to vote and holding or representing by proxy not less than one-tenth the number of issued and outstanding shares of the Company entitled to vote at such meeting. Section 7.03 of the NYSE-AMEX Governance Requirements states that a listed company is required to give shareholders at least ten days written notice in advance of all shareholders meetings and to provide for such notice in its bylaws. The Company's Articles (the equivalent of bylaws) provide that at least seven clear days notice of every shareholders meeting shall be given to the shareholders entitled to be present at such meeting. Notwithstanding this provision in the Company's Articles, the Company is subject to National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer, which requires that materials for a shareholders meeting must be sent in compliance with that instrument to all beneficial owners at least 21 days before the date fixed for the shareholders meeting. NYSE-AMEX requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies shall be solicited pursuant to a proxy statement that conforms to SEC proxy rules. The Company is a "foreign private issuer" as defined in Rule 3b-4 under the Securities Exchange Act of 1934, and the equity securities of the Company are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Securities Exchange Act of 1934, as amended. The Company solicits proxies in accordance with applicable rules and regulations in Canada which are consistent in material respects to the SEC proxy rules. Shareholder Approval Requirements: NYSE-AMEX US LLC requires a listed company to obtain the approval of its shareholders for certain types of securities issuances, including private placements that may result in the issuance of common shares (or securities convertible into common shares) equal to 20% or more of presently outstanding shares for less than the greater of the book or market value of the shares. Pursuant to the Toronto Stock Exchange Company Manual, shareholder approval is required for issuances of securities in excess of 25% of the issued and outstanding shares. In the event that the NYSE-AMEX's shareholder approval requirements are triggered by an issuance of the Company's securities, the Company will seek an exemption from those requirements on the basis that it be allowed to rely on the laws of its jurisdiction of incorporation.