One or more of the directors of the Company may also serve as directors of other companies engaged in similar business ventures. Accordingly, it may occur that contracts will be offered to both the Company and such other companies. As a result there may be situations that involve a conflict of interest. In that event, any interested directors would be required to declare the nature and extent of his interest and would not be entitled to vote at meetings of directors at which resolutions involving such a conflict are considered. The directors will attempt to avoid dealing with such other companies in situations where conflicts might arise and will at all times use their best efforts to act in the best interest of the Company.

To the Corporation's knowledge, no existing or proposed director of the Corporation is or has been, within the 10 years before the date of this Information Circular, a director or executive officer of any company that, while that person was acting in that capacity, 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

To the Corporation's knowledge, no existing or proposed director of the Corporation has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangements or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

The board has one standing committee – the audit committee (the"