Below is an explanation of the resolution to be voted on. It's copied from the management circular posted on Sedar, and will also be mailed out to holders of record.

Amendment to the Issued and Paid-up Capital Account of the Company,

As at the close of business on December 31, 2008, the deficit of the Company was $20,504,379 and the issued and paid-up capital account, as of that date, amounted $27,835,259. The Company proposes to reduce the issued and paid-up capital account by an amount equal to $20,000,000 without any reimbursement to shareholders. After this reduction, the deficit will amount to $504,379 and the issued and paid-up capital account to $7,835,259. Management of the Company recommends that shareholders vote to pass a special resolution approving the amendment to issued and paid-up capital account of the Company. Unless otherwise directed, it is the intention of management nominees to vote proxies in the accompanying form of proxy in favour of the approval of the reduction of the issued and paid-up capital. The text of the proposed special resolution is set forth below. The affirmative vote of two-thirds of the votes cast in respect thereof is required in order to pass such special resolution.

“BE IT RESOLVED as a special resolution of the Company as follows:

1. The Company be and it is hereby authorized to decrease the issued and paid-up capital account of the Company by an amount equal to $20,000,000, without any reimbursement to shareholders, thus decreasing the issued and paid-up capital account to $7,835,259.

2. Any one director or officer of the Company is hereby authorized and directed to do all such acts and things and to execute and deliver under the corporate seal or otherwise all such deeds, documents, instruments and assurances as in his opinion may be necessary or desirable to give effect to this special resolution. “