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Sprott owns 12.3%

PORT UNDER PART 4

Of

NATIONAL INSTRUMENT 62-103

1.

Name and address of eligible institutional investor:

Sprott Asset Management Inc. (the “Offeror”)

200 Bay Street, Suite 2700, P.O. Box 27

Royal Bank Plaza, South Tower

Toronto, Ontario

M5J 2J1

2.

The net increase or decrease in the number or principal amount of securities, and in

the eligible institutional investor’s securityholding percentage in the class of

securities, since the last report filed by the eligible institutional investor under Part

4 or the early warning requirements:

As at October 31, 2008, there is a net decrease of 1,149,000 in the holdings of Common

Shares (the “Common Shares”) of Questerre Energy Corporation (the “Issuer”). Also, an

increase in the number of currently issued and outstanding shares has resulted in a net

decrease of 2.6% in the Offeror’s securityholdings.

3.

The designation and number or principal amount of securities and the eligible

institutional investor's securityholding percentage in the class of securities at the

end of the month for which the report is made:

As at October 31, 2008, the Offeror exercises control or direction, on behalf of accounts

fully managed by it, over 24,197,120 Common Shares of the Issuer. Based on the

number of currently issued and outstanding Common Shares (as reported by the Issuer),

the Offeror exercises control or direction over 12.3% of the issued and outstanding

Common Shares.

4.

The designation and number or principal amount of securities and the percentage of

outstanding securities referred to in item 3 over which:

(a)

the eligible institutional investor, either alone or together with any joint

actors, has ownership and control:

The Offeror does not itself own any Common Shares or other securities of the Issuer.

The only persons with whom the Offeror may be deemed by the

Securities Act

(Ontario)

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