Form 24 - Statement of material facts [F - Rescinded]

(Published and Effective dates are unknown)

This is the form of Statement of Material Facts required by Section 121 of the regulations.

FORM 24

SUPERINTENDENT OF BROKERS

AND

VANCOUVER STOCK EXCHANGE

STATEMENT OF MATERIAL FACTS (# ________________________________ )

EFFECTIVE DATE: ________________________________________________

_______________________________________________________________

NAME OF ISSUER, ADDRESS OF HEAD OFFICE AND TELEPHONE NUMBER

_______________________________________________________________

ADDRESS OF REGISTERED AND RECORDS OFFICES OF ISSUER

_______________________________________________________________

NAME AND ADDRESS OF REGISTRAR & TRANSFER AGENT FOR ISSUER'S SECURITIES IN BRITISH COLUMBIA

_______________________________________________________________

OFFERING:

Agent/Underwriter:

Neither the Superintendent of Brokers nor the Vancouver Stock Exchange has in any way passed upon the merits of the securities offered hereunder and any representation to the contrary is an offence.

General Instructions

Cover Page

(1) Set out in tabular form, on the front cover of the statement of material facts: the description, designation and number of securities being offered by the issuer or selling shareholder; the price per security; the underwriting discount or commission; and the net proceeds or estimated net proceeds to the issuer or selling shareholder on both a per security and an aggregate basis. If it is not possible to state the price or the amount of the underwriting discount or commission, the method by which such amounts are to be calculated shall be explained.

(2) Where the securities offered are speculative in nature, the following statement shall be included on the front cover of the statement of material facts: "The securities offered hereunder are speculative in nature. Information concerning the risks involved may be obtained by reference to this document; further clarification, if required, may be sought from a broker."

1. Plan of Distribution
   
   (1) State the manner in which the securities being offered are to be distributed, including the particulars of any underwriting or option agreements and sub-underwriting or sub-option agreements outstanding or proposed to be given, the particulars of any assignments or proposed assignments of any such agreements and any rights of first refusal on future offerings.
   
   (2) Give particulars of any payments in cash or securities or any other consideration made or to be made to a promoter, finder or any other person in connection with the offering.
   
   (3) Where the issuer has a market maker, state name, address and the approximate number of securities of the issuer under his control.
   
   (4) State the number of securities of the issuer beneficially owned, directly or indirectly, by the underwriter or agent, as the case may be.
   
   (5) If any securities are offered by a selling security holder, state name, address, number of securities beneficially owned by him, directly or indirectly, number being offered and number to be owned by him after the offering. State that the securities of any selling security holder will not be sold until the distribution of the issuer's securities has been completed.
   
   
2. How the Net Proceeds of the Issue are to be Spent
   
   (1) Set out in a tabular form the principal purposes for which the net proceeds and any material amounts of working capital on hand will be used and the estimated amount to be spent on each.
   
   (2) In the case of a best efforts offering, include a statement regarding priority usage of the actual proceeds where the entire offering is not sold.
   
   (3) In the event that proceeds from this offering will be insufficient to rectify any material working capital deficiency, explain how such working capital deficiency will be rectified so as to render the issuer solvent upon completion of the offering.
   
   (4) State the particulars of any provisions or arrangements made for holding any part of the net proceeds in trust or subject to the fulfillment of any conditions howsoever imposed.
   
   
3. Material Natural Resource Properties
   
   (1) Summary of Material Mining Properties - Furnish in substantially the tabular form indicated below the information specified for those mining properties which fall into Groups I, II and III as defined in the heading to the table. Include these definitions in the table heading in the statement of material facts.
   
   SUMMARY OF MATERIAL MINING PROPERTIES
   
   Group I - Properties for which regulatory approval has been obtained under this statement of material facts.
   
   Group II - Presently held properties which are currently producing or being explored, or upon which exploration is planned within the next year.
   
   Group III - Other presently held properties upon which the issuer's acquisition and exploration costs to date exceed $100,000.
   
   _________________________________________________________
   
   Planned Expenditure
   
   Issuer's Acquisition Shares from Funds Available
   
   Property and Exploration Issued upon Completion
   
   Group Name Costs to Date (in $) To Date of the Offering
   
   ___________________________________________________________
   
   I
   
   ___________________________________________________________
   
   II
   
   ___________________________________________________________
   
   III
   
   __________________________________________________________
   
   Instructions for completing the above summary:
   
   (a) List properties in alphabetical order within each group.
   
   (b) Costs to date should be stated on an accrual basis (i.e. cash paid out as well as amounts currently due but not yet paid).
   
   (c) Include under "Planned Expenditure" only amounts included in Item 2(1). Do not include proceeds from the exercise of warrants or options.
   
   (2) Oil and Gas Properties with Undiscovered Reserves of over $1,000,000 - For issuers whose total undiscounted reserves of oil and gas exceed $1,000,000, provide the following information in substantially tabular form indicated below.
   
   SUMMARY OF ESTIMATED NET RESERVES OF OIL AND GAS PROPERTIES BY
   JURISDICTION AND CATEGORY
   
   ____________________________________________________________
   
   Present Value of
   
   Jurisdiction Category Quantity Net Cash Flow
   
   OIL GAS Undiscounted 15%
   
   (BBLS) (MMCF) OIL GAS OIL GAS
   
   _____________________________________________________________
   
   a) Canada Proved --
   
   Producing
   
   Proved --
   
   Non-Producing
   
   Probable --
   
   Additional
   
   ________________________________________________________________
   
   Subtotal
   
   ________________________________________________________________
   
   b) U.S.A. Proved --
   
   Producing
   
   Proved --
   
   Non-Producing
   
   Probable --
   
   Additional
   
   _________________________________________________________ Subtotal
   
   _______________________________________________________________
   
   c) __________ Proved --
   
   Other Producing
   
   Jurisdiction Proved --
   
   Non-Producing
   
   Probable --
   
   Additional
   
   ________________________________________________________________
   
   Subtotal
   
   ________________________________________________________________
   
   Total
   
   ________________________________________________________________
   
   Notes to the above table:
   
   (a) The values reported above are ________________________ income tax.
   
   (before, after)
   
   (b) The values reported above may not necessarily be the fair market value of the reserves.
   
   (3) Summary of Applicable to all Oil and Gas Properties - Furnish in substantially the tabular form indicated in Appendix A the information specified for those oil and gas properties which fall into Groups I, II and III as defined in the heading to the table. Include these definitions in the table heading in the statement of material facts.
   
   (4) Narrative Information:
   
   (a) For each property listed in the summaries referred to in Items 3 (1) and 3 (3) above, provide the information specified in Item 3 (4) (c) below. For Group I properties, also provide the information specified in Item 3 (4) (d) below.
   
   (b) Order of information:
   
   i) The narrative information with respect to mining properties should follow the table referred to in Item 3 (1) and the narrative information with respect to oil and gas properties should follow the table referred to in Item 3 (3). The table referred to in Item 3 (2), if applicable, should immediately precede the table referred to in Item 3 (3).
   
   ii) Properties should be described in the same order as listed on the tables and under the same headings (Group I - Properties for which regulatory approval has been obtained under this statement of material facts, etc. ...)
   
   (c) Information required for all properties listed:
   
   i) Describe the interest owned or to be acquired by the issuer. The description should include the issuer's contribution to costs and share in revenues where these are not identical and should describe any applicable royalties, net smelter returns, carried interests, etc.
   
   ii) Briefly describe any material exploration and development work carried out on the property to date, the results thereof and any exploration and development work which the issuer proposes to carry out on the property.
   
   iii) Disclose any commitments respecting the property (such as installments of cash or shares required to maintain options, commitments to carry out exploration programs or drilling obligations required to maintain leases).
   
   iv) Mining Properties - If work done on the property has established the existence and reserves of proven, probable or possible ore, disclose the estimated tonnage and grade of each such class of ore reserves as well as the name of the person making the estimates and the nature of his relationship to the issuer. If the property has no known ore reserves, so disclose.
   
   Oil and Gas Properties - If reserves have been assigned in an independent engineering report acceptable to the regulatory authorities, identify the report by author and date, and state the category (proved producing, proved nonproducing, probable additional), type (crude oil, synthetic oil, natural gas, natural gas liquids, sulphur) and values assigned on a net cash-flow basis, using discount rates of 0% and 15%. If the property has no known reserves of oil and gas, so disclose.
   
   v) For each property which is currently producing, state the total revenue generated, net to the issuer's interest, (a) in the latest complete fiscal year and (b) currently, on a monthly basis.
   
   (d) Additional information required for Group I properties:
   
   i) Disclose the name and address of the vendor.
   
   ii) If the property was acquired by the vendor within a year of the issuer's acquisition, state the cost of the property to the vendor.
   
   iii) If an insider or promoter of the issuer has held any interest in the property during the past three years, so disclose.
   
   iv) State the total consideration paid or payable by the issuer, including that information required by Item (3) (4) (c) (iii).
   
   
4. Particulars of Non-Resource Assets
   
   Where the issuer is engaged or proposes to engage, in whole or in part, in a business other than for the exploration and development of natural resources:
   
   (1) Briefly describe the business carried on or intended to be carried on by the issuer and the general development of such business within the past three years. Where applicable, provide a market or feasibility study or a summary thereof.
   
   (2) If the business consists of the production or distribution of various products or the rendering of various services, briefly describe the principal products or services.
   
   (3) State briefly the location and general character of any material properties, including buildings and plants, of the issuer. If any property is not freehold property, so state and briefly describe the nature of the title. If a property is subject to any material encumbrance, briefly describe the same.
   
   (4) If the issuer proposes to make a material acquisition of an asset, property or existing business, provide the following information:
   
   (a) Disclose the name and address of the vendor.
   
   (b) If the asset, property or business was acquired by the vendor within a year of the issuer's acquisition, state the cost thereof to the vendor.
   
   (c) If an insider or promoter of the issuer has held any interest in the asset, property or business during the past three years, so disclose.
   
   (d) State the total consideration paid or payable by the issuer.
   
   (e) Describe the interest owned or to be acquired by the issuer.
   
   
5. Corporation Information
   
   (1) Give details of the place, date and method of incorporation, and of any change of name or reorganization which has taken place within the past three years. If the shares of the issuer have been consolidated or subdivided within the past three years, give the date and the ratio.
   
   (2) State the authorized and issued share capital of the issuer and outline briefly any material rights and restrictions attaching to the share capital, such as voting, preference, conversion or redemption rights.
   
   (3) Disclose details of any shares issued since the date of the latest financial statements included in the statement of material facts.
   
   
6. Directors, Officers, Promoters and Persons Holding More Than 10% of the Issued Voting Shares
   
   (1) For each director, officer and promoter of the issuer, provide the following information:
   
   (a) State full name and residential or postal address.
   
   (b) Identify all positions held with the issuer (such as chairman, director, president, secretary, promoter).
   
   (c) State the number of voting shares of the issuer beneficially owned, directly or indirectly, separated by class into (a) escrowed, (b) pooled and (c) all other shares.
   
   (d) State the name of each employer and give chief occupation in the previous five years. If the employer is a self-owned company, so state. Occupational descriptions should describe the function actually performed; vague descriptions such as "businessman" should be avoided.
   
   (2) If any director, officer or promoter of the issuer is, or has been within the past three years, a director, officer or promoter of any other reporting issuer, provide the following information:
   
   (a) State the number of such issuers of which he is currently a director, officer or promoter. Indicate that a list of the names of such issuers will be available for inspection at the location and during the times specified in Item 9(5).
   
   (b) State the name of any such issuer which was, during the period he was a director, officer or promoter of the issuer, struck off the register of companies by the British Columbia Registrar of Companies, or other similar authority, or whose securities were the subject of a cease trade or suspension order for a period of more than thirty consecutive days. Describe as well the reasons for such striking, cease trade or suspension order.
   
   (3) (a) If any director, officer, promoter or insider has received direct or indirect
   
   remuneration from the issuer within the past year, state particulars, including name of recipient, level of remuneration and duties performed.
   
   (b) If any director, officer, promoter or insider has received anything of value from the issuer within the past year which has not been disclosed elsewhere in the statement of material facts, state particulars. Anything of value includes money, securities, property, contracts, options or rights of any kind, whether received directly or indirectly.
   
   (4) Give the full name, residential or postal address and number of voting shares, separated by class into (a) escrowed, (b) pooled and (c) all other voting shares, beneficially owned by each person who is known by the signatories hereto to own beneficially, directly or indirectly, more than 10% of the voting shares of the issuer, other than those persons disclosed in Item 6(1). Where the beneficial owner is a corporation, provide the information required by General Instruction (8).
   
   
7. Options to Purchase Securities of the Issuer
   
   (1) Disclose all options, share purchase warrants or rights, other than those disclosed in Items 1 and 3, granted to an insider or promoter of the issuer or by a present security holder.
   
   (2) Options granted to employees may be shown in the aggregate.
   
   
8. Securities of the Issuer Held in Escrow, in Pool or Subject to Hold Restrictions
   
   (1) Briefly describe the number of and the material terms governing release and cancellation of all escrow shares.
   
   (2) Briefly describe the number of and the material terms governing release of all pooled shares.
   
   (3) State the number of and briefly describe the material terms governing any other securities which are subject to an unexpired hold period originally imposed by the superintendent.
   
   
9. Particulars of any Other Material Facts
   
   (1) Briefly describe any actual or pending material legal proceedings to which the issuer is or is likely to be a party or of which any of its property is or is likely to be the subject.
   
   (2) Specify any properties proposed to be acquired for which regulatory approval is not being sought under the statement of material facts.
   
   (3) If liabilities (including bonds, debentures, notes or other debt obligations) have significantly increased or altered subsequent to the date of the financial statements included in the statement of material facts, disclose particulars of such increase or alteration.
   
   (4) Briefly state any other material facts not previously disclosed herein.
   
   (5) State a reasonable time and place at which the following documents may be inspected during the distribution of the securities offered hereunder and for 30 days after completion of such distribution:
   
   (a) all contracts referred to in the statement of material facts;
   
   (b) all technical reports summarized or referred to in Items 3 and 4; and
   
   (c) a list of the names of the reporting issuer referred to in Item 6 (2) (a).
   
   
10. The financial statements to be provided shall contain at least the undermentioned information:
    
    (1) An Emerging Growth Industrial Issuer is, for the purposes of this form, considered to be an issuer that is in the process of developing its productive capacity and requires the introduction of capital in order to sustain itself.
    
    (2) Where the issuer is an emerging growth industrial issuer or a natural resource issuer not yet in production the following financial statements will be required for the latest financial year and any part of a subsequent financial year:
    
    (a) a balance sheet;
    
    (b) a statement of surplus or deficit:
    
    (c) a statement of changes in financial position;
    
    (d) an analysis of deferred charges, segregating where applicable expenditures for research, development and exploration, as the case may be, from expenditures for administration and showing the totals for each.
    
    (3) The balance sheet of the Issuer shall be as at a date not more than 60 days before the date of the submission of the statement of material facts.
    
    (4) Where the financial statements are prepared for part of a financial year:
    
    (a) comparative figures for the comparable period in the prior year are not required; and
    
    (b) may be prepared by a public accountant or by management, but if a public accountant has assisted in their preparation a copy of the auditor's communication suggested for these circumstances by the handbook of the Canadian Institute of Chartered Accountants shall be provided the Superintendent and the Exchange.
    
    (5) Where the issuer is an industrial issuer having an acceptable sales base on which an income statement is meaningful or where the issuer is a natural resource issuer in production, the financial statements shall comprise of at least:
    
    (a) an income statement;
    
    (b) a statement of surplus or deficit;
    
    (c) a statement of changes in financial position; and
    
    (d) a balance sheet.
    
    
11. Statutory Rights of Rescission
    
    Include only the following statement: "The British Columbia Securities Act provides purchasers with the right to rescind a contract for the purchase of securities where the statement of material facts and any existing amendments thereto either contain a misrepresentation or are not delivered to the purchaser before delivery of the written confirmation of sale. For further information concerning these rights, and the time limits within which they must be exercised, refer to Sections 66, 114 and 118 of the Securities Act or consult a lawyer."
    
    
12. Close the Statement of Material Facts with the Following Certificates
    
    (1) Certificate of the directors and promoters of the issuer:
    
    The foregoing constitutes full, true and plain disclosure of all material facts relating to the securities offered by this statement of material facts as required by the Securities Act and its regulations.
    
    _________________________________
    
    Date
    
    (a) This certificate must be signed in accordance with and subject to Section 49 of the Act.
    
    (b) Identify each signature and signing capacity of the signatory.
    
    (2) Certificate of the Underwriter(s)/Agent(s):
    
    Where an underwriter is in a contractual relationship with the issuer or a security holder of the securities offered, the following certificate shall be signed by the underwriter or, where duly authorized in writing, the underwriter's agent.
    
    To the best of our knowledge, information and belief, the foregoing constitutes full, true and plain disclosure of all material facts relating to the securities offered by this statement of material facts as required by the Securities Act and its regulations.
    
    _________________________________
    
    Date

APPENDIX A

SUMMARY OF MATERIAL OIL AND GAS PROPERTIES

_____________________________________________

Group Description Undiscounted Value Present Value of

of Existing Reserves Existing Reserves

Net to the Issuer's (15% Discount Rate)

Interest, as of Net to the Issuer's Interest,

Date of Report as of Date of Report

_________________________________________________

I

_________________________________________________

II

_________________________________________________

III

_________________________________________________

_________________________________________________

Issuer's Acquisition Planned Expenditure
and Exploration Issuer's Revenue from Funds Available
Costs to Date Shares Issued To Date upon Completion
Group (in $) To Date (in $) of the Offering

__________________________________________________

I

___________________________________________________

II

___________________________________________________

III

___________________________________________________

Instructions for completing the above summary:

(a) List properties in alphabetical order within each group.

(b) Costs to date should be stated on an accrual basis (i.e. cash paid out as well as amounts currently due but not yet paid).

(c) Include under "Planned Expenditure" only amounts included in Item 2 (1). Do not include proceeds from the exercise of warrants or options.