Corporate Proxy Circular

CORPORATE PROXY CIRCULAR

Company Name:    Meeting Date:    Record Date:

RECITALS

WHEREAS, the board of directors has determined that it is in the best interests of the company and its shareholders to convene an annual or special meeting for the purpose of permitting shareholders to vote on certain matters described in this Circular; and

WHEREAS, notice of the meeting has been given to shareholders of record as of the Record Date and proxies are being solicited to ensure that a quorum is present and that shareholders may exercise their voting rights as more fully described herein; and

WHEREAS, the Board of Directors recommends that shareholders review the proposals and the recommendations set forth below and submit proxies in accordance with the instructions provided in this Circular.

NOTICE OF MEETING

Location:    Time:

Purpose: Shareholders will be asked to consider and vote upon the matters listed below, together with any other business properly presented at the meeting.

MATTERS TO BE VOTED

The following proposals are scheduled for shareholder consideration. For each proposal, indicate voting instruction by marking the applicable option on the proxy card below.

VOTING INSTRUCTIONS AND PROXY APPOINTMENT

A shareholder of record as of the Record Date may vote in person or by proxy. If completing a proxy, indicate voting instructions on the proxy card below. All properly executed proxies will be voted as directed; if no direction is given, proxies will be voted in accordance with the Board's recommendations.

Voting Choices (mark one per proposal):

Proposal 1: For Against Abstain

Proposal 2: For Against Abstain

Proposal 3: For Against Abstain

RECORDS, QUORUM AND VOTING SECURITIES

Shares Outstanding:    Quorum Requirement:

Shareholders of record at the close of business on the Record Date are entitled to vote. The presence in person or by proxy of the requisite proportion of outstanding shares constitutes a quorum for the transaction of business.

SOLICITATION AND REVOCATION

Proxies may be solicited by mail, telephone, facsimile, electronic transmission or in person by the Company's directors, officers and employees. All reasonable costs of solicitation will be borne by the company. A shareholder giving a proxy may revoke it at any time prior to its exercise by delivering a written notice of revocation to the Secretary or by submitting a later-dated proxy.

CONFIDENTIALITY

All non-public information contained in this Circular, and any information provided to proxy solicitors or advisors in connection with the solicitation, shall be treated as confidential and used solely for the purposes of soliciting proxies and preparing materials necessary to carry out shareholder voting. Recipients of confidential information must protect such information from unauthorized disclosure and comply with applicable securities laws.

FEES AND EXPENSES

The company will pay all costs and expenses of preparing, printing and distributing this Circular and soliciting proxies. If a proxy solicitor or other agent is engaged, the identity of such agent and the anticipated fees will be provided to shareholders in advance or disclosed at the meeting.

GOVERNING LAW; ENTIRE CIRCULAR

This Circular shall be governed by and construed in accordance with the laws of the jurisdiction of incorporation of the company without regard to conflicts of law principles. This Circular, together with any documents incorporated by reference, contains the entire disclosure to shareholders with respect to the matters presented for vote at the meeting and supersedes all prior communications, whether written or oral, on such matters.

ADDITIONAL INFORMATION

Shareholders who wish to obtain additional information regarding the proposals or the arrangements for solicitation should contact the Corporate Secretary at the address set forth below.

CERTIFICATION

The undersigned officers certify that the statements contained in this Circular are true and correct to the best of their knowledge and constitute a fair and full disclosure of all material facts regarding the matters submitted to shareholders for vote. The Circular was prepared pursuant to the authority of the Board of Directors.

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