P rotocol enters into force. Non-R esident Holders are urged to consult their own tax advisors to determine the impact of the P rotocol and their entitlement to relief under the T reaty based on their particular circumstances. Dispositions A Non-R esident Holder generally will not be subject to tax under the T ax A ct in respect of a capital gain realized on the disposition or deemed disposition of a Common Share, nor will capital losses arising therefrom be recognized under the T ax A ct, unless the Common Share constitutes ‘‘taxable Canadian property’’ to the Non-R esident Holder thereof for purposes of the T ax A ct, and the gain is not exempt from tax pursuant to the terms of an applicable tax treaty. As long as the Common Shares are listed on the TSX at the time of disposition, the Common Shares generally will not constitute taxable Canadian property of a Non-R esident Holder, unless at any time during the 60 month period immediately preceding the disposition, the Non-R esident Holder, persons with whom the Non-R esident Holder did not deal at arm’s length, or the Non-R esident Holder together with all such persons, owned 25% or more of the issued Common Shares or any other class of shares of Orbit Garant. A Non-R esident Holder will not be subject to the requirements (including the notification to and the obtaining of a clearance certificate from the Canadian tax authorities) of section 116 of the T ax A ct in connection with a disposition of Common Shares if the Common Shares are listed on the TSX at the time of their disposition. RISK F ACTORS The following are certain factors relating to the Company’s business and the industry within which it operates, which prospective investors should carefully consider before deciding whether to purchase Common Shares. The following information is a summary only of certain risk factors and is qualified in its entirety by reference to, and must be read in conjunction with, the detailed information appearing elsewhere in this prospectus. These risks and uncertainties are not the only ones facing the Company . Additional risks and uncertainties not presently known to the Company , or that the Company currently deems immaterial, may also impair the operations of the Company . If any such risks actually occur , the business, financial condition, liquidity and results of operations of the Company could be materially adversely affected. Risks R elated to the Business and the Industry Cyclical Downturns Demand for drilling services and products depends significantly on the level of mineral exploration and development activities conducted by mining companies which in turn are driven significantly by commodity prices. Gold and base metal prices are currently at levels well above historical averages. There is a risk that a significant decline in commodity prices could substantially reduce future exploration and drilling expenditures by mining companies which in turn could result in a decline in the demand for the drilling services offered by the Company and would materially impact the Company’s revenue, financial condition, cash flows and growth prospects. Sensitivity to General Economic Conditions The operating and financial performance of Orbit Garant is influenced by a variety of international and country-specific general economic and, business conditions (including inflation, interest rates and exchange rates) access to debt and capital markets, as well as monetary and regulatory policies. A deterioration in domestic or international general economic conditions, including an increase in interest rates or a decrease in consumer and business demand, could have a material adverse effect on the financial performance and condition, cash flows and growth prospects of the Company. R eliance on and R etention of Employees In addition to the availability of capital for equipment, a key limiting factor in the growth of drilling services companies is the supply of qualified drillers, who the Company relies upon to operate its drills. The increase in demand for drilling services has created a situation where there is a shortage of qualified drillers and 70