Dividend P ayments Orbit Garant does not expect to pay dividends as it intends to use cash for future growth or debt repayment. In addition, the New Credit Agreement will place restrictions on the ability of Orbit Garant to declare or pay dividends. MA TERIAL CONTR ACTS The following are the material contracts of the Company, other than contracts entered into in the ordinary course of business, that were entered into (a) since June 1, 2006 (the beginning of the last financial year ending before the date of this prospectus), or (b) before June 1, 2006 but are still in effect: (i) the Underwriting Agreement referred to under ‘‘Plan of Distribution’’; (ii) the Orbit Share Purchase Agreement; (iii) the asset purchase agreement dated as of F ebruary 1, 2007 relating to the transfer of assets of Orbit to F orage Orbit Garant, s.e.n.c./Orbit Garant Drilling, a general partnership; (iv) the New Credit Agreement; (v) the P rior Option Plan; and (vi) the New Option Plan. Copies of the foregoing agreements are or will be available on the internet at www.sedar.com. INTEREST OF MANAGEMENT AND OTHERS IN MA TERIAL TR ANSACTIONS Except as disclosed elsewhere in this prospectus, no director, executive officer or shareholder who beneficially owns, directly or indirectly, or exercises control or direction over more than 10% of the outstanding Common Shares, or known associate or affiliate of any such person, has or had any material interest, direct or indirect, in any transaction within the last three years or in any proposed transaction, that has materially affected or will materially affect the Company. LEGAL PROCEEDINGS The Company is subject to certain claims and lawsuits from time to time in the course of carrying on its business. Except as to legal proceedings in which the Company is involved in the ordinary course of its business and which, in the opinion of the Company, are not material, the Company is not presently involved in any legal proceedings. EXPER TS Certain legal matters related to the Common Shares being offered hereby are being passed upon on behalf of Orbit Garant and the Selling Shareholders by Goodmans LLP , and on behalf of the Underwriters by F asken Martineau DuMoulin LLP . A UDITORS, TR ANSFER AGENT AND REGISTR AR The auditors of Orbit Garant are Samson Belair Deloitte & T ouche s.e.n.c.r.l., 155 Dallaire, R ouyn Noranda, Qu ? ebec, Canada. The transfer agent and registrar for the Common Shares is CIBC Mellon T rust Company at its principal offices located in T oronto, Ontario. 77