As set out in the table below the only officer with an outstanding share loan is Alain L aplante who borrowed 20000 to acquire 13333 Common Shares pursuant to the terms and conditions of the MEIP Share L oans F our other employees have acquired 45000 Common Shares pursuant to the MEIP Share L oan and owe a total of 45000 Largest Amount Outstanding Financially Assisted Involvement of During Last Amount Securities P urchased Name and P rincipal Issuer or Completed Outstanding as at During Last Completed Security for P osition Subsidiary Financial Y ear May 5 2008 Financial Y ear Indebtedness a b c d e f Alain L aplante Issuer 20000 13333 Common Shares Common Shares Chief Financial Officer DESCRIPTION OF SHARE C APIT AL The Company is authorized to issue an unlimited number of Common Shares and an unlimited number of preference shares issuable in series the P reference Shares As of March 31 2008 there were 24776536 Common Shares and no P reference Shares issued and outstanding Upon completion of this Offering there will be 32281542 Common Shares and no P reference Shares issued and outstanding Common Shares Each Common Share entitles the registered holder to notice of to attend and to one vote at meetings of the Companys shareholders Each Common Share also entitles the registered holder to participate rateably in any distribution of the Companys net assets upon liquidation dissolution or windingup of the Company subject to any preferential rights of any P reference Shares or any other shares which may rank prior to the Common Shares Holders of Common Shares are entitled to dividends if as and when declared by the Board out of funds legally available therefore subject to any preferential rights of any P reference Shares if issued Holders of Common Shares are not as shareholders generally liable for any liability act or default of the Company P reference Shares The Board may at any time and from time to time issue P reference Shares in one or more series each series to consist of such number of shares as may before the issuance thereof be determined by the Board and each series to carry such designations rights privileges restrictions and conditions as may before the issuance thereof be determined by the Board Options On January 31 2007 the Board approved the creation of the P rior Option Plan A total of 1055500 options are outstanding No further options will be issued pursuant to the P rior Option Plan following closing of this Offering See Option Plan PRIOR SALES In the 12 month period immediately preceding the date of this prospectus the following securities of the Company were issued at the prices and on the dates indicated Number and Description of Securities Issued Issue P rice per Security Date of Issue 26666 Common Shares 1 150 A ugust 20 2007 109870 Common Shares 2 150 M ay 31 2007 Notes 1 Issued to Alain L aplante 2 Issued in consideration for the acquisition of Soudure R oyale See The Company H istory 61