1. The Board should explicitly assume responsibility for stewardship of the Corporation, and specifically for:

1 (a) Adoption of a strategic planning process.

The Board participates with management, in the development, and approval of the Corporation's strategic plan. The Board also approves all business plans, corporate policies, financings and capital and operating budgets. At regularly scheduled meetings, members of the Board and management discuss a broad range of issues relevant to the Corporation's overall strategy.

1 (b) Identification of principal risks of the Corporation's business, and the implementation of appropriate systems to manage these risks.

The Board's participation in the strategic planning process involves consideration of the principal risks inherent in the Corporation's business. The Audit Committee of the Board addresses specific risks and risk management in its review of the Corporation's financial statements.

1 (c) Succession planning, including appointing, training and monitoring senior management.

The Board is responsible for succession planning at the Board and senior management levels and monitors the performance of senior management. The Corporate Governance, Compensation and Nominating Committee acts on an as needed basis to fill specific requirements at senior management levels.

1 (d) Communications policy

The Corporation's communications practice provides for open and timely disclosure of relevant information relating to the Corporation and its business and affairs. The Board reviews the Corporation's audited consolidated financial statements, interim financial statements and selected corporate disclosure documents including information circulars before they are publicly released.

1 (e) Integrity of internal control and management information systems.

The Audit Committee assists the Board by reviewing the effectiveness of financial reporting, management information and internal control systems. The Audit Committee is to meet at least four times each year. The Audit Committee is comprised of all unrelated directors. The Audit Committee will meet with the auditors independent of management as required.

2. Majority of directors should be 'unrelated', (free from conflicting interests).

At December 31, 2004, the Corporation had seven directors, six of whom were 'unrelated' to the Corporation as that term is used in the TSX Guidelines.

3. Disclose for each director whether he or she is related, and how that conclusion was reached.

Mr. Morel is a related director as he is the President and Chief Executive Officer of the Corporation. The Board has determined Mr. MacDonald to be an unrelated director, even through he is a partner in a law firm that is compensated for providing legal services to the Corporation. The Board has also determined Mr. Anderson to be an unrelated director, even though he is an employee of a land services company that is compensated for providing land services to the Corporation. The Board has determined that Messrs. Harvey, McCulloch, Templeton, Evans and Penner are unrelated to the Corporation as that term is used in the TSX Guidelines as they are independent of management, have no material interest, business or other relationship (other than interests and relationships arising from shareholding) that could, or could reasonably be perceived to, materially interfere with their ability to act in the best interests of the Corporation, and have not received any material compensation from the Corporation. Each director is eligible to participate in the Corporation's stock option plan.

4. Appoint a committee:

4 (a) Responsible for the nomination ' and assessment of directors.

The Board has a Corporate Governance, Compensation and Nominating Committee which is responsible for nominating new directors. This committee has as part of its mandate the responsibility for recommending suitable candidates for nomination to the Board and maintaining an overview of the entire membership of the Board. The Board will assess the continuing qualifications and the continued validity of their credentials on an as-needed basis.

4 (b) Composed exclusively of outside directors (i.e. non-management directors the majority of whom are unrelated).

All of the members of the Corporate Governance, Compensation and Nominating Committee are not unrelated directors as Mr. Morel, an officer of the Corporation, is a member of such committee.

5. Implement a process for assessing effectiveness of the Board, its committees and individual directors.

The Board does not have a formal process for assessing the effectiveness of individual directors and the Board.

6. Provide orientation and education programs for new directors.

New directors are provided with written information about the business and operations of the Corporation and opportunities for meetings and discussion with senior management and other directors. The details of the orientation of each new director are tailored to that director's individual needs and areas of interests.

7. Examine size of Board and consider reducing the number of directors with a view to improving effectiveness.

The Board presently consists of eight members. The Board is committed to reviewing its size regularly and considers the current number of directors to be an appropriate number for the size of the Corporation and sufficient to provide an appropriate mix of backgrounds and skills for the stewardship of the Corporation.

8. Review the adequacy and form of compensation of directors in light of risks and responsibilities.

The Corporate Governance, Compensation and Nominating Committee reviews and reports to the Board on directors' compensation issues. Directors are compensated through the payment of $1,000 per month for acting in such capacity and by the grant of stock options pursuant to the Corporations stock option plan. Compensation levels are reviewed periodically by the Corporate Governance, Compensation and Nominating Committee. Director's liability insurance is also provided.

9. Committees should generally be composed of outside directors, a majority of whom are unrelated.

The Audit Committee is comprised of outside, unrelated directors. All of the other committees are comprised of a majority of outside, unrelated directors as Mr. Morel, the President and Chief Executive Officer of the Corporation, is the only related member of such other committees.

10. The Board's responsibility for/or appoint a committee with the general responsibility for developing the Corporation's approach to corporate governance issues.

The Corporate Governance, Compensation and Nominating Committee has been formed and is responsible for making recommendations to the Board with respect to developments in the area of corporate governance and practices of the Board. The Board felt it is necessary to combine the Corporate Governance, Compensation and Nominating committees to maximize efficiency of the Board.

11 (a) The Board, together with the Chief Executive 'officer (CEO), define limits to management's responsibilities by developing mandates for:

(i) the Board; and

The Board has ultimate responsibility for the overall stewardship of the Corporation. The Board is developing mandates for the Board Committees. Day-to-day management is the responsibility of the executive officers of the Corporation.

(ii) the CEO

Management is responsible for the effective, efficient and prudent management of the Corporation's day-to-day operation subject to the Board's stewardship. The President and CEO is responsible to lead and manage the Corporation within parameters established by the Board and relevant committees. The President and CEO also develops and recommends strategic plans to the Board and involves the Board in the early stages of developing strategy. Additionally, the President and CEO is expected to successfully implement capital and operating plans, report regularly to the Board on the overall progress and results against the operating and financial objectives and the maximization of shareholder value.

Board should approve or develop the corporate objectives for which the CEO is responsible for meeting.

The corporate objectives for which the President and CEO is responsible is addressed on an ongoing basis as part of the strategic planning process.

12. Establish structures and procedures to enable the Board to function independently of management.

The committees of the Board meet independently of management when appropriate and regularly schedules in camera sessions without management present at each of its Board meetings. The Board is currently comprised of a majority of outside, unrelated directors as seven of the eight Board members are not part of management and are unrelated.

13 (a) All members of the Audit Committee should be outside directors;

All members of the Audit Committee are outside, unrelated directors.

13 (b) Ensure an Audit Committee has a specifically defined mandate;

The Audit Committee has adopted a charter to guide its activities in order to fulfill its mandate. The Audit Committee reviews the Corporation's audited financial statements and interim financial statements and selected corporate disclosure documents before they are approved by the Board. It approves the public release of quarterly financial results, monitors accounting, financial reporting, control and audit functions, reviews risk management policies and reviews issues relating to legal and regulatory responsibilities.

13 (c) The Audit Committee should have direct communication channels with the internal and external auditors to discuss and review specific issues as appropriate; and

The Audit Committee reviews the external audit plans and meets with the external auditors, in each case independently of management.

13 (d) The Audit Committee duties should include oversight responsibility for management reporting on internal controls and should ensure management has designed and implemented an effective system of internal controls.

The Audit Committee reviews the adequacy of management's reporting and internal controls.

14. Implement a system to enable individual directors to engage outside advisors at the Corporation's expense.

The Board is developing a system whereby individual directors may engage outside advisors at any time (at the expense of the Corporation) to provide advice with respect to a corporate decision or action.