UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Shareholders of the Corporation will be asked at the Meeting to approve a special resolution (the “Share Consolidation Resolution”) authorizing the board of directors of the Corporation to consolidate all of the Corporation’s issued and outstanding Common Shares on the basis of a ratio (the “Ratio”) of not more than one (1) post-consolidation Common Share for every ten (10) pre-consolidation Common Shares (the “Consolidation”), with the Consolidation to be implemented by the Corporation’s Board at any time prior to December 31, 2011. The Consolidation remains subject to receipt of all necessary regulatory approvals, including shareholder approval and acceptance of the TSX.

The proposed Consolidation may be necessary for the Corporation to maintain the listing of the Common Shares on the NYSE Amex, which the Board believes is currently in the best interests of the Corporation and its shareholders. Accordingly, the Corporation is seeking approval by the shareholders of the Consolidation on the basis of the proposed Ratio. The Board will not proceed with the Consolidation if it determines that the Consolidation is no longer in the best interests of the Corporation and its shareholders.

If the Share Consolidation Resolution is approved, the Consolidation will be implemented only upon a determination by the Corporation’s Board that the Consolidation is in the best interests of the Corporation and its shareholders at that time. In connection with any determination to implement a proposed Consolidation, the Corporation’s Board will set the timing for such Consolidation. No further action on the part of the shareholders will be required in order for the Board to implement the Consolidation. Under the Canada Business Corporations Act (“CBCA”), shareholders do not have dissent rights with respect to the proposed Consolidation. If the Corporation’s Board does not implement the Consolidation before December 31, 2011, the authority granted by the Share Consolidation Resolution to implement the Consolidation on these terms will lapse and be of no further force or effect. The Share Consolidation Resolution will also authorize the Board to elect not to proceed with, and abandon, the Consolidation at any time if it determines, in its sole discretion, to do so. The Board would exercise this right if it determined that the Consolidation was no longer in the best interests of the Corporation and its shareholders. No further action on the part of the shareholders will be required in order for the Board to abandon the Consolidation.

If the Share Consolidation Resolution is approved by the shareholders, and the Board decides to implement the Consolidation, following the obtaining of all necessary regulatory approvals, including the acceptance of the TSX, the Corporation will promptly file articles of amendment with the Director under the CBCA in the form prescribed by the CBCA to amend the Corporation’s articles of incorporation. The Consolidation will become effective on the date shown in the certificate of amendment in connection therewith, or such other date as indicated in the articles of amendment.

...<snip>...

...<snip>...