PARTICULARS OF MATTERS TO BE ACTED UPON

Share Consolidation

Shareholder approval is being requested for a special resolution which would approve a consolidation and reorganization of the Company's shares to give the Company greater flexibility in future financings. Management is requesting approval to the consolidation of all of its Common Shares without par value such that every 20 of such Common Shares before consolidation

shall be consolidated into 1 Common Share without par value, or such other consolidation ratio that the directors of the Company deem necessary (the “Consolidation”). Management believes that reducing the number of shares outstanding to a number more comparable with its industry peers will facilitate analysis by industry market analysts and provide the Company with increased financial strength and flexibility. The Company currently has 203,378,085 common shares issued andoutstanding. Following a Consolidation, based on a 20 to 1 consolidation ratio, there would be approximately 10,168,904 common shares issued and outstanding...

Same Circular:

"Hastings Management Corp.

Hastings Management Corp. (“HMC”), a company wholly owned by Richard W. Hughes, a director and officer of the Company, was paid $900,000 for the year ending May 31, 2010 (2009: $705,000), pursuant to administrative services provided to the Company including supervising and administering the financial requirements of the Company’s business, communication with various regulatory authorities in order to ensure compliance with all applicable laws; assisting in the preparation of news releases, promotional materials and other documents required to be disseminated to the public and responding to any requests for information or questions which may be posed by the public; providing access to secretarial services and legal consultation; providing office space, office furniture, boardroom facilities, access to photocopier, fax and such other amenities normally associated with executive offices."

That's equivalent to 22.5 million shares at
.04 (or 1.125 million consolidated shares)