Discovering and developing the mineral wealth of Northern Ontario

Pele Mountain Resources is focused on the sustainable development of a rare earth processing center in Elliot Lake, Ontario, at the same location as its Eco Ridge Mine Rare Earth and Uranium Project.

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Message: SEDAR Early Warning Report - Inwentash

SEDAR Early Warning Report - Inwentash

posted on Dec 29, 2008 02:04PM

Report Pursuant to National Instrument 62-103

Section 176 of the Securities Act (Alberta) Section 111 of the Securities Act (British Columbia) Section 110 of the Securities Act (Saskatchewan) Section 92 of the Securities Act (Manitoba) Section 101 of the Securities Act (Ontario) Section 147.11 of the Securities Act (Quebec) Section 102 of the Securities Act (Newfoundland) Section 107 of the Securities Act (Nova Scotia)

This report is made pursuant to the provisions of the securities legislation referred to above in connection with certain acquisitions of securities of Pele Mountain Resources Inc. (“Pele”).

1. Name and address of Offeror.

Sheldon Inwentash (“Inwentash”) c/o The Exchange Tower 130 King Street West, Suite 2500 Toronto, Ontario M5X 1A9

2. Designation and number or principal amount of securities and the Offeror’s securityholding percentage in the class of securities of which the Offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances.

On December 19, 2008, Inwentash acquired ownership of 2,000,000 common shares of Pele (the “Common Shares”) and 1,000,000 series GG share purchase warrants of Pele (each, a “Warrant”) (each Warrant entitling the holder thereof to acquire one additional Common Share at a price of $0.25 until December 19, 2010). In the event that the Warrants are fully exercised, these holdings represent approximately 3.3% of the total issued and outstanding common shares of Pele as of December 19, 2008, calculated on a partially diluted basis assuming the exercise of the Warrants only.

3. Designation and number or principal amount of securities and the Offeror’s securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to the obligation to file the news release.

Immediately following the acquisition noted in item 2 above, the Offeror, together with its joint actors, owns an aggregate of 9,740,000 common shares of Pele and rights to acquire an additional 2,000,000 common shares of Pele upon the exercise of convertible securities, including the Warrants (collectively, the “Convertible Securities”). Of these totals, the Offeror owns 2,350,000 common shares, including the Common Shares and the Warrants directly. In the event that the Convertible Securities are fully exercised, the holdings of the Offeror and joint actors represents a total of 11,740,000 common shares of Pele, or approximately 12.6% of all issued and outstanding common shares as at December 19, 2008, calculated on a partially diluted basis assuming the exercise of the Convertible Securities only. In the event that the Warrants are fully exercised, the direct holdings of the Offeror represents a total of 3,350,000 common shares of Pele, or approximately 3.6% of all issued and outstanding common shares as at December 19, 2008, calculated on a partially diluted basis assuming the exercise of the Warrants only.

4. Designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph 3 over which:

(a) the Offeror, either alone or together with any joint actors, has ownership and control;

See 3. above.

(b) the Offeror, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the Offeror or any joint actor; and

NIL

(c) the Offeror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership

NIL

5. The name of the market where the transaction or occurrence that gave rise to the news release took place.

N/A

6. The purpose of the Offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer.

The Common Shares and Warrants noted in 2. above were acquired for investment purposes. The Offeror or its joint actors may from time to time acquire additional securities of Pele, dispose of some or all of the existing or additional securities they hold or will hold, or may continue to hold their current positions.

7. The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer entered into by the Offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, or disposition or voting of any of the securities.

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These Common Shares and Warrants noted in item 2. above were acquired pursuant to a subscription agreement dated December 16, 2008 between Pele and the Offeror.

8. Names of joint actors in connection with the disclosure required by this Appendix.

Pinetree Capital Ltd. and Lynn Factor

9. In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value of the consideration paid by the Offeror.

The Common Shares and Warrants noted in item 2. above were acquired pursuant to a private placement for aggregate consideration of $240,000 ($0.12 per unit). The Warrants may be exercised at $0.25 until December 19, 2010.

10. If applicable, a description of any change in any material fact set out in a previous report by the entity under the early warning requirements of Part 4 in respect of the reporting issuer’s securities.

N/A

DATED as of the 22nd day of December, 2008.

Sheldon Inwentash

“Sheldon Inwentash”

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