REPORT UNDER PART 4
Of
NATIONAL INSTRUMENT 62-103
1. Name and address of eligible institutional investor:
Sprott Asset Management Inc. (the “Offeror”)
200 Bay Street, Suite 2700, P.O. Box 27
Royal Bank Plaza, South Tower
Toronto, Ontario
M5J 2J1
2. The net increase or decrease in the number or principal amount of securities, and in
the eligible institutional investor’s securityholding percentage in the class of
securities, since the last report filed by the eligible institutional investor under Part
4 or the early warning requirements:
As at October 31, 2008, there is a net decrease of 1,149,000 in the holdings of Common
Shares (the “Common Shares”) of Questerre Energy Corporation (the “Issuer”). Also, an
increase in the number of currently issued and outstanding shares has resulted in a net
decrease of 2.6% in the Offeror’s securityholdings.
3. The designation and number or principal amount of securities and the eligible
institutional investor's securityholding percentage in the class of securities at the
end of the month for which the report is made:
As at October 31, 2008, the Offeror exercises control or direction, on behalf of accounts
fully managed by it, over 24,197,120 Common Shares of the Issuer. Based on the
number of currently issued and outstanding Common Shares (as reported by the Issuer),
the Offeror exercises control or direction over 12.3% of the issued and outstanding
Common Shares.
4. The designation and number or principal amount of securities and the percentage of
outstanding securities referred to in item 3 over which:
(a) the eligible institutional investor, either alone or together with any joint
actors, has ownership and control:
The Offeror does not itself own any Common Shares or other securities of the Issuer.
The only persons with whom the Offeror may be deemed by the Securities Act (Ontario)
to be acting jointly and in concert with would be included in the list of managed accounts
referred to below.
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(b) the eligible institutional investor, either alone or together with any joint
actors, has ownership but control is held by other entities other than the
eligible institutional investor or any joint actors:
None.
(c) the eligible institutional investor, either alone or together with any joint
actors, has exclusive or shared control but does not have ownership:
The Offeror exercises control or direction over all of the Common Shares referred to
above in its capacity as portfolio manager of managed accounts.
5. The purpose of the eligible institutional investor and any joint actors in acquiring or
disposing of ownership of, or control over, the securities, including any future
intention to acquire ownership of, or control over, additional securities of the
reporting issuer:
The securities described herein are being held for investment purposes. Depending on
market and other conditions, the Offeror may from time to time in the future increase or
decrease its ownership, control or direction over the Common Shares or other securities
of the Issuer, through market transactions, private agreements or otherwise.
6. 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
eligible institutional investor, or any joint actor, and the issuer of the securities or
any other entity in connection with any transaction or occurrence resulting in the
change in ownership or control giving rise to the report, including agreements with
respect to the acquisition, holding, disposition or voting of any of the securities:
None.
7. The names of any joint actors in connection with the disclosure required by this
report:
The managed accounts of the Offeror holding Common Shares include: Sprott
Opportunities Hedge Fund L.P., Sprott Opportunities Offshore Fund Ltd., Sprott Growth
Fund, Sprott Small Cap Hedge Fund, Sprott Small Cap Equity Fund, Sprott Energy Fund,
Sprott Canadian Equity Fund, Sprott Bull Bear Fund, Sprott Hedge Fund L.P., Sprott
Hedge Fund L.P. II, Sprott Offshore Fund, Sprott Offshore Fund II, and the Sprott
Managed Accounts.
8. If applicable, a description of any change in any material fact set out in a previous
report by the eligible institutional investor under the early warning requirements or
Part 4 in respect of the reporting issuer’s securities:
Not applicable.
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9. A statement that the eligible institutional investor is eligible to file reports under
Part 4 in respect of the reporting issuer:
The Offeror is eligible to file reports under Part 4 of NI 62-103 in respect of the Issuer.
The filing of this report is not an admission that an entity named in the report owns or
controls any described securities or is a joint actor with another named entity.
Dated this 10th day of November, 2008.
SPROTT ASSET MANAGEMENT INC.
By: “Steven Rostowsky”
Steven Rostowsky
Chief Financial Officer