Share Trading Program

Pound-Maker Investments Ltd. (Company) has adopted a web-based Share Trading Program to facilitate trading in its Shares by matching potential Buyers of Shares with potential Sellers of Shares at Trading Sessions that are held on the 3rd Friday of each month (a Trading Date) commencing at 2:00 p.m., Saskatchewan time.  The first Trading Session will be held Friday, February 17, 2006 and the Program will continue until terminated or suspended by the Board of Directors (Board) of the Company.

Trading Sessions end at 2:00 pm on the third Friday of every month.

Program Governance and Administration

The detailed principles, rules and procedures for the operation and administration of the Program are set out in General Terms and Conditions that were adopted by the Company’s Board in January of 2006.  The Program is administered by officers and employees of the Company (the Administrator) under the direction of the Board.  These General Terms and Conditions, together with Supplemental Documents and Standard Form Documents used in the administration of the Program are all posted on this Website.  Additionally, Current Trading Information and Historical Trading Information, together with any amendments to or supplemental rules for the Program will be posted to this Website.

Additional information about Pound-Maker Investments Ltd. is available at www.sedar.com.

The activities of the Company, its directors, officers, employees and agents, in respect of the Share Trading Program are purely administrative in nature.  Neither the Company nor any of its directors, officers, employees and agents provide or are authorized to provide investment advice with respect to the Program or take any active part in soliciting persons to become Participants in the Program or to trade Shares under the Program.  No fees or commissions are charged by the Company in respect of any Shares traded under the Program.  Persons selling or buying securities of the Company under the Program are cautioned that they are responsible for ensuring compliance with The Securities Act, 1988 (Saskatchewan) and any other applicable securities legislation, including, especially but without limitation, the take-over bid and insider trading provisions of such securities legislation.  Participants are also urged to consult their own professional advisers before trading Shares under the Program.

Summary of Program

The following is a summary of the Program only and is qualified by and is subject to the detailed rules, policies and procedures set out in the General Terms and Conditions and Supplemental Documents as amended from time to time.

Who May Participate?

Any person (a Participant) may participate in the Program provided:

• in the case of an individual, the Participant is a resident of Canada, is at least 18 years of age, and has the legal capacity and competence to enrol and participate in the Program;
• in the case of a Participant that is not an individual, it is a validly subsisting corporation, general partnership or limited partnership (or, subject to acceptance by the Company in its sole discretion, another form of business entity) under the laws of Canada or a Province or Territory of Canada and it has the necessary legal and corporate or like capacity and authority to enrol and participate in the Program;
• a Participant, in trading Shares under the Program, must be acting as principal for his, her or its own account and not as trustee, agent or otherwise on behalf of another person.  As an exception to this provision, subject to the detailed provisions of the General Terms and Conditions, a person holding Shares as an executor or administrator of the estate of a deceased Shareholder may sell Shares of the estate under the Program and an individual who holds (or desires to acquire) Shares through a registered retirement savings plan or a registered retirement income fund may participate in the Program provided that arrangements satisfactory to the Company in its sole discretion are made by both the Participant and his or her RRSP or RRIF to ensure compliance with the Program and other applicable laws;
• the Participant properly enrols in the Program and agrees to comply with all provisions of the Program; and
• the Participant is not precluded or restricted by any applicable laws of any jurisdiction from participating in the Program or from trading in or holding Shares of the Company.

Enrollment

All Participants must complete and submit to the Administrator an Enrollment Form, pursuant to which the Participant:

• provides (and/or agrees to provide) certain personal information to the Company;
• makes certain representations and warranties to the Company and to all other Participants in the Program and agrees to be legally bound by and observe all of the terms and conditions of the Program;
• appoints the Company as its attorney for the purpose of effecting and settling trades by the Participant under the Program; and
• agrees to participate in the Book-Entry System established pursuant to Article 3 of the General Terms and Conditions for registering, issuing and recording Shares of Participants.

Additionally, a Participant who is a Shareholder at the time of enrolling in the Program, must present the certificates for such Shares to the Company for cancellation and re-issue in accordance with the Book-Entry System.

Once a properly completed Enrollment Form and any additional, required information has been submitted to the Company the Administrator will assign a Personal Identification Number (PIN) to each Participant.  This PIN number must be included in all Buy Offers, Sell Offers and other trading documents that the Participant subsequently submits under the Program.

The Company may, in its discretion, deny participation in the Program to any person, and/or may revoke the participation of any Participant who fails to provide any of the forms, agreements, documents and information required by the Program or who makes any false or misleading statements in any such forms, agreements, documents or information, or who in the opinion of the Administrator has failed to observe or is likely to fail to observe any of the provisions of the Program.

Buying Shares

To buy Shares under the Program a Participant (Buyer) must complete and submit to the Administrator an offer to purchase (Buy Offer) stating the number of Shares the Buyer is offering to buy, the price per Share that the Buyer is offering (Bid Price) and the date the Offer will expire (Expiry Date).

Selling Shares

To sell Shares under the Program a Participant (Seller) must complete and submit to the Administrator an offer to sell (Sell Offer) stating the number of Shares the Seller is offering to sell, the price per Share that the Seller is offering (Ask Price) and the date the Offer will expire (Expiry Date).

Change or Revocation of Offers

A Buy Offer or Sell Offer may be amended or revoked by the Participant who submitted it by completing and submitting a Change Order or a Revocation Order.  However, no Change Order or Revocation Order will be valid unless it is actually received by the Administrator prior to the commencement of the Trading Session at which the original Offer that is being changed or revoked was to be considered.

Publication of Offers

A summary of all current Buy Offers and Sell Offers received by the Administrator will be published at this website. This information will be regularly updated by the Administrator as Offers (and/or Change Orders or Revocation Orders) are received by the Administrator.

Share Matching Procedures

At each Trading Session, the Administrator will rank all Buy Offers (that have not expired or been revoked) from highest to lowest by Bid Price.  If there are two or more Buy Offers with the same Bid Price, such equally priced Buy Offers will be ranked in the order that they were received by the Company.

The Administrator will also rank all Sell Offers (that have not expired or been revoked) from the lowest to highest Ask Price.  If there are two or more Sell Offers with the same Ask Price, such equally priced Sell Offers will be ranked in the order that they were received by the Company.

The Administrator will then attempt to match as many Buy Offers with as many Sell Offers as is reasonably possible.  The detailed principles, procedures and rules for matching Buy Offers and Sell Offers and for determining the price at which Shares under Matched Offers are traded and settled are published at this website under Standard Matching Procedures.

Settlement

All trades between Buyers and Sellers whose Offers are successfully matched at a Trading Session will be settled on the fifth business day following the Trading Date (the Settlement Date).  Promptly after each Trading Session the Administrator will advise each Buyer whose Offer was successfully matched at the Trading Session, in whole or in part, as to the total number of Shares successfully matched on behalf of such Buyer and the aggregate purchase price required to complete the purchase of such Shares.  The Matched Buyer must then pay the purchase price to the Company, in trust, by not later than 4:00 p.m. (Saskatchewan time) on the Settlement Date.  Failure to pay the purchase price may have serious legal consequences for the Buyer (see Section 2.7 of the General Terms and Conditions). 

As soon as reasonably possible following each Settlement Date, the Administrator will deliver:

• to each Matched Buyer written confirmation of the number of Shares purchased on behalf of the Buyer, the effective date of the trade of such Shares and the aggregate purchase price of the Shares so purchased; and
• to each Matched Seller written confirmation of the number of Shares sold on behalf of the Seller at the Trading Session, the effective date of the trade of such Shares and the aggregate sale price of the Shares so sold, together with a cheque of the Company in payment of such sale price.
   

Buyers and Sellers of Shares that are not matched at a Trading Session may, but will not necessarily, be advised of that fact by the Company.  All Buy Offers and Sell Offers that are not successfully matched at a Trading Session shall be deemed to have been resubmitted by the respective Participants for consideration at the next Trading Session, unless that Trading Session occurs after the Expiry Date of the Offer or unless the Offer is otherwise changed or revoked by the Participant submitting a Change Order or Revocation Order to the Administrator prior to the next Trading Session.  Additionally, all Offers that have not been successfully matched and have not otherwise expired or been revoked shall be deemed to have expired 120 days after the original Offer was received by the Company.

Historical Trading Information

As soon as reasonably possible after each Settlement Date the Company will publish to this Website a summary of all Offers considered at the Trading Session together with a summary of the total volume of Shares traded at the Session and the prices at which Shares were traded at that Session.  The Company will additionally publish and maintain on this Website a summary of historical trading activity pursuant to the Program.