ITEM 10.   ADDITIONAL INFORMATION

10A.   SHARE CAPITAL

Common Shares

The company's authorized capital comprises unlimited number of common shares without any par value.

On November 5, 2003, the shareholders' list for the company's common shares showed 370 registered shareholders and 6,068,995 shares outstanding. Nine of these registered shareholders listed U.S. addresses, showing ownership of an aggregate of 368,757 shares, representing 6.08 % of the outstanding common shares. All of the outstanding common shares are fully paid and non-assessable.

24

Changes in common shares of the company between July 1, 2000 and November 5, 2003 are explained below:

Options

There were no options issued or outstanding as of the date of this Registration Statement.

Warrants

Three million warrants were issued on May 13, 2003, as part of the acquisition cost of the Jenn Project. These warrants are convertible into equal number of common shares on or before May 13, 2005 at a price of $0.25 per warrant.

10B.   MEMORANDUM AND ARTICLES OF ASSOCIATION

The company is an Ontario corporation under the Business Corporations Act (Ontario) by Articles of Amalgamation dated March 18, 1997.The details of the amalgamated entities and their name changes are given under Item 4 of this Registration Statement.

The company's Ontario corporation number is 1228120. The Articles of Amalgamation provide in section 6 that there are no restrictions on the business that the company may carry on or on the powers that it may exercise. These provisions of the Articles of Amalgamation have not been amended or revoked.

Bylaws:  the company's bylaws explain the way its corporate affairs are to be conducted. A copy of the bylaws is attached as Exhibit 2.1 to this Registration Statement. As provided for in the legislation that governs the company, a bylaw can be made, amended or repealed at any time by the directors. If the directors make, amend or repeal a bylaw, the bylaw, amendment or repeal must be submitted to the

25

shareholders at the next shareholder meeting. The shareholders may confirm, reject or amend the bylaw, amendment or repeal. A shareholder may propose to make, amend or repeal a bylaw. Such a proposal must be submitted to the shareholders for adoption at the next shareholder meeting.

Borrowing powers:   the borrowing powers are authorized by section 38 and 39 of the bylaws. The financial institutions with which the company's banking business is to be conducted are to be determined by the board of directors or any committee or person designated by the board of directors to make such determination. The company's board of directors, or any committee or person designated by the board of directors, is authorized to borrow money, issue, reissue, sell or pledge bonds, debentures, notes or other evidences of indebtedness on the company's behalf. The board of directors, or any committee or person designated by the board of directors, is also authorized to secure or guarantee on the company's behalf the performance of any present or future indebtedness, liability or obligation of any person. The board of directors is authorized to exercise the borrowing powers described above without obtaining authorization from shareholders.

Director's Appointment and Quorum:   A quorum for the transaction of business at any meeting of the board of directors is set in section 10 of the bylaws to be at least two fifth's with a majority of the directors present be resident Canadian. The board of directors can determine that a quorum shall be more than a majority. The directors are not required to hold any of the company's common shares. Section 7 of the bylaws provides that shareholders may, by resolution passed at a meeting specially called for such purpose, remove any director from office and fill the vacancy created by such removal.

Director's Conflicts:  Section 17 of the bylaws governs conflicts of interest involving the directors. That section provides that a director or officer who is a party to, or who is a director or officer of, or has a material interest in any person who is a party to, a material contract or proposed material contract with the company, shall disclose the nature and extent of his interest at the time and in the manner provided by the Business Corporations Act (Ontario). The relevant provisions of that Act as of the date of this Registration Statement provide that a director or officer of the company who (a) is a party to a material contract or transaction or proposed material contract or transaction with the company, or (b) is a director or an officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the company, shall disclose in writing to the company or request to have entered in the minutes of meetings of directors the nature and extent of his or her interest. (R.S.O. 1990, c. B.16, s. 132 (1).) Any such contract or proposed contract may be referred to the board or shareholders for approval even if such contract is one that in the ordinary course of the company's business would not require approval by the board or shareholders. Such a director shall not vote on any resolution to approve the same except as provided by the Act.

Section 15 of the bylaws provides that the directors shall be paid such remuneration for their services and reimbursed for expenses properly incurred as the board may from time to time determine without the approval of an independent quorum of members of the Board of Directors. Directors are not precluded from serving the company in any other capacity and receiving remuneration therefore.

Director's Indemnity:  Section 19 of the bylaws set forth certain protections for the directors and officers. Section 19 provides that no director or officer shall be held liable for any losses or liabilities provided that in exercising his powers and discharging his duties he acts honestly and in good faith with a view to the company's best interests and exercises the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. These provisions of the bylaws do not relieve any

26

director or officer from the duty to act in accordance with the Act and the regulations there under or from liability for breach of such laws.

Shareholder's Meetings: the board of directors, the chairman of the board, or the president are responsible for setting the date and place for the annual general meeting of the shareholders, which by law must be held no later than fifteen months after the last annual meeting. The purpose of the annual meeting is to consider the company's financial statements and reports, elect directors, appoint an auditor and transact any other business. Section 46 of the bylaws provides that the board, the chairman of the board, or the president has the power to call a special meeting of the shareholders at any time.

Section 47 of the bylaws specifies the requirements for calling a shareholder meeting. That section requires that notice of the time and place of each meeting of the shareholders shall be given not less than 21 nor more than 50 days before the date of the meeting to each director, to the company's auditor and to each shareholder who at the close of business on the record date for notice is entered in the securities register as the holder of one or more shares carrying the right to vote at the meeting. Notice of a meeting of the shareholders called for any purpose other than consideration of the financial statements and auditor's report, election of directors, and reappointment of the incumbent auditor must state the nature of such business in sufficient detail to permit the shareholder to form a reasoned judgment thereon and shall state the text of any special resolution to be submitted to the meeting.

The company is required by section 51 of the bylaws to prepare a list of shareholders entitled to receive notice of a meeting, arranged in alphabetical order and showing the number of shares held by each shareholder entitled to vote at the meeting. If a record date for the meeting is fixed, the shareholders listed are those registered at the close of business on the record date. If no record date is fixed, the shareholders listed are those registered at the close of business on the day immediately preceding the day on which notice of the meeting is given or, where no such notice is given, on the day on which the meeting is held. The list is to be made available for examination by any shareholder during usual business hours at the company's registered office or at the place where the company's central securities register is maintained and at the meeting. Where a separate list of shareholders has not been prepared, the names of persons appearing in the securities register at the requisite time as the holder of one or more shares carrying the right to vote at such meeting will be deemed to be a list of shareholders.

Section 52 of the bylaws sets out the requirements for setting a record date. The company's directors are not required to set a record date, but if they do, the record date must not precede the date of the shareholder's meeting by more than 50 days or by less than 21 days. If the company's board does not fix a record date, the record date for the determination of the shareholders entitled to receive notice of a meeting shall be at the close of business on the day immediately preceding the day on which the notice is given, or if no notice is given, the day of which the meeting is held.

A shareholder meeting may be held without notice if the requirements set out in section 53 of the bylaws are met. These are requirements that must be met:  (a) all the shareholders entitled to vote at the meeting are present in person or represented, or if those not present or represented waive notice of or otherwise consent to the meeting, and (b) the company's auditors are present or waive notice of or otherwise consent to the meeting. The meeting can only proceed without notice having been given if the shareholders, auditors or directors present are not attending for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

27

Section 59 of the bylaws states that the quorum required in order to conduct business at a shareholder's meeting two individuals present in person, each of whom is a shareholder or proxy holder entitled to vote at the meeting.

Section 55 of the bylaws provides that every person named in the shareholder list is entitled to vote the number of shares shown on the list opposite their name. Every question to be decided at a shareholders meeting shall, unless otherwise required by law, be determined by a majority of the votes cast on the question. Section 56 of the bylaws governs the rights of a shareholder to appoint a proxy holder or representative to attend a shareholder meeting and vote at that meeting on the shareholder's behalf. A proxy must be in writing and signed by the shareholder or his or her attorney. Where a shareholder is a corporation or association, it may authorize an individual to represent it at a shareholder meeting. The authority of such an individual must be given by a resolution of the corporation or shareholder and deposited with the company.

Section 58 of the bylaws allows the chairman at a shareholders meeting to adjourn the meeting provided that the shareholders consent to the adjournment. If a shareholder meeting is adjourned for less than 30 days, notice of the adjourned meeting does not have to be given. If a shareholder meeting is adjourned by one or more adjournments for a total of 30 days or more, then notice of the adjourned meeting must be given as required for an original meeting.

10C.   MATERIAL CONTRACTS

The company entered into a consulting agreement with Snapper Inc. on May 1, 2003 for a period of 12 months for a fee of US$5,000 per month, payable in advance. The agreement requires the corporation to provide various business consulting services. The agreement is subject to automatic renewal unless cancelled in writing by either party.

The company entered into an expense sharing agreement dated April 1, 2002 with Current Capital Corp. for a term of five years, expiring on April 1, 2007. This term may be extended a month before the expiry date by mutual consent of the parties to the agreement. The agreement may be terminated by either party by giving two months notice.

Under the agreement, Current Capital Corp. would charge the company for occupancy costs and administrative expenses based on space usage and actual costs incurred.

The company has not entered into any other material contracts in the preceding three years.

10D.   EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS

Other than those described below, there are currently no limitations imposed by Canadian federal or provincial laws on the rights of non-resident or foreign owners of Canadian securities to hold or vote the securities held. There are also no such limitations imposed by our memorandum and articles of association with respect to the company's common shares.

Investment Canada Act

Under the Investment Canada Act, the acquisition of control of a Canadian business by a "non-Canadian" is subject to review by the Investment Review Division of Industry Canada ("Investment Canada"), a government agency, and will not be allowed unless the investment is found likely to be of "net benefit" to Canada. An acquisition of control will be reviewable by Investment Canada if the value of the assets of the Canadian business for which control is being acquired is (1) $5 million or more in the case of a "direct" acquisition; (2) $50 million or more in the case of an "indirect" acquisition, which is a transaction involving the acquisition of the shares of a company incorporated outside of Canada which owns subsidiaries in Canada; or (3) between $5 million or more but less than $50 million where the Canadian assets acquired constitute more than 50% of the value of all entities acquired, or if the acquisition is not effected through the acquisition of control of a foreign corporation.

28

These thresholds have been increased for the purposes of acquisition of control of a Canadian business by investors from members of the World Trade Organization ("WTO"), including Americans, or WTO member-controlled companies. A direct acquisition by a WTO investor is reviewable only if it involves the direct acquisition of a Canadian business with assets of $209 million or more for the year 2001 (this figure is adjusted annually to reflect inflation). Indirect acquisitions by WTO investors are not reviewable unless the Canadian assets acquired constitute more than 50% of the asset value of all entities acquired, in which case the $209 million threshold applies.

These increased thresholds applicable to WTO investors do not apply to the acquisition of control of a Canadian business that is engaged in certain sensitive areas such as uranium production, financial services, transportation or culture. In the case of the acquisition of control of a cultural business, the Minister can elect to review the transaction even where it does not exceed the lower asset threshold test above. Even if the transaction is not reviewable, a non-Canadian must still give notice to Investment Canada of the acquisition of control of a Canadian business within 30 days after its completion.

Competition Act

Under the Competition Act (Canada), certain transactions are subject to the pre-notification requirements of the Competition Act whereby notification of the transaction and specific information in connection therewith must be provided to the Commissioner of Competition. A transaction may not be completed until the applicable statutory waiting periods have expired, namely 14 days for a short-form filing or 42 days for a long-form filing. Where the parties elect to file a short-form notification, the Commissioner may convert the filing to a long-form, thereby restarting the clock once the parties submit their filing.

A proposed transaction is subject to pre-notification if the parties to the transaction together with their affiliates exceed two thresholds. First, the parties and their affiliates must have total assets or total revenues from sales in, from or into Canada that exceed $400 million in aggregate value. Having met this first threshold, the parties must then provide pre-notification if any one of the following additional thresholds is met: (1) for an acquisition of assets in Canada where the aggregate value of the assets or the gross revenues from sales in or from Canada that are being acquired exceeds $35 million (the "$35 million threshold"); (2) in the case of an acquisition of shares of a company in Canada, where as a result of the proposed acquisition, the person acquiring the shares, together with its affiliates, would own more than 20% (or, if the person making the acquisition already owns 20% or more of the voting shares of the target, then 50%) of the voting shares of a corporation that are publicly traded or, in the case of a company of which the shares are not publicly traded, the threshold is 35% of the voting shares (and 50% if the acquirer owns 35% or more of the voting shares of the subject company prior to making the acquisition) and the $35 million threshold is exceeded; or (3) in the case of a proposed amalgamation of two or more corporations where one or more of the amalgamating corporations carries on an operating business (either directly or indirectly) where the aggregate value of the assets in Canada that would be owned by the continuing corporation resulting from the amalgamation would exceed $70 million or the gross revenues from sales in or from Canada generated from the assets of the amalgamated entity would exceed $70 million.

Finally, all merger transactions, regardless of whether they are subject to pre-merger notification, are subject to the substantive provisions of the Competition Act, namely, whether the proposed merger prevents or lessens, or is likely to prevent or lessen, competition substantially in a relevant market.

29

10E.   TAXATION

In this section the material U.S. federal and Canadian federal income tax consequences of the ownership and disposition of the company's common shares are summarized. Nothing contained herein shall be construed as tax advise, shareholders must rely only on the advise of their own tax advisor. The company makes no assurances as to the applicability of any tax laws with respect to any individual investment. This summary relating to the company's common shares and applies to beneficial owners who are individuals, corporations, trusts and estates which:

• for purposes of the U.S. Internal Revenue Code of 1986, as amended through the date hereof (the "Code"), are U.S. persons and, for purposes of the Income Tax Act (Canada) (the "Income Tax Act") and the Canada-United States Income Tax Convention (1980), are non-residents of Canada and residents of the United States, respectively, at all relevant times;

• hold common shares as capital assets for purposes of the Code and capital property for purposes of the Income Tax Act;

• deal at arm's length with the company for purposes of the Income Tax Act; and

• do not and will not use or hold the common shares in carrying on a business in Canada.

The company refers to persons who satisfy the above conditions as "Unconnected U.S. Shareholders".

The tax consequences of an investment in common shares by persons who are not Unconnected U.S. Shareholders may differ materially from the tax consequences discussed in this section. The Income Tax Act contains rules relating to securities held by some financial institutions. The company does not discuss these rules, and holders that are financial institutions should consult their own tax advisors.

This discussion is based upon the following, all as currently in effect:

• The Income Tax Act and regulations under the Income Tax Act;

• The Code and Treasury regulations under the Code;

• The Canada-United States Income Tax Convention (1980);

• The administrative policies and practices published by the Canada Customs and Revenue Agency, formerly Revenue Canada;

• All specific proposals to amend the Income Tax Act and the regulations under the Income Tax Act that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date of this report;

• The administrative policies published by the U.S. Internal Revenue Service; and

• Judicial decisions.

All of the foregoing are subject to change either prospectively or retroactively. The company does not take into account the tax laws of the various provinces or territories of Canada or the tax laws of the various state and local jurisdictions of the United States or foreign jurisdictions.

30

This discussion summarizes the material U.S. federal and Canadian federal income tax considerations of the ownership and disposition of common shares. This discussion does not address all possible tax consequences relating to an investment in common shares. The company has not taken into account the readers' particular circumstances and does not address consequences peculiar to shareholders if they are subject to special provisions of U.S. or Canadian income tax law (including, without limitation, dealers in securities or foreign currency, tax-exempt entities, banks, insurance companies or other financial institutions, persons that hold common shares as part of a "straddle," "hedge" or "conversion transaction," and Unconnected U.S. Shareholders that have a "functional currency" other than the U.S. dollar or that own common shares through a partnership or other pass-through entity). Therefore, they should consult their own tax advisor regarding the tax consequences of purchasing common shares.

Material U.S. Federal Income Tax Considerations

Subject to the discussion below regarding Foreign Personal Holding Company Rules, Passive Foreign Investment Company Rules and Controlled Foreign Corporation Rules, this section summarizes U.S. federal income tax consequences of the ownership and disposition of the common shares.

As an Unconnected U.S. Shareholders, they generally will be required to include in income dividend distributions, if any, paid by the company to the extent of its current or accumulated earnings and profits attributable to the distribution as computed based on U.S. income tax principles. The amount of any cash distribution paid in Canadian dollars will be equal to the U.S. dollar value of the Canadian dollars on the date of distribution based on the exchange rate on such date, regardless of whether the payment is in fact converted to U.S. dollars and without reduction for Canadian withholding tax. (For a discussion of Canadian withholding taxes applicable to dividends paid by the company, see "Material Canadian Federal Income Tax Considerations.") shareholders will generally be entitled to a foreign tax credit or deduction in an amount equal to the Canadian tax withheld. To the extent distributions paid by the company on the common shares exceed its current or accumulated earnings and profits, they will be treated first as a return of capital up to shareholders' adjusted tax basis in the shares and then as capital gain from the sale or exchange of the shares.

Dividends paid by the company generally will constitute foreign source dividend income and "passive income" for purposes of the foreign tax credit, which could reduce the amount of foreign tax credits available to shareholders. The Code applies various limitations on the amount of foreign tax credits that may be available to a U.S. taxpayer.

Because of the complexity of those limitations, shareholders should consult their own tax advisor with respect to the availability of foreign tax credits.

Dividends paid by the company on the common shares generally will not be eligible for the "dividends received" deduction.

If shareholders sell the common shares, they generally will recognize gain or loss in an amount equal to the difference between the amount realized on the sale and their adjusted tax basis in the shares. Any such gain or loss will be long-term or short-term capital gain or loss, depending on whether the shares have been held by them for more than one year, and will generally be U.S. source gain or loss.

Dividends paid by the company on the common shares generally will be subject to U.S. information reporting or the 31% backup withholding tax, unless shareholders furnish the paying agent or middleman with a duly completed and signed Form W-9. shareholders will be allowed a refund or a credit equal to any amount withheld under the

31

U.S. backup withholding tax rules against their U.S. federal income tax liability, provided they furnish the required information to the Internal Revenue Service.

Foreign Personal Holding Company Rules

Special U.S. tax rules apply to a shareholder of a foreign personal holding company ("FPHC"). The company would be classified as a FPHC in any taxable year if both of the following tests are satisfied:

• five or fewer individuals who are U.S. citizens or residents own or are deemed to own more than 50% of the total voting power of all classes of the company's stock entitled to vote or the total value of the company's stock; and

• at least 60% of the company's gross income consists of "foreign personal holding company income," which generally includes passive income such as dividends, interest, gains from the sale or exchange of stock or securities, rents and royalties.

The company believes that it is not a FPHC. However, it cannot assure shareholders that it will not be classified as a FPHC in the future.

Personal Holding Company Rules

The company will not be classified as a personal holding company a ("PHC") for U.S. federal income tax purposes unless at any time during the last half of its taxable year, five or fewer individuals (without regard to their citizenship or residency) own or are deemed to own (pursuant to certain attribution rules) more than 50% of its stock by value, and at least 60% of its ordinary gross income for the taxable year is "personal holding company" (generally passive income such as dividends and interest). The company should not meet the PHC tests, and even if the company were to become a PHC, it does not expect to have material undistributed PHC income. However, the company cannot assure shareholders that it will not become a PHC because of uncertainties regarding the application of the constructive ownership rules and the possibility of changes in the company's shareholder base and income or other circumstances that could change the application of the PHC rules to the company. In addition, if the company become a PHC it cannot assure that the amount of its PHC income will be immaterial.

Passive Foreign Investment Company Rules

The passive foreign investment company ("PFIC") provisions of the Code can have significant tax effects on Unconnected U.S. Shareholders. The company could be classified as a PFIC if, after the application of certain "look through" rules, for any taxable year, either:

• 75% or more of its gross income is "passive income," which includes interest, dividends and certain rents and royalties; or

• the average quarterly percentage, by fair market value of its assets that produce or are held for the production of "passive income," is 50% or more of the fair market value of all our assets.

To the extent the company owns at least 25% by value of the stock of another corporation, the company is treated for purposes of the PFIC tests as owning its proportionate share of the assets of such corporation, and as receiving directly its proportionate share of the income of such corporation.

32

Distributions which constitute "excess distributions" from a PFIC and dispositions of common shares of a PFIC are subject to the following special rules: (1) the excess distributions (generally any distributions received by an Unconnected U.S. Shareholder on the shares in any taxable year that are greater than 125% of the average annual distributions received by such Unconnected U.S. Shareholder in the three preceding taxable years, or the Unconnected U.S. Shareholder's holding period for the shares, if shorter) or gain would be allocated ratably over an Unconnected U.S. Shareholder's holding period for the shares, (2) the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which the company is a PFIC would be treated as ordinary income in the current taxable year and (3) the amount allocated to each of the other taxable years would be subject to the highest rate of tax on ordinary income in effect for that year and to an interest charge based on the value of the tax deferred during the period during which the shares are owned.

Subject to specific limitations, Unconnected U.S. Shareholders who actually or constructively own marketable shares in a PFIC may make an election under section 1296 of the Code to mark those shares to market annually, rather than being subject to the above-described rules. Amounts included in or deducted from income under this mark-to-market election and actual gains and losses realized upon disposition, subject to specific limitations, will be treated as ordinary gains or losses. For this purpose, the company believes that its shares will be treated as "marketable securities" within the meaning of Section 1296(e)(1) of the Code.

The company believes that it will not be a PFIC for the current fiscal year and it does not expect to become a PFIC in future years. Whether the company is a PFIC in any year and the tax consequences relating to PFIC status will depend on the composition of its income and assets, including cash. Shareholders should be aware, however, that if the company is or becomes a PFIC it may not be able or willing to satisfy record-keeping requirements that would enable shareholders to make a "qualified electing fund" election.

Shareholders should consult their tax advisor with respect to how the PFIC rules affect their tax situation.

Controlled Foreign Corporation Rules

If more than 50% of the voting power or total value of all classes of the company's shares is owned, directly or indirectly, by U.S. shareholders, each of which owns 10% or more of the total combined voting power of all classes of its shares, it could be treated as a controlled foreign corporation ("CFC") under Subpart F of the Code. This classification would require such 10% or greater shareholders to include in income their pro rata shares of the company's "Subpart F Income," as defined in the Code. In addition, under Section 1248 of the Code, gain from the sale or exchange of shares by an Unconnected U.S. Shareholder who is or was a 10% or greater shareholder at any time during the five year period ending with the sale or exchange will be ordinary dividend income to the extent of the company's earnings and profits attributable to the shares sold or exchanged.

The company believes that it is not a CFC, however, it cannot assure shareholders that it will not become a CFC in the future.

Material Canadian Federal Income Tax Considerations

In this section, the material anticipated Canadian federal income tax considerations relevant to the ownership and disposition of the common shares are summarized.

33

Under the Income Tax Act, assuming a shareholder is an Unconnected U.S. Shareholder, and provided the common shares are listed on a prescribed stock exchange, which includes the Toronto Stock Exchange and the AMEX, he or she will generally not be subject to Canadian tax on a capital gain realized on an actual or deemed disposition of the common shares unless he or she alone or together with persons with whom he or she did not deal at arm's length owned or had rights to acquire 25% or more of our issued shares of any class at any time during the sixty (60) month period before the actual or deemed disposition.

Dividends paid, credited or deemed to have been paid or credited on the common shares to Unconnected U.S. Shareholders will be subject to a Canadian withholding tax under the Income Tax Act at a rate of 25% of the gross amount of the dividends. Under the Canada-United States Income Tax Convention (1980), the rate of withholding tax on dividends generally applicable to Unconnected U.S. Shareholders who beneficially own the dividends is reduced to 15%. In the case of Unconnected U.S. Shareholders that are corporations that beneficially own at least 10% of our voting shares, the rate of withholding tax on dividends generally is reduced to 5%. United States limited liability companies ("LLCs") will not be entitled to these reduced rates. Shareholders that are partnerships will be subject to the 25% rate unless the partnership applies for and receives written authority for us to reduce the withholding tax rate.

Canada does not currently impose any federal estate taxes or succession duties. However, if a shareholder dies, there is a deemed disposition of the common shares held at that time for proceeds of disposition generally equal to the fair market value of the common shares immediately before the death. Capital gains realized on the deemed disposition, if any, will have the income tax consequences described above.

THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF CANADIAN OR US FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO A PARTICULAR HOLDER OF COMMON STOCK IN LIGHT OF SUCH HOLDER'S PARTICULAR CIRCUMSTANCES AND INCOME TAX SITUATION. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES THAT WOULD RESULT FROM THEIR OWNERSHIP AND DISPOSITION OF COMMON STOCK OF THE COMPANY, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL, FOREIGN.

10F.   DIVIDENDS AND PAYING AGENTS

Not applicable.

10G.   STATEMENT BY EXPERTS

Not applicable.

10H.   INSPECTION OF DOCUMENTS

The documents concerning the company referred to in this Registration Statement may be inspected at the company's office at 47 Avenue Road, Suite 200, Toronto, Ontario, Canada, M5R 2G3. The company may be reached at (416) 860-0211. Documents filed with the Securities and Exchange Commission ("SEC") may also be read and copied at the SEC's public reference room at Room 1024, Judiciary Plaza Building, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms.

The company is subject to reporting requirements as a "reporting issuer" under applicable securities legislation in Canada and upon effectiveness of this Registration Statement, will also be subject to reporting requirements as a "foreign private issuer"

34

under the Securities Exchange Act of 1934 (the "Exchange Act"). As a result, it must file periodic reports and other information with the Canadian securities regulatory authorities and also upon effectiveness, with the Securities and Exchange Commission.

A copy of this Registration Statement Form 20-F and certain other documents referred to in this statement and other documents filed by the company may be retrieved from the system for electronic document analysis and retrieval ("SEDAR") system maintained by the Canadian securities regulatory authorities at www.sedar.ca or from the Securities and Exchange Commission electronic data gathering, analysis and retrieval system ("EDGAR") at www.sec.gov/edgar.

10I.   SUBSIDIARY INFORMATION

The documents concerning the company's subsidiaries referred to in this Registration Statement may be inspected at the company's office at 47 Avenue Road, Suite 200, Toronto, Ontario, Canada, M5R 2G3.

ITEM 11.   QUANTITATIVE AND QUALITATIVE ASSESSMENT OF MARKET RISK

EXCHANGE RATE SENSITIVITY

Substantially large amounts of the company's revenues and production costs are expected to be earned in United States dollars, and expenses are incurred in Canadian dollars. Increases in the value of the Canadian dollar relative to the United States dollar could adversely affect the results of its operations. The company does not engage in any foreign currency hedging policies. To the extent that the company is not able to or does not raise its prices to reflect an adverse change in exchange rates, its profitability would be adversely affected. The impact of future exchange rates fluctuations on its results of operations and financial condition cannot be accurately predicted.

36

SIGNATURES

The company hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Registration Statement on its behalf.

			FIRST EMPIRE CORPORATION INC.
Dated:	March 12, 2004		/s/  Terence Robinson
			Terence Robinson
			Chief Executive Officer

37

F-1

F-2

[LOGO]

Sloan Paskowitz Adelman LLP
CHARTERED ACCOUNTANS

AUDITORS' REPORT

To the Shareholders of

First Empire Corporation Inc.

We have audited the consolidated balance sheets of First Empire Corporation Inc. as at June 30, 2003 and the consolidated statements of operations and shareholders' deficit, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with Canadian generally accepted auditing standards and United States generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2003 and the results of its operations and cash flows for the year then ended, in accordance with Canadian generally accepted accounting principles.

Canadian generally accepted accounting principles vary in certain significant respects from accounting principles generally accepted in the United States. Application of accounting principles generally accepted in the United States would have affected results of operations for the year ended June 30, 2003 and the shareholders' equity as at that date to the extent summarised in Note 14 to the consolidated financial statements.

The consolidated financial statements for the years ended June 30, 2002 and 2001 were audited by another firm of Chartered Accountants, who expressed an opinion without reservation on those financial statements in their reports dated October 25, 2002 and September 26, 2001.

F-3

[LOGO]

Sloan Paskowitz Adelman LLP
CHARTERED ACCOUNTANS

COMMENTS BY AUDITORS FOR U.S READERS ON CANADA - U.S. REPORTING
DIFFERENCES

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the consolidated financial statements are affected by conditions and events that cast substantial doubt on the Company's ability to continue as a going concern, such as those described in Note 2 to the consolidated financial statements.

The opinion on page 1 is expressed in accordance with Canadian reporting standards, which do not permit a reference to such events and conditions in the auditors' report when these are adequately disclosed in the consolidated financial statements.

F-4