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STONEHAM DRILLING TRUST

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					                                    STONEHAM DRILLING TRUST

                                          INFORMATION CIRCULAR

                                 For the Annual General Meeting of Unitholders
                                      to be held on Wednesday June 4, 2008

                                                     PROXIES

Solicitation and Appointment of Proxies
This Information Circular is furnished in connection with the solicitation of proxies by Stoneham Drilling Trust (the
"Trust") for use at the Annual General Meeting of the holders (the "Unitholders") of trust units (the "Trust Units")
of the Trust to be held on Wednesday, June 4, 2008, at 10:00 am. (Calgary time) at the Calgary Petroleum Club,
319 – 5 Avenue S.W., Calgary, Alberta and at any adjournment thereof (the "Meeting"), for the purposes set forth in
the accompanying Notice of Annual General Meeting (the "Notice of Meeting"). Proxies must be delivered to
Valiant Trust Company, Suite 310, 606 – 4 Street S.W., Calgary, Alberta, T2P 1T1, not less than 48 hours
(excluding Saturdays, Sundays and statutory holidays) before the time for holding the Meeting. Only a Unitholder of
record at the close of business on April 28, 2008 (the "Record Date"), will be entitled to vote at the Meeting.

Unless otherwise stated, the information contained in this Information Circular is given as at April 30, 2008.

The instrument appointing a proxy shall be in writing and shall be executed by the Unitholder or his or her attorney
authorized in writing or, if the Unitholder is a corporation, under its corporate seal or by an officer or attorney
thereof duly authorized.

The persons named in the enclosed Instrument of Proxy are directors and officers of Stoneham
Administration Inc. ("Adminco") and Stoneham Drilling Inc. (the "General Partner"). A Unitholder
submitting the proxy has the right to appoint a person (who need not be a Unitholder) to represent him or her
at the Meeting other than the persons designated in the enclosed Instrument of Proxy. To exercise this right,
the Unitholder should insert the name of the desired representative in the blank space provided in the
Instrument of Proxy and strike out the other names, or submit another appropriate proxy. Such Unitholder
should notify the nominee of his appointment, obtain his consent to act as proxy and instruct him as to how
the Unitholder's Trust Units are to be voted. In any case, the Instrument of Proxy should be dated and
executed by the Unitholder or his attorney duly authorized in writing.

Notice to Beneficial Holders of Trust Units
The information set forth in this section is of significant importance to a substantial number of Unitholders who do
not hold their Trust Units in their own name. Unitholders who do not hold their Trust Units in their own name
(referred to in this section as "Beneficial Unitholders") should note that only proxies deposited by Unitholders
whose names appear on the records of the Trust as the registered holders of Trust Units can be recognized and acted
upon at the Meeting. If Trust Units are listed in an account statement provided to a Unitholder by a broker, then in
almost all cases those Trust Units will not be registered in such Unitholder's name on the records of the Trust. Such
Trust Units will more likely be registered under the name of the Unitholder's broker or an agent of that broker. In
Canada, the vast majority of such Trust Units are registered under the name of "CDS & Co.", the registration name
for The Canadian Depository for Securities Limited, which company acts as a nominee for many Canadian
brokerage firms. Trust Units held by brokers or their nominees can only be voted for or against resolutions upon the
instructions of the Beneficial Unitholder. Without specific instructions, brokers/nominees are prohibited from voting
Trust Units for their clients. The Trust does not know for whose benefit the Trust Units registered in the name of
CDS & Co. are held.
                                                         -2-


Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Unitholders
in advance of securityholders' meetings. Every intermediary/broker has its own mailing procedures and provides its
own return instructions, which should be carefully followed by Beneficial Unitholders in order to ensure that their
Trust Units are voted at the Meeting. The purpose of a form of proxy supplied to a Beneficial Unitholder by its
broker is limited to instructing the broker how to vote on behalf of the Beneficial Unitholder. The majority of
brokers in Canada and the United States now delegate responsibility for obtaining instructions from clients to
Broadridge Investor Communications ("Broadridge"). Broadridge typically mails a scannable Voting Instruction
Form in lieu of the Instrument of Proxy issued by the Trust. Beneficial Unitholders are requested to complete and
return the Voting Instruction Form to Broadridge by mail or facsimile. Alternatively, Beneficial Unitholders can call
a toll-free telephone number or access Broadridge's dedicated voting website at www.proxyvotecanada.com to
deliver their voting instructions and vote the Trust Units held by them. Broadridge then tabulates the results of all
instructions received and provides appropriate instructions respecting the voting of Trust Units to be represented at
the Meeting. A Beneficial Unitholder receiving a Voting Instruction Form cannot use that Voting Instruction Form
to vote Trust Units directly at the Meeting as the Voting Instruction Form must be returned as directed by
Broadridge well in advance of the Meeting in order to have the Trust Units voted. Beneficial Unitholders who
receive forms of proxies or voting materials from organizations other than Broadridge should complete and return
such forms of proxies or voting materials in accordance with the instructions on such materials in order to properly
vote their Trust Units at the Meeting.

Revocability of Proxy
A Unitholder who has submitted a proxy may revoke it at any time prior to the exercise of that proxy. If a person
who has given a proxy attends personally at the Meeting such person may revoke the proxy and vote in person. In
addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing
executed by the Unitholder or his or her attorney authorized in writing or, if the Unitholder is a corporation, under
its corporate seal or by an officer or attorney thereof duly authorized, and deposited either at the head office of the
Trust at any time up to 4:30 p.m. (Calgary time) on the last business day before the day of the Meeting, or with the
Chairman of the Meeting on the day of the Meeting, and upon either of such deposits, the proxy is revoked. A
Unitholder who revokes his or her proxy, who does not attend the Meeting, and does not replace it with another that
is deposited with the Trust's transfer agent, Valiant Trust Company, at least 48 hours (excluding Saturdays, Sundays
and statutory holidays) before the time of the Meeting may not vote his or her Trust Units in any manner at the
Meeting.

Persons Making the Solicitation
This solicitation is made on behalf of the Trust by the management of Adminco. The costs incurred in the
preparation and mailing of the Instrument of Proxy, Notice of Meeting and this Information Circular will be borne
by the Trust and/or Adminco. In addition to the use of mail, proxies may be solicited by personal interviews, or by
other means of communication or by the directors, officers and employees of Adminco and/or the General Partner,
who will not be remunerated therefor.

Exercise of Discretion by Proxy
The persons named in the enclosed Instrument of Proxy will, if the instructions are clear, vote the Trust Units
represented by that Instrument of Proxy and, where the Unitholder specifies a choice with respect to any matter to be
acted upon, the Trust Units will be voted or withheld from voting in accordance with the specification so made.

In the absence of such specification, the Trust Units represented by these Instruments of Proxy will be voted
in favour of the matters to be acted upon as set out herein. The persons appointed under the Instrument of
Proxy furnished by the Trust are conferred with discretionary authority with respect to amendments or
variations of those matters specified in the Instrument of Proxy and Notice of Meeting and with respect to
any other matters which may properly be brought before the Meeting. In the event that amendments or
variations to matters identified in the Notice of Meeting are properly brought before the Meeting, it is the
intention of the persons designated in the enclosed Instrument of Proxy to vote in accordance with their best
judgment on such matter or business. At the time of printing this Information Circular, the Trust knows of
no such amendment, variation or other matter.
                                                        -3-


                                 INFORMATION CONCERNING THE TRUST

Business of the Trust
The Trust is an open-ended, unincorporated investment trust governed by the laws of the Province of Alberta
pursuant to the declaration of trust (the "Declaration of Trust") of the Trust dated effective May 30, 2003, as
amended and restated December 15, 2004 among Valiant Trust Company (the "Trustee"), Bruce W. Jones, as initial
unitholder and each Unitholder from time to time. The Trust owns a 99.99% interest in Stoneham Drilling Limited
Partnership ("Partnership") and all of the outstanding common shares of Adminco and the General Partner. The
remaining 0.01% of the Partnership is owned by Stoneham Drilling Inc. The Partnership is the primary operating
entity of the Trust. The board of directors (the "Adminco Board") and management of Adminco are responsible for
the administration and management of the business and affairs of the Trust. The board of directors (the "GP
Board") and management of the General Partner are responsible for the administration and management of the
business and affairs of the Partnership. References herein to "management" refer to management of Adminco and
the General Partner.

On January 17, 2008, the General Partner incorporated Stoneham Drilling Corporation ("SDC") in the State of
Oklahoma. SDC will be the Trust’s primary operating entity in the United States.

Trust Units and Principal Holders Thereof
The Trust is authorized to issue an unlimited number of Trust Units and, as at the Record Date, 8,023,261 Trust
Units were issued and outstanding. Each Trust Unit outstanding on the Record Date is entitled to one vote.

At the Meeting, upon a show of hands, every Unitholder present in person or represented by proxy and entitled to
vote shall have one vote, subject to certain restrictions imposed on the ability of a proxyholder to vote by show of
hands where such proxyholder has conflicting instructions from more than one Unitholder. A Unitholder present in
person or represented by proxy may demand a poll vote either before or after any vote by show of hands. On a poll
vote, every Unitholder present in person or by proxy has one vote for each Trust Unit of which he is the registered
holder. However, no proxy may be voted at the Meeting unless it was received by Valiant Trust Company at least 48
hours (excluding Saturdays, Sundays and statutory holidays) prior to the commencement of the Meeting.

To the knowledge of the directors and officers of Adminco, as at the date hereof, no person or company beneficially
owns, directly or indirectly, or exercises control or direction over Trust Units carrying 10% or more of the votes
attached to the issued and outstanding Trust Units except as stated below:

                                                                                   Percentage of Issued and
                         Name                        Number of Trust Units         Outstanding Trust Units

        Acuity Investment Management Inc.                   1,040,500                       12.97%
        Mackenzie Financial Corporation                     1,017,700                       12.68%

The information above was based on reports filed with securities regulatory authorities by Acuity Investment
Management Inc. for the month ending February 29, 2008 and by Mackenzie Financial Corporation for the month
ending October 31, 2007.

The Trust has determined that any person holding Trust Units of record as of the Record Date shall be entitled to
vote at the Meeting, or any adjournment thereof, even if the Unitholder has, subsequent to the Record Date, disposed
of his or her Trust Units. No person acquiring Trust Units after the Record Date is entitled to vote at the Meeting or
any adjournment thereof.
                                                         -4-


Quorum
Pursuant to the Declaration of Trust, a quorum of Unitholders is present at the Meeting if two or more persons are
present in person either holding personally or representing as proxies not less than, in aggregate, 5% of the votes
attaching to the outstanding Trust Units. If a quorum is not present at the Meeting within 30 minutes after the time
fixed for the holding of the Meeting, the Meeting shall stand adjourned to such date being not less than seven days
later and to such place and time as may be appointed by the Chair of the Meeting. If at the subsequently adjourned
meeting a quorum (as defined above) is not present, the Unitholders present, either in person or by proxy, shall form
a quorum and the meeting may proceed as the original Meeting was to proceed.

                             MATTERS TO BE ACTED UPON AT THE MEETING

1.   Consideration of Financial Statements
The consolidated financial statements of the Trust for the year ended December 31, 2007, together with the auditor's
report thereon, have been included in the Trust's annual report which can be accessed on the Trust’s website at
www.stonehamdrilling.com.

2.   Nomination of Directors of Adminco
The Adminco Board is responsible for the administration and management of the business and affairs of the Trust.
Pursuant to the Declaration of Trust, the Unitholders are entitled to nominate the directors of Adminco. Following
such nominations, the Trust, as holder of all the shares of Adminco, will vote those shares to elect those persons
nominated by the Unitholders.

The term of office for each director is from the date at which he or she is elected until the next annual meeting of
Unitholders or until a successor is elected or appointed. At the Meeting, a total of five individuals are proposed to be
nominated by the Unitholders as directors of Adminco. It is the intention of the persons named in the enclosed
Instrument of Proxy, if not directed to the contrary in such Instrument of Proxy, to vote such proxies in favour of the
nomination for the persons specified below.

Management does not contemplate that any of the nominees will be unable to serve as a director. In the event that
prior to the Meeting any vacancies occur in the slate of nominees herein listed, it is intended that discretionary
authority shall be exercised by the person named in the enclosed Instrument of Proxy as nominee to vote the Trust
Units represented by proxy for the nomination of any other person or persons as directors at their discretion.

All of the proposed nominees are presently directors of Adminco. Nominees for the Adminco Board and information
concerning them as furnished by the individual nominees are set out below:

                                                                                                  Trust Units Beneficially
 Name and Municipality of                                                                           Owned, Directly or
  Residence and Position                                                                               Indirectly, or
      with Adminco               Director Since               Principal Occupation                Controlled or Directed

Bruce W. Jones                  December 15,        President of the General Partner since July          540,222(3)
DeWinton, Alberta, Canada       2004                2003; prior thereto, President of Seamans
President, Chief Executive                          Drilling Inc. from May 2000 to July 2003.
Officer and Director
Donald D. Copeland(7)           Proposed nominee    Executive Chairman of Upper Lake Oil and             233,333(6)
Calgary, Alberta, Canada                            Gas Ltd. since October 2007; prior thereto,
Director                                            Chairman and Chief Executive Officer of
                                                    Diamond Tree Energy Ltd. and its
                                                    predecessor from May 2001 to October
                                                    2007; prior thereto, President and Chief
                                                    Executive Officer of Titanium Oil & Gas
                                                    Ltd. from May 1999 to April 2001.
                                                                   -5-


                                                                                                                 Trust Units Beneficially
  Name and Municipality of                                                                                         Owned, Directly or
   Residence and Position                                                                                             Indirectly, or
       with Adminco                    Director Since                    Principal Occupation                    Controlled or Directed
                      (2)
D. Grant Gunderson                   December 15,            Retired businessman since July 2003; prior                    800(4)
Calgary, Alberta, Canada             2004                    thereto, Consultant with Sayer Securities
Director                                                     Limited from February 1994 to June 2003.
Perry W. Jasson(1) (2)               December 15,            President and Consulting Engineer with                       75,000(5)
Calgary, Alberta, Canada             2004                    Keywest Engineering Ltd. since October
Director                                                     2003; prior thereto, Partner and Engineer of
                                                             DPH Engineering Inc. from February 1995
                                                             to November 2003 and Director of DPH
                                                             Engineering Inc. from June 2000.
J. Wayne Thomas(1)                   December 15,            President of Signature Press Inc. since June                  57,450
Calgary, Alberta, Canada             2004                    1996.
Director

Notes:
(1) Member of the Audit Committee of Adminco.
(2) Member of the Governance and Compensation Committee of Adminco.
(3) Includes 20,400 Trust Units held by Mr. Jones' spouse, over which he exercises control.
(4) Includes 400 Trust Units held by Mr. Gunderson's spouse, over which he exercises control.
(5) Includes 35,000 Trust Units held by Mr. Jasson's spouse, over which he exercises control.
(6) The 233,333 Trust Units are held by Codeco Management Inc., a private company controlled by Mr. Copeland.
(7) Mr. Copeland served as a Director of the General Partner since December 15, 2004. He will not be standing for re-election to the GP Board
     at the Meeting.

3.   Nomination of Directors of the General Partner
The GP Board is responsible for the administration and management of the business and affairs of the Partnership.
Pursuant to the Declaration of Trust, the Unitholders are entitled to nominate the directors of the General Partner.
Following such nominations, the Trust, as holder of all the shares of the General Partner, will vote those shares to
elect those persons nominated by the Unitholders.

The term of office for each director is from the date at which he or she is elected until the next annual meeting of
Unitholders or until a successor is elected or appointed. At the Meeting, a total of four individuals are proposed to be
nominated by the Unitholders as directors of the General Partner. It is the intention of the persons named in the
enclosed Instrument of Proxy, if not directed to the contrary in such Instrument of Proxy, to vote such proxies in
favour of the nomination for the persons specified below.

Management does not contemplate that any of the nominees will be unable to serve as a director. In the event that
prior to the Meeting any vacancies occur in the slate of nominees herein listed, it is intended that discretionary
authority shall be exercised by the person named in the enclosed Instrument of Proxy as nominee to vote the Trust
Units represented by proxy for the nomination of any other person or persons as directors at their discretion.

All of the proposed nominees are presently directors of the General Partner. Nominees for the GP Board and
information concerning them as furnished by the individual nominees are set out below:

                                                                                                                 Trust Units Beneficially
  Name and Municipality of                                                                                         Owned, Directly or
 Residence and Position with                                                                                          Indirectly, or
    the General Partner                Director Since                    Principal Occupation                    Controlled or Directed

Bruce W. Jones                       May 30, 2003            President of the General Partner since July                 540,222(4)
DeWinton, Alberta, Canada                                    2003; prior thereto, President of Seamans
President, Chief Executive                                   Drilling Inc. from May 2000 to July 2003.
Officer and Director
Martin G. Abbott(1) (2) (3)          May 30, 2003            Managing Director of Tom Capital                            472,593(5)
Calgary, Alberta, Canada                                     Associates Inc. since 1995.
Chairman and Director
                                                                   -6-


                                                                                                                 Trust Units Beneficially
  Name and Municipality of                                                                                         Owned, Directly or
 Residence and Position with                                                                                          Indirectly, or
    the General Partner                Director Since                    Principal Occupation                    Controlled or Directed
                      (2) (3)
D. Grant Gunderson                   December 15,            Retired businessman since July 2003; prior                    800 (6)
Calgary, Alberta, Canada             2004                    thereto, Consultant with Sayer Securities
Director                                                     Limited from February 1994 to June 2003.
Kenneth D. Poffenroth (1) (2)        May 30, 2003            Retired businessman since July 2006; prior                  281,642 (7)
Spruce Grove, Alberta, Canada                                thereto, Owner of Keyservice and Supply
Director                                                     since December 1998.

Notes:
(1) Member of the Audit Committee of the General Partner.
(2) Member of the Compensation Committee of the General Partner.
(3) Member of the Governance Committee of the General Partner.
(4) Includes 20,400 Trust Units held by Mr. Jones' spouse, over which he exercises control.
(5) Includes 20,000 Trust Units held by Mr. Abbott's spouse, over which he exercises control, 33,333 Trust Units held by 439 Sqn IR Trust, a
     private trust over which Mr. Abbott exercises control, and 19,260 Trust Units held by Patriot Oil Corp., a private company controlled by
     Mr. Abbott.
(6) Includes 400 Trust Units held by Mr. Gunderson's spouse, over which he exercises control.
(7) Includes 11,642 Trust Units held by Mr. Poffenroth's spouse, over which he exercises control.

4.   Nomination of Auditors
Pursuant to the Declaration of Trust, Unitholders are asked to nominate auditors for the Trust. At the Meeting,
Unitholders will be asked to nominate the firm of PricewaterhouseCoopers LLP, Chartered Accountants, of Calgary,
Alberta, as auditors of the Trust, to hold office until the next annual general meeting of the Unitholders, and to
authorize the directors of Adminco to fix their remuneration as such. PricewaterhouseCoopers LLP were appointed
by the Adminco Board as auditors of the Trust effective January 28, 2005.

                                                           THE TRUSTEE

The Trustee
Valiant Trust Company is the trustee of the Trust (the “Trustee”). The Declaration of Trust provides that the Trustee
shall exercise its powers and carry out its functions thereunder as Trustee honestly, in good faith and in the best
interests of the Trust and the Unitholders and, in connection therewith, shall exercise that degree of care, diligence
and skill that a reasonably prudent person would exercise in comparable circumstances.

The term of office of the Trustee continues until the earlier of the date of termination of the Trust and the effective
date of the Trustee's resignation or removal. The Trustee may resign upon 60 days' notice to Adminco. The Trustee
may also be removed by ordinary resolution of the Unitholders and, in certain circumstances, by Adminco.

Delegation of Authority, Management and Trust Governance
The board of directors of Adminco has generally been delegated the supervision of the management and affairs of
the Trust, with the actual administration and provision of those services being carried out by management of
Adminco.

                                                EXECUTIVE COMPENSATION

The Trust became a reporting issuer on December 15, 2004 and the Trust Units began trading on the Toronto Stock
Exchange (the “TSX”) on January 6, 2005. The Trust is managed by the Adminco Board and senior officers of
Adminco, not by a third party, and the Trust does not pay any management fees. The Partnership is managed by the
GP Board and senior officers of the General Partner, not by a third party, and the Partnership does not pay any
external management fees. Since the underlying business of the Trust is conducted by the Partnership, management
is compensated by the General Partner.
                                                                    -7-


Summary Compensation Table
The General Partner has two executive officers. The following table sets forth the compensation paid by the General
Partner during the fiscal years ended December 31, 2007, 2006 and 2005 to the General Partner's President and
Chief Executive Officer and Chief Financial Officer (the "Named Executive Officers"). There was no
compensation paid to Adminco's President and Chief Executive Officer and Chief Financial Officer, in their
capacities as such, for the three years ended December 31, 2007, 2006 and 2005.

                                                   Summary Compensation Table

                                                 Annual Compensation                     Long-Term Compensation
                                                                                             Awards          Payouts
                                                                                    Securities   Shares or
                                                                                      Under         Units
                                                                                     Option      Subject to
                        Financial                               Other Annual          SARs         Resale     LTIP                All Other
    Name and              Year         Salary        Bonus      Compensation         Granted    Restrictions Payouts            Compensation
Principal Position       Ended          ($)           ($)            ($)               (#)           ($)        ($)                   ($)

Bruce W. Jones         Dec. 31/07     $244,039     $140,000           Nil               Nil            Nil            Nil             Nil
President and Chief    Dec. 31/06     $224,688     $100,000           Nil               Nil            Nil            Nil             Nil
Executive Officer      Dec. 31/05     $204,846     $165,000           Nil               Nil            Nil            Nil             Nil

Jack M. Smart, CA      Dec. 31/07     $182,692     $100,000           Nil               Nil            Nil            Nil             Nil
Chief Financial        Dec. 31/06     $170,539     $90,000            Nil               Nil            Nil            Nil             Nil
Officer                Dec. 31/05     $152,269     $85,000            Nil               Nil            Nil            Nil             Nil

Notes:
(1) Perquisites and other personal benefits received in the respective periods did not exceed the lesser of $50,000 and 10% of the total of the
     annual salary and bonus of the Named Executive Officer for the financial year.

Equity Compensation Plans
As at December 31, 2007, none of Adminco, the General Partner, the Partnership or the Trust had any compensation
plans in place under which Trust Units were authorized for issuance. No options to purchase Trust Units are
currently outstanding.

Termination of Employment, Change in Responsibilities and Employment Contracts
The General Partner has entered into executive employment agreements (the "Executive Employment
Agreements") dated December 30, 2004 with each of the Named Executive Officers. Each of such officers is
entitled to an annual base salary and will be entitled to receive bonuses at the discretion of the General Partner. See
"Executive Compensation – Summary Compensation Table".

Each Executive Employment Agreement will be terminated upon the death or incapacity of the executive or
voluntarily with one month's notice to the General Partner. In addition, the General Partner may terminate each
Executive Employment Agreement at any time for cause. The General Partner may terminate each Executive
Employment Agreement at any time without cause by written notice, compensation in lieu of notice, or any
combination thereof, based on a notice period of 18 months. Any compensation in lieu of notice shall include an
amount for base salary, bonuses and the cost of benefits.

In the event that a change of control (as defined in the Executive Employment Agreements) of the Trust occurs, such
Named Executive Officer may, within six months of the effective date of such change of control, provide the
General Partner with 30 days' written notice of his intention to terminate his employment for good reason (as
defined in the Executive Employment Agreements), including the assignment of inconsistent duties, a reduction in
salary and a change in location. Upon providing the General Partner with such notice, the General Partner shall
make payment to such Named Executive Officer including all accrued entitlements, a payment equal to such Named
Executive Officer's then current annual salary and bonus and the lump sum equivalent of the General Partner's cost
of benefits of such Named Executive Officer for 18 months. If the employment of a Named Executive Officer is
terminated by the General Partner without cause during the 90 days prior to or after a change of control, the Named
Executive Officer shall be compensated as set forth in this paragraph.
                                                        -8-


Compensation of Directors
The General Partner and Adminco pay their respective directors an annual fee of $10,000, a fee of $1,000 for each
board meeting attended and a fee of $750 for each committee meeting attended. The Chairman also receives an
annual fee of $8,000. Directors who are employees of the General Partner are not entitled to receive any fee for
services rendered to the General Partner or Adminco as directors. The General Partner and Adminco reimburse
directors for expenses incurred in performing their duties as such.

                                REPORT ON EXECUTIVE COMPENSATION

Composition of Compensation Committee
The compensation committee (the “Compensation Committee”) of the GP Board is comprised entirely of non-
management directors. The members of the Compensation Committee are Martin G. Abbott, D. Grant Gunderson
and Kenneth D. Poffenroth. Martin G. Abbott is also the chair of the GP Board. The Compensation Committee was
appointed on December 15, 2004 (the date the Trust became a reporting issuer). Prior thereto, compensation matters
were dealt with by the GP Board.

Report on Executive Compensation
The General Partner's executive compensation program is designed to create an appropriate balance between
competitive compensation and Unitholder value. The goals of the General Partner's compensation program are to
provide competitive compensation that is comparable to similar companies and to ensure the retention of senior
executives. The General Partner's current compensation program is based entirely on cash compensation, including
base salary and bonuses.

Base Salary
The base salary of the General Partner's officers is determined based on a comparative analysis of other public
companies and trusts of similar size operating in the same industry. Each officer's salary is reviewed annually. After
review, the Compensation Committee will make a formal recommendation to the GP Board.

Bonuses
Annual performance bonuses are reviewed and approved by the Compensation Committee and then a formal
recommendation is made to the GP Board. In granting annual performance bonuses, the GP Board considers the
performance of the Partnership, the Trust and the Named Executive Officers relative to expectations and industry
peers.

Compensation of the Chief Executive Officer
The GP Board has adopted a written policy governing the Chief Executive Officer review process. The performance
and compensation of the Chief Executive Officer are reviewed on an annual basis. The Chair of the GP Board, the
Compensation Committee and the GP Board contribute to the evaluation of the Chief Executive Officer. The Chief
Executive Officer also conducts a self-appraisal.

The Chief Executive Officer's performance is also evaluated by the Adminco Board and the Governance and
Compensation Committee of the Adminco Board. However, for the year ended December 31, 2007, the Chief
Executive Officer did not receive any compensation from the Trust or Adminco.

The Chief Executive Officer's performance is measured against the following benchmarks: (i) the goals and
objectives of the Chief Executive Officer, as agreed to by the Chief Executive Officer and GP Board annually; (ii)
the terms of reference of the Chief Executive Officer, as adopted by the GP Board; (iii) the financial and operational
performance of the Partnership and the Trust; (iv) the performance of the Partnership and the Trust measured against
the strategic plan of the Partnership and the Trust; and (v) the performance of the Chief Executive Officer and the
Partnership and the Trust measured against the Chief Executive Officer's peers and other companies and trusts
operating in the oil and gas drilling industry in western Canada. In comparing the Chief Executive Officer's
compensation against industry peers, the GP Board relies in part on the Watson Wyatt Worldwide Total
Compensation Survey Report.
                                                            -9-


For the year ended December 31, 2007, the Chief Executive Officer was compensated entirely by his base salary and
bonuses.

                                                PERFORMANCE GRAPH

The Trust Units are listed for trading on the TSX under the trading symbol SDG.UN. The following graph and table
assume a $100 investment in the Trust's initial public offering on January 6, 2005, and compare the change in the
cumulative total return on the Trust Units over the period ending December 31, 2007 with the cumulative total
return of each of the S&P/TSX Composite Index and the S&P/TSX Energy Trust Index (assuming, in each case,
reinvestment of all dividends and distributions) over the same period:

                                        Total Return Comparison, $100 Investment
                               $300


                               $250


                               $200


                               $150


                               $100


                                  $50


                                   $-
                                            Jan. 6, 2005        Dec. 30, 2005      Dec. 29, 2006   Dec. 31, 2007
     Stoneham Drilling Trust                  $100.00             $226.87            $176.63         $126.93
     S&P/TSX Oil & Gas Equipment and          $100.00             $163.70            $163.70         $149.14
     Services Index
     S&P/TSX Income Trust Index               $100.00             $133.41            $133.41         $138.18
     S&P/TSX Composite Index                  $100.00             $126.62            $126.62         $163.08



                                             CORPORATE GOVERNANCE

The board of directors and management of Adminco and the General Partner, respectively, consider good corporate
governance to be important to the effective operation of the Trust and the Partnership. As the Trust is a trust, the
corporate governance structure of the Trust is not the same as for a conventional corporation. The Adminco Board is
responsible for the governance of the Trust. The GP Board is responsible for the governance of the Partnership.

Board of Directors
The Adminco Board provides stewardship to the Trust ensuring the Trust meets its obligations on an ongoing basis
and operates in a reliable and safe manner. Of the five members of the Adminco Board, four are independent within
the meaning of National Instrument 52-110 Audit Committees ("NI 52-110"). They are Jeffrey J. McCaig, D. Grant
Gunderson, Perry W. Jasson and J. Wayne Thomas. Jeffrey J. McCaig is the chair of the Adminco Board.

The GP Board is responsible for the management of the Partnership's business and affairs. Of the five members of
the GP Board, four are independent within the meaning of NI 52-110. They are Martin G. Abbott, Donald D.
Copeland, D. Grant Gunderson and Kenneth D. Poffenroth. Martin G. Abbott is the chair of the GP Board.

Mr. McCaig will not be standing for re-election at the Meeting and Mr. Copeland will not be standing for re-election
to the GP Board at the meeting; however, Mr. Copeland will be seeking election to the Adminco Board at the
Meeting. See “Matters to be Acted Upon at the Meeting”.
                                                       - 10 -


One of the directors on both the Adminco Board and the GP Board is not independent. Bruce W. Jones is an officer
of both corporations and is therefore not considered independent within the meaning of NI 52-110.

The independent Adminco Board and GP Board members meet at each regularly scheduled board meeting without
management under the chairmanship of the independent chair of each board. Five such meetings were held during
2007 for the GP Board and four were held for the Adminco Board.

Other Directorships
Two directors are directors of other reporting issuers. Jeffrey J. McCaig is presently a director of Trimac Holdings
Ltd., Potash Corporation of Saskatchewan, Orbus Pharma Inc. and Standard Life Assurance Company of Canada.
Donald D. Copeland is presently a director of Upper Lake Oil and Gas Ltd. and Crocotta Energy Inc.

Attendance Record
The following table outlines each board member's attendance at board meetings for the year ended December 31,
2007.

Adminco Board
Jeffrey J. McCaig – four out of four meetings
D. Grant Gunderson – four out of four meetings
Perry W. Jasson – four out of four meetings
Bruce W. Jones – four out of four meetings
J. Wayne Thomas – four out of four meetings

GP Board
Martin G. Abbott – five out of five meetings
Donald D. Copeland – five out of five meetings
D. Grant Gunderson – five out of five meetings
Bruce W. Jones – five out of five meetings
Kenneth D. Poffenroth – five out of five meetings


Mandates
The Adminco Board and the GP Board carry out their mandates directly and through standing committees of each
board. The Adminco Board has an Audit Committee and a Governance and Compensation Committee. The GP
Board has an Audit Committee, a Compensation Committee and a Governance Committee. Each committee
functions according to a written charter approved by each board.

Adminco Board
The Adminco Board has adopted a charter that outlines its mandate and responsibilities. The Adminco Board’s
mandate is to foster the long-term success of the Trust, to enhance and preserve Unitholder value and to provide
stewardship in order that the Trust meets its obligations on an ongoing basis and operates in a reliable and safe
manner. Stewardship of the Trust includes the Adminco Board's involvement in financial planning and reporting,
strategic planning, risk management and mitigation, senior management selection, communication planning and
internal control integrity. The Adminco Board keeps apprised of the business of the Partnership and works with the
GP Board to ensure that the Trust meets its obligations. Attached in Appendix A hereto is a written copy of the
charter.

Information regarding the charter of the Audit Committee of the Adminco Board may be found in the Trust's Annual
Information Form for the year ended December 31, 2007 at www.sedar.com.

The Governance and Compensation Committee is responsible for developing the Trust's approach to governance
issues and ensuring the Adminco Board fulfills its fiduciary responsibilities. Under the terms of its charter, the
Governance and Compensation Committee is also responsible for determining the qualifications required to be a
member of the Adminco Board, proposing nominees and criteria for the Adminco Board to assess its performance,
                                                       - 11 -


determining compensation and establishing orientation for new Adminco Board members. The Governance and
Compensation Committee reviews the Trust's compensation policies and guidelines and its objectives related to
executive compensation as well as its corporate succession and development plans at the executive and senior
officer level.

GP Board
The GP Board has adopted a charter that outlines its mandate and responsibilities. The GP Board's mandate is to
foster the long-term value of the Partnership, to enhance and preserve Partnership value and to provide stewardship
in order that the Partnership meets its obligations on an ongoing basis and operates in a reliable and safe manner.
Stewardship of the Partnership involves including the GP Board in financial planning and reporting, strategic
planning, risk management and mitigation, senior management determination, communication planning and internal
control integrity. The GP Board keeps apprised of the business of the Trust and works with the Adminco Board to
ensure that the Partnership meets its obligations. Attached in Appendix A hereto is a written copy of the charter.

Information regarding the charter of the Audit Committee of the GP Board may be found in the Trust's Annual
Information Form for the year ended December 31, 2007 at www.sedar.com.

The Compensation Committee charter sets out the Compensation Committee's roles and responsibilities. Such
charter requires all Compensation Committee members to be independent. The Compensation Committee considers
and recommends to the GP Board its review of the Partnership's compensation policies and guidelines, ensuring they
are consistent with the Partnership's values and will attract, retain and motivate personnel. The Compensation
Committee reviews and assesses the CEO's performance annually in light of the annual objectives set out by the
Compensation Committee.

The Governance Committee is responsible for developing the Partnership's approach to governance issues and
assisting the GP Board in fulfilling its responsibilities with the goal of fostering a culture of integrity. Under the
terms of its charter, the Governance Committee is also responsible for determining the qualifications required to be a
member of the GP Board, proposing nominees and criteria for the GP Board to assess its performance, determining
compensation and establishing orientation for new GP Board members.

Position Descriptions
The Adminco Board and GP Board have developed and adopted a written position description for the chair of each
such Board. The responsibilities of the chair of each board are grouped into three areas: (i) working with
management, (ii) managing the board, and (iii) relations with the Trust and/or Partnership, other stakeholders and
the public. Under working with management, responsibilities include helping to develop and review strategies,
defining issues, maintaining accountability, ensuring the Chief Executive Officer of Adminco or the GP, as
applicable, is aware of any concerns of such board, and working with the Chief Executive Officer of Adminco or the
GP, as applicable, in order that management strategies, plans and performance matters are presented, as necessary to
each board and other relevant stakeholders. Duties under managing the board include presiding at meetings of each
board and Unitholders, leading each board in respect of the governance of the Trust or GP's business and affairs,
keeping each board apprised of all major developments including timely discussions of potential developments and
coordinating the frequency of and the agenda for all committee meetings in conjunction with the committee chairs
and the Chief Executive Officer and Corporate Secretary of Adminco or the GP, as applicable. There are no written
position descriptions for the chair of each committee.

Both boards have adopted Terms of Reference for the President and Chief Executive Officer. The President and
Chief Executive Officer provides leadership and general supervision over business and affairs of the Partnership and
Adminco, as applicable, within the parameters established by each board.

Orientation and Continuing Education
Under the terms of their respective charters, both the Adminco Board and GP Board are required to ensure that new
directors are provided with an orientation which includes written information about the duties and obligations of
directors and its committees and the business and operations of the Trust or Partnership, documents from recent
board meetings and opportunities for meetings and discussions with management and other directors. The
orientation program for each new director would be tailored to that director's needs and area of interest.
                                                        - 12 -


Board members are encouraged to communicate with management, auditors and technical consultants to keep
themselves current with industry trends, developments and changes in legislation, to attend related industry seminars
and conventions, and to visit the Trust's operations. Board members have full access to the Partnership's, Adminco's
and the Trust's records.

Ethical Business Conduct
The Trust and Partnership each have a formal code of business conduct and ethics (the "Code") in place for their
directors, officers, employees and consultants, a copy of which may be obtained by visiting the corporate website at
www.stonehamdrilling.com. The boards revisit the Code annually. The Code is discussed with staff members
annually, and adherence is informally monitored by management. Any violations or lack of compliance would be
reported to the Board.

The Adminco Board and GP Board must comply with the conflict of interest provisions of the Business
Corporations Act (Alberta), as well as the relevant securities regulatory instruments, in order to ensure that directors
exercise independent judgement in considering transactions and agreements in respect of which a director or
executive officer has a material interest. The boards’ terms of reference for directors require a director to disclose
any potential personal or business related conflicts (real or perceived) and abstain from participation in discussion
and decisions where a conflict may arise.

Nomination of Directors
The Governance Committee of the GP Board and the Governance and Compensation Committee of the Adminco
Board are each composed entirely of independent directors and have mandates to consider nominations for members
of the boards and their committees and to review the performance of the President and Chief Executive Officer of
each corporation, as applicable. Each board's mandate includes considering succession planning (including the
appointment of management) based mainly on periodic reports to each board by the Compensation Committee, the
Governance Committee, the President and Chief Executive Officer and, in the case of the Adminco Board, the
Governance and Compensation Committee, as applicable. Each board will annually review general and specific
criteria to consider when directors are being appointed to such board. The objective of this review will be to
recommend that appointments be made to provide the best mix of skills and experience to guide the long-term
strategy and ongoing business operations of the Partnership and Trust. The review will take into account the
desirability of maintaining a balance of skills, experience and background, with appropriate diversity, along with the
key common characteristics required for effective board participation.

Compensation Committee
In 2007, senior officers did not receive any compensation from Adminco. Compensation for officers and senior
management of the General Partner is based on recommendations of the Compensation Committee to the GP Board.
The Chief Executive Officer's compensation is determined based on the Compensation Committee's assessment of
his performance as compared to the agreed upon criteria proposed by the Compensation Committee and adopted by
the GP Board. Senior management is assessed annually by an evaluation process established by the applicable board
and Compensation Committee or Compensation and Governance Committee, as applicable.

The Compensation Committee of the GP Board is comprised of Martin G. Abbott, D. Grant Gunderson and Kenneth
D. Poffenroth, all of whom are independent directors. The Compensation and Governance Committee of the
Adminco Board is comprised of Jeffrey J. McCaig, Perry W. Jasson and D. Grant Gunderson, all of whom are
independent directors.

Assessments
The Governance and Compensation Committee of the Adminco Board and the Governance Committee of the GP
Board are responsible for defining the criteria used to assess the performance of the boards, as applicable, as a whole
and individual contributions to each board as well as determining the annual assessment process. The committees'
charters provide them with the ability to examine the plenary powers of each board, composition and size of such
board, meetings of such board, compensation of directors, strategic planning and risk identification and
management.
                                                         - 13 -


                      INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Management is not aware of any indebtedness outstanding by current or former directors, executive officers or
employees of the General Partner or Adminco, to the Trust, the Partnership, Adminco or the General Partner.

                                 INTERESTS OF DIRECTORS AND OFFICERS

Interest of Management in Material Transactions
To the knowledge of the board of directors and management of the General Partner and Adminco, no informed
person or proposed director of the General Partner or Adminco, or associate or affiliate of any of the foregoing, has
had a material interest, direct or indirect, in any material transaction with the General Partner, Adminco, the
Partnership or the Trust since the beginning of the last financial year, or in any proposed transaction, that has
materially affected or would materially affect the General Partner, Adminco, the Partnership or the Trust.

Interest of Certain Persons and Companies in Matters to be Acted Upon
To the knowledge of the board of directors and management of the General Partner and Adminco, no director or
executive officer of the General Partner or Adminco or anyone who has held office as such since the beginning of
the last financial year or of any associate or affiliate of any of the foregoing has a material interest in any matter to
be acted on at the Meeting, except as otherwise disclosed herein.

                                                 OTHER MATTERS

As of the date of this Information Circular, the board of directors and management of the General Partner and
Adminco know of no amendment, variation or other matter to come before the Meeting other than the matters
referred to in the Notice of Meeting. However, if any other matter properly comes before the Meeting, the
accompanying proxies will be voted on such matter in accordance with the best judgement of the person or persons
voting the proxy.

                                          ADDITIONAL INFORMATION

Additional information relating to the Trust is available on SEDAR at www.sedar.com. Financial information is
provided in the Trust's comparative consolidated financial statements and MD&A for its most recently completed
financial year which may be found on SEDAR at www.sedar.com, or which may be obtained from the Trust upon
written request to Adminco at 1230, 335 - 8 Avenue S.W., Calgary, Alberta, T2P 1C9, or on the Trust's website at
www.stonehamdrilling.com.



Dated May 1, 2008
                                                 APPENDIX "A"

                                 STONEHAM ADMINISTRATION INC.
                                     BOARD OF DIRECTORS
                                          CHARTER

MANDATE OF THE BOARD

(A) Overview

Stoneham Administration Inc. (the "Company") is the manager of Stoneham Drilling Trust (the "Trust"). Valiant
Trust Company (the "Trustee") is the trustee of the Trust. Pursuant to the Amended and Restated Declaration of
Trust (the "Declaration of Trust") of the Trust, the Company is responsible for overseeing the administration and
management of all general and administrative affairs of the Trust and has the general authority, responsibility and
obligation to perform the Trustee's duties and responsibilities under the Declaration of Trust. The board of directors
(the "Board") of the Company is responsible under law for the management of the Company's business and affairs.
Accordingly, under law and the Declaration of Trust, the Board is generally responsible for the management of the
Trust's business and affairs.

Stoneham Drilling Limited Partnership (the "Partnership") is directly and indirectly wholly owned by the Trust and
is the primary operating entity of the Trust. Generally speaking, Stoneham Drilling Inc. (the "General Partner") and
the board of directors of the General Partner are responsible for the management of the Partnership's business and
affairs. It is important that a clear division of responsibility and authority be maintained between (i) the Board acting
on behalf of the Company and the Trust, and (ii) the board of directors of the General Partner acting on behalf of the
General Partner and the Partnership. However, because the Partnership is the primary operating entity of the Trust,
the Board will have an obligation under securities laws to be informed and knowledgeable about the business and
operations of the Partnership and to maintain a dialogue with the management and board of directors of the General
Partner to ensure that the Board is able to meet its obligations to the Trust and unitholders under the Declaration of
Trust and pursuant to applicable securities laws and the rules and policies of the Toronto Stock Exchange.

(B) Operation of the Board

The Board shall operate by delegating certain of its authorities, including the day to day conduct of the business of
the Trust, to management and overseeing the activities of management, and by reserving certain powers to itself.
The Board shall retain the responsibility of managing its own affairs, including selecting its Chair, nominating
candidates for election to the Board, constituting committees of the full Board and determining director
compensation. Subject to the Declaration of Trust, the Articles and By-Laws of the Company and the Business
Corporations Act (Alberta) (the "ABCA"), the Board may constitute, seek the advice of and delegate powers, duties
and responsibilities to committees of the Board and shall do so where it considers appropriate.

(C) General Responsibilities

The Board's fundamental responsibilities are to foster the long-term success of the Trust consistent with the Board's
fiduciary responsibility to the Trust and the Company, to enhance and preserve long-term unitholder value and to
provide stewardship in order that the Trust meets its obligations on an ongoing basis and operates in a reliable and
safe manner. In performing its functions, the Board should also consider the legitimate interests that other
stakeholders may have in the Trust. In broad terms the stewardship of the Trust involves the Board in financial
planning and reporting, strategic planning, risk management and mitigation, senior management determination,
communication planning and internal control integrity. In fulfilling its responsibilities, the Board will need to keep
apprised of the business of the Partnership and work with the board of directors of the General Partner to ensure that,
the Trust meets its obligations on an ongoing basis.




                                                          A-1.
(D) Specific Responsibilities

The Board's specific duties and responsibilities fall into the categories outlined below.

1.       Legal Requirements. Under corporate law, the Board is subject to certain legal requirements governing its
         relationship with, and responsibilities to, the Company. Given the Company's obligations to the Trust, the
         Board will also have a relationship with, and responsibilities to, the Trust.

         (a)      The Board has the oversight responsibility for directing management in order that the Trust meets
                  its legal and regulatory requirements and that documents and records are properly prepared,
                  approved and maintained.

         (b)      The Board has the responsibility to:

                      (i)    manage the business and affairs of the Company and the Trust;

                     (ii)    act honestly and in good faith with a view to the best interests of the Company and the
                             Trust;

                    (iii)    exercise the care, diligence and skill that reasonably prudent people would exercise in
                             comparable circumstances;

                    (iv)     act in accordance with its obligations contained in the ABCA and the regulations
                             thereto, the securities legislation of each province and territory of Canada, other
                             relevant legislation and regulation, applicable to the Company and the Trust, and the
                             Declaration of Trust and the Company's Articles and By-laws; and

                     (v)     on the recommendation of the Audit Committee of the Board, recommend to the Trust
                             and the Unitholders the appointment of an external auditor, and fix the remuneration of
                             the external auditor.

         (c)      The Board has the responsibility for considering, as a full Board, the following matters:

                      (i)    any submission to the Trust or the Unitholders of a question, or matter requiring the
                             approval of the Trust or the Unitholders;

                     (ii)    the filling of a vacancy among the directors or in the office of auditor;

                    (iii)    the issuance of securities;

                    (iv)     the declaration of dividends or distributions;

                     (v)     the purchase, redemption or any other form of acquisition of trust units issued by the
                             Trust;

                    (vi)     the payment of a commission to any person in consideration of his/her purchasing or
                             agreeing to purchase trust units of the Trust from the Trust or from any other person, or
                             procuring or agreeing to procure purchasers for any such trust units;

                   (vii)     the approval of management proxy circulars;

                   (viii)    the approval of any take-over bid circular or directors' circular;

                    (ix)     the approval of financial statements of the Trust; and




                                                           A-2.
                (x)     the adoption, amendment or repeal of By-Laws of the Company or the Declaration of
                        Trust.

2.   Declaration of Trust. Under the Declaration of Trust, the Company has been delegated the following
     authority, responsibilities and duties. The Board, subject to delegation to management, committees of the
     Board or third parties as deemed appropriate and as permitted under the Declaration of Trust and applicable
     law, is responsible for ensuring that the Company fulfils its duties and responsibilities to the Trust.

     (a)     The Company (and accordingly, subject to permitted delegation, the Board) has the general
             authority, responsibility and obligation to perform the Trustee's duties and responsibilities under
             the Declaration of Trust, and is responsible for overseeing the administration and management of
             all general and administrative affairs of the Trust.

     (b)     The Board shall provide and perform, or cause management or third parties to provide or perform,
             all general administrative, management and support services (other than as specifically provided
             for in the Declaration of Trust) as may be required or advisable, from time to time, in order to
             administer the business, affairs and operations of the Trust, including the following services:

                 (i)    undertake any matters required by the Declaration of Trust to be performed by the
                        Trustee, including taking all actions which are necessary to effect the implementation
                        and carrying out of the Trustee's powers and responsibilities, and generally provide all
                        other services as may be necessary or as requested by the Trustee for the administration
                        of the Trust;

                (ii)    vote all securities held by the Trust (subject to restrictions contained in the Declaration
                        of Trust);

               (iii)    prepare all returns, filings and documents and make all determinations necessary for the
                        discharge of the Trustee's obligations under the Declaration of Trust;

               (iv)     retain and monitor the transfer agent of the Trust and other organizations serving the
                        Trust;

                (v)     develop acquisition strategies for, and investigate potential acquisitions by, the Trust
                        and its subsidiaries, other than the General Partner and the Partnership;

               (vi)     carry out any acquisitions or dispositions of assets of the Trust and any financings
                        related thereto;

               (vii)    authorize and pay operation expenses incurred on behalf of the Trust and negotiate
                        contracts with third party providers of services (including, but not limited to, transfer
                        agents, legal counsel, auditors and printers);

              (viii)    provide office space, telephone, office equipment, facilities, supplies and executive,
                        secretarial and clerical services;

               (ix)     prepare and provide to the Unitholders annual audited and interim unaudited financial
                        statements of the Trust, as well as relevant tax information;

                (x)     submit all income tax returns and filings to the Trustee in sufficient time prior to the
                        dates upon which they must be filed so that the Trustee has a reasonable opportunity to
                        review them, execute them and return them to the Company, and arrange for their filing
                        within the time required by applicable tax law;




                                                    A-3.
  (xi)    compute, determine and make on the Trust's behalf distributions to Unitholders
          properly payable by the Trust and administer such distribution reinvestment plans and
          other similar plans as the Trust may establish from time to time;

  (xii)   ensure compliance by the Trust with, and enforce all rights of the Trust under, all
          agreements entered into by the Trust, provide advice with respect to the Trust's
          obligations as a reporting issuer, and ensure compliance by the Trust with all applicable
          securities legislation including without limitation, continuous disclosure obligations;

 (xiii)   implement trading and disclosure policies in respect of Trust Units and other securities
          of the Trust;

 (xiv)    prepare any circular or other disclosure document required under applicable securities
          legislation with respect to an offer to acquire securities of another person or in response
          to an offer to purchase Trust Units and otherwise undertake all matters pertaining to any
          take-over bid, merger, amalgamation, arrangement, reorganization, recapitalization,
          business combination or similar transaction involving the Trust;

  (xv)    provide investor relations services to the Trust;

 (xvi)    undertake all matters related to the listing and maintaining of the listing on the Toronto
          Stock Exchange of the Trust Units, or such other stock exchanges as may be
          determined by the Company from time to time;

(xvii)    call and hold all annual and/or special meetings of Unitholders pursuant to the
          Declaration of Trust and prepare and arrange for the distribution of all materials
          (including notices of meetings and information circulars) in respect thereof;

(xviii)   prepare and provide or cause to be provided to Unitholders on a timely basis all
          information to which Unitholders are entitled under the Declaration of Trust and under
          applicable laws, including information or proxy circulars, annual information forms,
          quarterly and annual reports, notices, financial reports and tax information relating to
          the Trust;

 (xix)    take all steps necessary to complete the issuance of securities of the Trust;

  (xx)    attend to all administrative and other matters arising in connection with any
          redemptions of Trust Units;

 (xxi)    determine the timing and terms of any offer by the Trust for, and repurchase by the
          Trust of, Trust Units;

(xxii)    obtain and maintain appropriate liability insurance for the benefit of the directors and
          officers of all of the Trust's direct and indirect subsidiaries, including the General
          Partner and the Company;

(xxiii)   monitor the Trust's status as a mutual fund trust and provide the Trustee with written
          notice when the Trust is at risk of ceasing to be a mutual fund trust for the purpose of
          the Income Tax Act (Canada);

(xxiv)    monitor the investments of the Trust to ensure that the aggregate cost amount of the
          "foreign property" of the Trust does not exceed the limits prescribed in the Income Tax
          Act (Canada), the result of which would be to expose the Trust to Part XI tax under
          such act;




                                      A-4.
        (xxv)      deal with banks and other institutional lenders, including in respect of the maintenance
                   of bank records and the negotiation and securing of bank financing or refinancing of
                   one or more credit or debt facilities, hedging or swap facilities or other ancillary
                   facilities in respect of the Trust or any entity in which the Trust holds any direct or
                   indirect interest, excluding the Partnership;

       (xxvi)      undertake, manage and prosecute any and all proceedings from time to time before or in
                   respect of governmental authorities;

      (xxvii)      undertake all matters relating to an offering of Trust Units or other securities of the
                   Trust, including preparing any prospectus or comparable documents of the Trust to
                   qualify the sale of securities of the Trust from time to time and ensure compliance with
                   all applicable laws in relation to such an offering; and

      (xxviii)     promptly notify the Trust of any event that might reasonably be expected to have a
                   material adverse effect on the affairs of the Trust.

(c)     In the performance of its duties, the Company (and therefore the Board or management, as
        applicable) shall:

           (i)     perform all such services at all times in compliance with applicable laws;

          (ii)     observe and perform or cause to be observed and performed on behalf of the Trust, in
                   every material respect, the provisions of: (i) all agreements from time to time entered
                   into by the Trust in connection with its activities; and (ii) all applicable laws;

          (iii)    not commingle its own funds with any funds held by it on behalf of the Trust;

          (iv)     maintain proper books, records and documents in which complete, true and correct
                   entries in conformity, in all material respects, with generally accepted accounting
                   principles and all requirements of applicable laws will be made in respect of the
                   performance of the Company's services under the Declaration of Trust, and all such
                   books and records shall be maintained at the Company's head office in the Province of
                   Alberta; and

           (v)     upon reasonable prior notice by the Trustee to the Company, make available to the
                   Trustee and its authorized representatives, for examination during normal business
                   hours on a business day, all books, records and documents required to be maintained,
                   wherever maintained. In addition, the Company shall make available to the Trustee and
                   its authorized representatives such financial and operating data and other information in
                   respect of the performance of the Company's services under the Declaration of Trust as
                   may be in existence and as the Trustee and its authorized representatives shall from
                   time to time reasonably request, including for the purposes of conducting any audit in
                   respect of expenses of the Trust or other matters necessary or advisable to be audited in
                   order for the Trustee to conduct an audit of the financial affairs of the Trust. Any
                   examination of records at the Company's head office shall be conducted in a manner
                   which will not unduly interfere with the conduct of the business of the Company.

(d)     In carrying out its duties to the Trust, the Company (and therefore the Board and management, as
        applicable) shall act honestly, in good faith and with a view to the best interests of the Trust, and
        with the same degree of care, diligence and skill that a reasonably prudent person, having
        responsibilities of a similar nature to those prescribed under the Declaration of Trust, would
        exercise in comparable circumstances.




                                               A-5.
3.   Composition of Board

     The Board shall from time to time examine its size and composition and undertake, where appropriate, a
     program to reduce or increase the number of directors to a number which facilitates more effective decision
     making.

4.   Compensation of Directors

     The Board shall from time to time review, or appoint a committee to review, the adequacy and form of the
     compensation of the directors and shall ensure that such compensation realistically reflects the
     responsibilities and risks involved in being a director of the Company in its capacity as manager of the
     Trust.

5.   Outside Advisers

     The Board shall implement a system whereby individual directors may engage an outside advisor
     (including legal counsel), at the expense of the Trust, to provide consultation and advice in appropriate
     circumstances. The engagement of an outside advisor by a director shall be subject to the approval of the
     Board or the Governance and Compensation Committee of the Board.

6.   Independence

     The Board has the responsibility to implement appropriate structures and procedures to permit the Board to
     function independently of management.

     Such structures and procedures shall, at a minimum, include:

     (a)     the appointment of a Chair of the Board, who shall be independent (as defined below) and who
             shall be responsible for ensuring that the Board discharges its responsibilities independently of
             management;

     (b)     the requirement that a majority of the members of the Board shall be independent; and

     (c)     the adoption of alternative means of ensuring independence from management such as assignment
             of this responsibility to a committee of the Board.

7.   Strategy Determination

     The Board has the responsibility:

     (a)     to determine long-term goals, to establish a strategic planning process for the Trust, and to
             participate with management directly or through its committees in approving the mission of, and
             the strategic plan for the Trust by which the Trust proposes to achieve its goals; and

     (b)     to monitor progress in respect of the achievement of the goals established in the strategic plan and
             to initiate corrective action when required.

8.   Committees of the Board and Independent Directors

     The Board shall appoint committees of directors, and such committees shall have the responsibilities of
     meeting regularly and carrying out the duties and powers delegated to them by the Board. The committees
     of the Board shall at a minimum consist of:

     (a)     Governance and Compensation Committee; and

     (b)     Audit Committee.


                                                   A-6.
      In order for independent directors of the Company to serve as a more effective check on management, the
      independent directors must meet at regularly scheduled executive sessions, without management present.

9.    Managing Risk

      The Board has the responsibility to understand the principal risks of the business in which the Trust and its
      subsidiaries are engaged, to achieve a proper balance between risks incurred and the potential return to
      unitholders, and to confirm that there are systems in place which effectively monitor and manage those
      risks with a view to the long-term viability of the Trust and its subsidiaries. The Board also has a
      responsibility to understand and review the derivative and hedge policies of the Trust and its subsidiaries.

10.   Appointing, Training and Monitoring Senior Management

      The Board has the responsibility:

      (a)      to appoint the Chief Executive Officer (the "CEO") of the Company, to monitor and assess CEO
               performance, to determine CEO compensation, and to provide advice and counsel in the execution
               of the CEO's duties;

      (b)      to consider the advice of the CEO and the recommendations of the Governance and Compensation
               Committee in approving the appointment and remuneration of all officers of the Company; and

      (c)      to consider the advice and recommendation of the Governance and Compensation Committee to
               satisfy itself that adequate provision has been made for the training, development and continuing
               education of management and for the orderly succession of management.

11.   Reporting and Communication

      The Board has the responsibility:

      (a)      to verify that the Trust has in place policies and programs to enable the Trust to communicate
               effectively with its unitholders, other stakeholders and the public generally;

      (b)      to verify that the financial performance of the Trust (and its subsidiaries on a consolidated basis) is
               adequately reported to unitholders, other security holders and regulators on a timely and regular
               basis;

      (c)      to verify that the financial results are reported fairly and in accordance with generally accepted
               accounting principles and standards;

      (d)      to verify the timely reporting of any other developments that have a significant and material
               impact on the value of the trust units of the Trust; and

      (e)      to report annually to unitholders on its stewardship of the affairs of the Trust for the preceding
               year.

12.   Monitoring and Acting

      The Board has the responsibility:

      (a)      to verify that the Trust and its subsidiaries operate at all times within applicable laws and
               regulations to the highest ethical and moral standards;

      (b)      to approve and monitor compliance with significant policies and procedures by which the Trust
               and its subsidiaries are operated;



                                                      A-7.
       (c)      to review and approve the annual budget, annual financing plans, any payment of dividends and
                new financing;

       (d)      to review and approve quarterly financial reports and the annual report;

       (e)      to monitor the Trust's progress towards its goals and objectives and to revise and alter its direction
                through management in response to changing circumstances;

       (f)      to take action when performance falls short of goals and objectives or when other special
                circumstances warrant;

       (g)      to review and direct management to establish the necessary processes and procedures to meet the
                Board's expectations regarding timely scheduling of Board and Committee meetings, receipt of
                materials, reports, presentations and other information from management in a timely and efficient
                manner, in order to permit the Board to properly carry out its duties and responsibilities.

       (h)      to verify that the Trust and its subsidiaries have implemented adequate internal control and
                information systems which ensure the effective discharge of their responsibilities; and

       (i)      to determine the advisability, from time to time, of implementing a policy requiring a minimum
                level of ownership by directors in the capital of the Trust.

(E) General

1.     The Board shall also be responsible for:

       (a)      reviewing and assessing this Charter annually and revising it in accordance with the
                recommendations of the Governance and Compensation Committee;

       (b)      considering the recommendations of the Governance and Compensation Committee with respect
                to the Charter of each of the committees of the Board and revising such charters accordingly, as
                appropriate; and

       (c)      performing any other activities consistent with this Charter, the Declaration of Trust, the
                Company's Articles and By-Laws and any other governing law and regulation as the Board deems
                necessary or appropriate in order to carry out its mandate.

2.     This Charter shall not be taken to create a level of duty, or increase the liability of the Trust, the Company,
       the Board, or any of its directors or management, beyond that otherwise provided by applicable law and the
       Declaration of Trust. The systematic identification, management and delegation of the business and affairs
       of the Trust contained in this Charter are intended to improve the process of the Trust's corporate
       governance.

COMPOSITION OF THE BOARD

1.     The Board shall be comprised of at least three directors.

2.     A majority of the members of the Board shall be "independent", as affirmatively determined by the Board
       and as required by securities laws and any applicable stock exchange or regulatory requirements.

3.     The Chair of the Board shall be appointed by the Board to oversee the Board carrying out its
       responsibilities effectively.

4.     Each member of the Board shall have such skills and abilities appropriate to his or her appointment as a
       director as shall be determined by the Board.



                                                       A-8.
MEETINGS OF THE BOARD

1.   The Board shall meet at such times and places as designated by the Chair of the Board, at least on a
     quarterly basis, and whenever a meeting is requested by a member of the Board or a senior officer of the
     Company.

2.   Notice of each meeting of the Board shall be given to each member of the Board.

3.   Notice of a meeting of the Board shall:

     (a)      be in writing (which may be communicated by facsimile or other communication facilities
              including e-mail);

     (b)      state the nature of the business to be transacted at the meeting in reasonable detail;

     (c)      to the extent practicable, be accompanied by copies of documentation to be considered at the
              meeting; and

     (d)      be given at least 7 days preceding the time stipulated for the meeting (or such shorter period of
              time agreed to by all members of the Committee).

4.   A quorum for the transaction of business at a meeting of the Board shall consist of a majority of the
     members of the Board and such quorum of directors may exercise all the powers of the directors.

5.   A member of the Board may participate in a meeting of the Board by means of such telephonic, electronic
     or other communication facilities as permit all persons participating in the meeting to communicate
     adequately with each other. A member of the Board participating in the meeting by any such means is
     deemed to be present at that meeting.

6.   In the absence of the Chair of the Board, the members of the Board, shall choose one of the members
     present at the meeting to be Chair of the meeting and, in the absence of the Secretary of the Company, the
     Board shall choose one of the members of the Board present at the meeting to be the Secretary of the
     meeting.

7.   Minutes shall be kept of all meetings of the Board and shall be signed by the Chairman and Secretary of the
     meeting. The minutes shall be maintained with the Company's records, shall include copies of all
     resolutions passed at each meeting, and shall be available for review by members of the Committee, the
     Board and management.




                                                     A-9.
                                       STONEHAM DRILLING INC.
                                         BOARD OF DIRECTORS
                                             CHARTER

MANDATE OF THE BOARD

(A) Overview

Stoneham Drilling Inc. (the "Company") is the general partner of Stoneham Drilling Limited Partnership (the
"Partnership"). Pursuant to the amended and restated limited partnership agreement (the "Partnership Agreement")
of the Partnership, the Company has the full, exclusive and complete discretion over the management and control of
the business of the Partnership and, subject to the Partnership Agreement, is responsible for making all decisions
affecting the business of the Partnership. The board of directors (the "Board") of the Company is responsible under
law for the management of the Company's business and affairs. Accordingly, under applicable law and the
Partnership Agreement, the Board is generally responsible for the management of the Partnership's business and
affairs.

The Partnership is directly and indirectly wholly owned by Stoneham Drilling Trust (the "Trust") and is the primary
operating entity of the Trust. Stoneham Administration Inc. ("Adminco") is responsible for overseeing the
administration and management of the Trust. It is important that a clear division of responsibility and authority be
maintained between (i) the Board acting on behalf of the Company and the Partnership, and (ii) the board of
directors of Adminco acting on behalf of Adminco and the Trust. However, because the Partnership is the primary
operating entity of the Trust, the Trust (and the board of directors of Adminco) will have an obligation under
securities laws to be informed and knowledgeable about the business and operations of the Partnership and to
maintain a dialogue with the management of the Company and Board to ensure that the board of directors of
Adminco is able to meet its obligations to the Trust and unitholders under the amended and restated declaration of
trust of the Trust and pursuant to applicable securities laws and the rules and policies of the Toronto Stock
Exchange. The Board should cooperate with the board of directors of Adminco in order to ensure that they can
comply with such obligations.

(B) Operation of the Board

The Board shall operate by delegating certain of its authorities, including the day to day conduct of the business of
the Partnership, to management and overseeing the activities of management, and by reserving certain powers to
itself. The Board shall retain the responsibility of managing its own affairs, including selecting its Chair, nominating
candidates for election to the Board, constituting committees of the full Board and determining director
compensation. Subject to the Partnership Agreement, the Articles and By-Laws of the Company and the Business
Corporations Act (Alberta) (the "ABCA"), the Board may constitute, seek the advice of and delegate powers, duties
and responsibilities to committees of the Board and shall do so where it considers appropriate.

(C) General Responsibilities

The Board's fundamental responsibilities are to foster the long-term success of the Partnership consistent with the
Board's fiduciary responsibility to the Partnership and the Company, to enhance and preserve long-term value of the
Partnership and to provide stewardship in order that the Partnership meets its obligations on an ongoing basis and
operates in a reliable and safe manner. In performing its functions, the Board should also consider the legitimate
interests that other stakeholders may have in the Partnership. In broad terms the stewardship of the Partnership
involves the Board in financial planning and reporting, strategic planning, risk management and mitigation, senior
management determination, communication planning and internal control integrity. In fulfilling its responsibilities,
the Board should work with the board of directors of Adminco to help ensure that the Trust and the board of
directors of Adminco are able to meet their obligations on an ongoing basis.




                                                         A-10.
(D) Specific Responsibilities

The Board's specific duties and responsibilities fall into the categories outlined below.

1.       Legal Requirements. Under corporate law, the Board is subject to certain legal requirements governing its
         relationship with, and responsibilities to, the Company. Given the Company's obligations to the
         Partnership, the Board will also have a relationship with, and responsibilities to, the Partnership.

         (a)      The Board has the oversight responsibility for directing management in order that the Partnership
                  meets its legal and regulatory requirements and that documents and records are properly prepared,
                  approved and maintained.

         (b)      The Board has the responsibility to:

                      (i)    manage the business and affairs of the Company and the Partnership;

                     (ii)    act honestly and in good faith with a view to the best interests of the Company and the
                             Partnership;

                    (iii)    exercise the care, diligence and skill that reasonably prudent people would exercise in
                             comparable circumstances;

                    (iv)     act in accordance with its obligations contained in the ABCA and the regulations
                             thereto, the securities legislation of each province and territory of Canada, other
                             relevant legislation and regulation, applicable to the Company and the Partnership, and
                             the Partnership Agreement and the Company's Articles and By-laws; and

                     (v)     on the recommendation of the Audit Committee of the Board, recommend to the
                             unitholders of the Trust the appointment of an external auditor, and fix the
                             remuneration of the external auditor.

         (c)      The Board has the responsibility for considering, as a full Board, the following matters:

                      (i)    any submission to the Partnership of a question or matter requiring the approval of the
                             Partnership;

                     (ii)    the filling of a vacancy among the directors or in the office of auditor;

                    (iii)    the issuance of securities;

                    (iv)     the declaration of dividends or distributions;

                     (v)     the purchase, redemption or any other ,form of acquisition of securities issued by the
                             Partnership;

                    (vi)     the payment of a commission to any person in consideration of his/her purchasing or
                             agreeing to purchase securities of the Partnership from the Partnership or from any
                             other person, or procuring or agreeing to procure purchasers for any such securities;

                   (vii)     the approval of management proxy circulars;

                   (viii)    the approval of financial statements of the Partnership; and

                    (ix)     the adoption, amendment or repeal, of By-Laws of the Company or the Partnership
                             Agreement.



                                                           A-11.
2.   Partnership Agreement. Under the Partnership Agreement, the Company has been delegated the
     following authority, responsibilities and duties. The Board, subject to delegation to management,
     committees of the Board or third parties as deemed appropriate and as permitted under the Partnership
     Agreement and applicable law, is responsible for ensuring that the Company fulfils its duties and
     responsibilities to the Partnership. The Company has the power and authority to:

     (a)     negotiate, conclude, execute, carry out and perform all agreements which require execution by or
             on behalf of the Partnership involving matters or transactions with respect to the Partnership's
             business;

     (b)     open and manage bank accounts in the name of the Partnership and spend the capital of the
             Partnership in the exercise of any right or power exercisable by the Company under the
             Partnership Agreement;

     (c)     borrow money in the name of the Partnership from time to time from the Company or its affiliates
             or associates or from financial institutions or any other person, in each case as the Company may
             determine without limitation with regard to amount, use, cost or conditions of reimbursement of
             such loan, including the granting of security interests over the assets of the Partnership;

     (d)     issue, reissue, sell or pledge debt obligations of the Partnership;

     (e)     give a guarantee on behalf of any person (including affiliates and associates of the Company);

     (f)     mortgage, charge, assign, hypothecate, pledge or otherwise create a security interest in all or any
             property of the Partnership now owned or hereafter acquired, to secure any obligation of the
             Partnership, including without limitation, present and future borrowings and related expenses of
             the Partnership and to sell all or any of such property pursuant to a foreclosure or other realization
             upon the foregoing encumbrances;

     (g)     establish cash reserves that are determined to be necessary or appropriate for the proper
             management and operation of the Partnership;

     (h)     see to the management of the Partnership, and to manage, control and develop all the activities of
             the Partnership and take all measures necessary or appropriate for the business of the Partnership
             or ancillary thereto;

     (i)     apply for and hold any and all permits, licences or other governmental approvals required or
             desirable in connection with the Partnership's business;

     (j)     maintain, improve, expand, extend or change the assets, business or undertaking from time to time
             of the Partnership;

     (k)     incur all costs and expenses in connection with the Partnership;

     (l)     employ, retain, engage or dismiss from employment, personnel, agents, representatives or
             professionals (which persons may be associates or affiliates of the Company) with the powers and
             duties upon the terms and for the compensation as in the discretion of the Company may be
             necessary or advisable in the carrying on of the business of the Partnership;

     (m)     engage agents, including associates or affiliates of the Company, to assist the Company in
             carrying out its management obligations to the Partnership or subcontract administrative functions;

     (n)     invest cash assets of the Partnership that are not immediately required for the business of the
             Partnership in investments which the Company considers appropriate;




                                                    A-12.
     (o)      act as attorney in fact or agent of the Partnership in disbursing and collecting monies for the
              Partnership, paying debts and fulfilling the obligations of the Partnership and handling and settling
              claims of the Partnership;

     (p)      commence or defend any action or proceeding in connection with the Partnership;

     (q)      file returns or other documents required by any governmental or like authority;

     (r)      retain legal counsel, experts, advisors or consultants as the Company considers appropriate and
              rely upon the advice of such persons;

     (s)      do anything that is in furtherance of or incidental to the business of the Partnership or that is
              provided for in the Partnership Agreement;

     (t)      execute, acknowledge an deliver the documents necessary to effectuate any or all of the foregoing
              or otherwise in connection with the business of the Partnership;

     (u)      obtain any insurance coverage;

     (v)      acquire or dispose of assets of the Partnership; and

     (w)      generally carry out the objects, purposes and business of the Partnership.

     The Company (and therefore the Board) shall exercise the powers and discharge the duties of its office
     under the Partnership Agreement honestly, in good faith and in the best interests of the Partnership.

3.   Composition of Board

     The Board shall from time to time examine its size and composition and undertake, where appropriate, a
     program to reduce or increase the number of directors to a number which facilitates more effective decision
     making.

4.   Compensation of Directors

     The Board shall from time to time review, or appoint a committee to review, the adequacy and form of the
     compensation of the directors and shall ensure that such compensation realistically reflects the
     responsibilities and risks involved in being a director of the Company in its capacity as general partner of
     the Partnership.

5.   Outside Advisers

     The Board shall implement a system whereby individual directors may engage an outside advisor
     (including legal counsel), at the expense of the Partnership, to provide consultation and advice in
     appropriate circumstances. The engagement of an outside advisor by a director shall be subject to the
     approval of the Board or the Governance Committee of the Board.

6.   Independence

     The Board has the responsibility to implement appropriate structures and procedures to permit the Board to
     function independently of management.

     Such structures and procedures shall, at a minimum, include:




                                                    A-13.
      (a)      the appointment of a Chair of the Board, who shall be independent (as defined below) and who
               shall be responsible for ensuring that the Board discharges its responsibilities independently of
               management;

      (b)      the requirement that a majority of the members of the Board shall be independent; and

      (c)      the adoption of alternative means of ensuring independence from management such as assignment
               of this responsibility to a committee of the Board.

7.    Strategy Determination

      The Board has the responsibility:

      (a)      to determine long-term goals, to establish a strategic planning process for the Partnership, and to
               participate with management directly or through its committees in approving the mission of, and
               the strategic plan for the Partnership by which the Partnership proposes to achieve its goals; and

      (b)      to monitor progress in respect of the achievement of the goals established in the strategic plan and
               to initiate corrective action when required.

8.    Committees of the Board and Independent Directors

      The Board shall appoint committees of directors and such committees shall have the responsibilities of
      meeting regularly and carrying out the duties and powers delegated to them by the Board. The committees
      of the Board shall at a minimum consist of

      (a)      Governance Committee;

      (b)      Compensation Committee; and

      (c)      Audit Committee.

      In order for independent directors of the Company to serve as a more effective check on management, the
      independent directors must meet at regularly scheduled executive sessions, without management present.

9.    Managing Risk

      The Board has the responsibility to understand the principal risks of the business in which the Partnership is
      engaged, to achieve a proper balance between risks incurred and the potential return to the Partnership and
      the Trust, and to confirm that there are systems in place which effectively monitor and manage those risks
      with a view to the long-term viability of the Partnership. The Board also has a responsibility to understand
      and review the derivative and hedge policies of the Partnership.

10.   Appointing, Training and Monitoring Senior Management

      The Board has the responsibility:

      (a)      to appoint the Chief Executive Officer (the "CEO") of the Company, to monitor and assess CEO
               performance, to determine CEO compensation, and to provide advice and counsel in the execution
               of the CEO's duties;

      (b)      to consider the advice of the CEO and the recommendations of the Governance Committee and
               Compensation Committee in approving the appointment and remuneration of all officers of the
               Company; and




                                                     A-14.
      (c)     to consider the advice and recommendation of the Governance Committee to satisfy itself that
              adequate provision has been made for the training, development and continuing education of
              management and for the orderly succession of management.

11.   Reporting and Communication

      The Board has the responsibility:

      (a)     to verify that the Partnership has in place policies and programs to enable the Partnership to
              communicate effectively with the Trust and the board of directors of Adminco, other stakeholders
              and the public generally;

      (b)     to verify that the financial performance of the Partnership is adequately reported to the Trust and
              the board of directors of Adminco on a timely and regular basis;

      (c)     to verify that the financial results are reported fairly and in accordance with generally accepted
              accounting principles and standards;

      (d)     to verify the timely reporting to the Trust and the board of directors and management of Adminco
              of any other developments that would have a significant and material impact on the value of the
              trust units of the Trust; and

      (e)     to report annually to the Trust and the board of directors and management of Adminco on its
              stewardship of the affairs of the Partnership for the preceding year.

12.   Monitoring and Acting

      The Board has the responsibility:

      (a)     to verify that the Partnership operates at all times within applicable laws and

      (b)     regulations to the highest ethical and moral standards;

      (c)     to review and approve the annual budget, annual financing plans, any payment of distributions and
              new financing;

      (d)     to review and approve quarterly financial reports and the annual report;,

      (e)     to monitor the Partnership's progress towards its goals and objectives and to revise and alter its
              direction through management in response to changing circumstances;

      (f)     to take action when performance falls short of goals and objectives or when other special
              circumstances warrant;

      (g)     to review and direct management to establish the necessary processes and procedures to meet the
              Board's expectations regarding timely scheduling of Board and Committee meetings, receipt of
              materials, reports, presentations and other information from management in a timely and efficient
              manner, in order to permit the Board to properly carry out its duties and responsibilities.

      (h)     to verify that the Partnership has implemented adequate internal control and information systems
              which ensure the effective discharge of its responsibilities; and

      (i)     to determine the advisability, from time to time, of implementing a policy, requiring a minimum
              level of ownership by directors in the capital of the Trust.




                                                    A-15.
(E) General

1.     The Board shall also be responsible for:

       (a)      reviewing and assessing this Charter annually and revising it in accordance with the
                recommendations of the Governance Committee;

       (b)      considering the recommendations of the Governance Committee with respect to the charter of
                each of the committees of the Board and revising such charters accordingly, as appropriate; and

       (c)      performing any other activities consistent with this Charter, the Partnership Agreement, the
                Company's Articles and By-Laws and any other governing law and regulation as the Board deems
                necessary or appropriate in order to carry out its mandate.

2.     This Charter shall not be taken to create a level of duty, or increase the liability of the Partnership, the
       Company, the Board, or any of its directors or management, beyond that otherwise provided by applicable
       law and the Partnership Agreement. The systematic identification, management and delegation of the
       business and affairs of the Partnership contained in this Charter are intended to improve the process of the
       Partnership's corporate governance.

COMPOSITION OF THE BOARD

1.     The Board shall be comprised of at least three directors.

2.     A majority of the members of the Board shall be "independent", as affirmatively determined by the Board
       and as required by securities laws and any applicable stock exchange or regulatory requirements.

3.     The Chair of the Board shall be appointed by the Board to oversee the Board carrying out its
       responsibilities effectively.

4.     Each member of the Board shall have such skills and abilities appropriate to his or her appointment as a
       director as shall be determined by the Board.

MEETINGS OF THE BOARD

1.     The Board shall meet at such times and places as designated by the Chair of the Board, at least on a
       quarterly basis, and whenever a meeting is requested by a member of the Board or a senior officer of the
       Company.

2.     Notice of each meeting of the Board shall be given to each member of the Board. Notice of a meeting of
       the Board shall:

       (a)      be in writing (which may be communicated by facsimile or other communication facilities
                including e-mail);

       (b)      state the nature of the business to be transacted at the meeting in reasonable detail;

       (c)      to the extent practicable, be accompanied by copies of documentation to be considered at the
                meeting; and

       (d)      be given at least 7 days preceding the time stipulated for the meeting (or such shorter period of
                time agreed to by all members of the Committee).

3.     A quorum for the transaction of business at a meeting of the Board shall consist of a majority of the
       members of the Board and such quorum of directors may exercise all the powers of the directors.



                                                       A-16.
4.   A member of the Board may participate in a meeting of the Board by means of such telephonic, electronic
     or other communication facilities as permit all persons participating in the meeting to communicate
     adequately with each other. A member of the Board participating in the meeting by any such means is
     deemed to be present at that meeting.

5.   In the absence of the Chair of the Board, the members of the Board, shall choose one of the members
     present at the meeting to be Chair of the meeting and, in the absence of the Secretary of the Company, the
     Board shall choose one of the members of the Board present at the meeting to be the Secretary of the
     meeting.

6.   Minutes shall be kept of all meetings of the Board and shall be signed by the Chairman and Secretary of the
     meeting. The minutes shall be maintained with the Company's records, shall include copies of all
     resolutions passed at each meeting, and shall be available for review by members of the Committee, the
     Board and management.




                                                   A-17.

				
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