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					SHOAL POINT ENERGY LTD.

 Form 2A- Listing Statement

     November 18, 2010




  FORM 2A – LISTING STATEMENT
         November 14, 2008

              Page 1
1.    Table of Contents


1.1   Include a table of contents with the following headings:


      1.     Table of Contents
      2.     Corporate Structure
      3.     General Development of the Business
      4.     Narrative Description of the Business
      5.     Selected Consolidated Financial Information
      6.     Management's Discussion and Analysis
      7.     Market for Securities
      8.     Consolidated Capitalization
      9.     Options to Purchase Securities
      10.    Prior Sales
      11.    Escrowed Securities
      12.    Principal Shareholders
      13.    Directors and Officers
      14.    Capitalization
      15.    Executive Compensation
      16.    Indebtedness of Directors and Executive Officers
      17.    Risk Factors
      18.    Promoters
      19.    Legal Proceedings
      20.    Interest of Management and Others in Material Transactions
      21.    Auditors, Transfer Agents and Registrars
      22.    Material Contracts
      23.    Other Material Facts
      24.    Financial Statements




                              FORM 2A – LISTING STATEMENT
                                        November 14, 2008

                                              Page 2
2.       Corporate Structure

2.1      The registered and head office of Shoal Point (“Allied” or the “Company”) is located
at 133 Avenue Road, 3rd Floor, Toronto, Ontario M5R 1H7.

2.2     The Company was incorporated as Allied Northern Resources Ltd. under the laws of the
Province of Ontario by articles of incorporation dated February 28, 1988. By Articles of
Amendment dated January 8, 2009, the Company changed its name to its current name. By
Articles of Amendment dated November 9, 2010, the Company changed its name to Shoal Point
Energy Ltd.

The Company is a reporting issuer in the province of Ontario.

2.3       The Company’s corporate structure including all active subsidiaries and their respective
jurisdictions of incorporation is as follows:

                                        Shoal Point Energy Inc.
                                                 (Ontario)


                                                           100%

                                       Shoal Point Energy Ltd.
                                                 (Alberta)


2.4   Pursuant to an amalgamation agreement (the “Amalgamation Agreement”) dated
September 22, 2010, between the Company (formerly “Allied Northern Capital Corporation”),
2257054 Ontario Inc., a wholly-owned subsidiary of the Company (“Subco”), and Shoal Point
Energy Inc. (“Shoal Point”), the parties agreed to complete a three-cornered amalgamation (the
“Business Combination”). Pursuant to the Amalgamation Agreement, the Company acquired
Shoal Point through the amalgamation of Subco and Shoal Point. Subco and Shoal Point
amalgamated to form a new corporation (“Amalco”), which is a wholly-owned subsidiary of The
Company. The diagram below illustrates the Business Combination.

                   Shoal Point Energy Inc.
                          (Ontario)


                                      100%

                    2257054 Ontario Inc.                          Shoal Point Energy Ltd.
                        (―Amalco‖)                                    (―Shoal Point‖)
                          (Ontario)                                      (Ontario)



                                 FORM 2A – LISTING STATEMENT
                                             November 14, 2008

                                                  Page 3
         Pursuant to the Business Combination, the Company issued an aggregate of 75,241,303
common shares, 23,161,947 common share purchase warrants, and 4,490 incentive stock options
to former securityholders of Shoal Point, and the business of Shoal Point became the business of
the Company.

2.5       Amalco, the wholly-owned subsidiary of the Company was formed through the
amalgamation of Subco, a wholly-owned subsidiary of the Company that was incorporated
solely for the purpose of the Business Combination.

       The general development of Shoal Point is as follows:

●      Shoal Point was incorporated under the laws of the Province of Alberta on December 22,
       2006.

●      On November 9, 2006, Shoal Point entered into a joint operating agreement with PDI
       Production Inc. (“PDIP”) and Canadian Imperial Venture Corporation (“CIVC”).

●      On December 22, 2006, Shoal Point completed a private placement of 2,666,665
       common shares at a price of $0.001 per common share, and issued 666,664 common
       share purchase warrants, for gross proceeds of $2,666.67

●      Effective December 22, 2006, Shoal Point entered in the 2006 Farmout and Option
       Agreement between Tectonics Inc. and CIVC, pursuant to which Shoal Point could earn a
       28% interest in Exploration License $1070 (the “Green Point Project”).

●      On January 16, 2007, Shoal Point completed a private placement of 4,400,000 special
       warrants (the “First Special Warrants”) at a price of $0.10 per First Special Warrant for
       gross proceeds of $440,000.

●      On January 22, 2007, Shoal Point completed a private placement of 7,100,000 First
       Special Warrants at a price of $0.10 per First Special Warrant for gross proceeds of
       $710,000.

●      On April 5, 2007, Shoal Point completed a private placement of 6,000,000 First Special
       Warrants at a price of $0.10 per First Special Warrant for gross proceeds of $600,000.

●      On April 11, 2007, Shoal Point entered into the 2007 Farmout and Option Agreement
       between Shoal Point and CIVC pursuant to which Shoal Point has the option to earn 20%
       of Garden Hill South by paying 40% of the cost of re-entering the test well and drilling
       such well to contact depth and either completing, capping or abandoning such test well.

●      On May 1, 2007, Shoal Point entered into the Settlement Agreement with PDIP and
       CIVC, pursuant to which Shoal Point granted PDIP the option to participate with Shoal
       Point in the 2007 Farmout and Option Agreement by assuming 25% of Shoal Point’s


                               FORM 2A – LISTING STATEMENT
                                        November 14, 2008

                                             Page 4
    cost, risk, and expenses, and earning 25% of Shoal Point’s entitlement under the 2007
    Farmount and Option Agreement.

●   On May 9, 2007, Shoal Point entered into the 2007 Shoal Point Farmout Agreement
    pursuant to which Shoal Point can earn an additional 28% working interest in the Shoal
    Point Prospect by assuming 42.5% of the total cost, risk and expenses associated with re-
    entering the PCP Shoal Point K-39 test well or drilling a new well to contact depth and
    either completing, capping or abandoning either the PCP Shoal Point K-39 test well or
    the new well. Assuming all Farmout interest are earned, including Shoal Point’s interest
    pursuant to the 2006 Farmout and Option Agreement, the post-earning working interests
    for the Shoal Point Prospect will be: the Corporation – 56%; CIVC – 12% and PDIP –
    32%.

●   On May 9, 2007, the Corporation entered into the 2007 Lourdes Farmout Agreement
    pursuant to which if the Corporation has earned an interest in the Shoal Point Prospect by
    completing its obligations under the 2007 Farmout and Option Agreement, the
    Corporation will have an option to drill a well, on a location of its choice on the lands
    covered by the Lourdes Prospect, to contract depth and either complete, cap or abandon
    such well assuming CIVC’s total cost, risk and expense of the well to earn 70% of
    CIVC’s working interest in the Lourdes Prospect. Assuming all Farmout interests are
    earned, the post-earning working interests of each party in the Lourdes Prospect will be:
    CIVC – 12%; the Corporation 28%; and PDIP – 60%.

●   On May 23, 2007, Shoal Point entered into the Contact Acquisition and Participation
    Agreement with Contact Exploration (Canada) Inc. (“Contact”), whereby Shoal Point
    can earn a 40% interest in the South Stoney Creek Project area.

●   On June 8, 2007, Shoal Point completed a private placement of 3,320,000 special
    warrants (the “Second Special Warrants”) at a price of $0.25 per Second Special
    Warrant, and 4,037,233 “flow-through” common shares at a price of $0.30 per share for
    gross proceeds of $2,041,070.20.

●   On July 30, 2007, Shoal Point completed a private placement of 996,000 special warrants
    (the “Third Special Warrants”) at a price of $0.25 per Third Special Warrant and
    560,001 “flow-through” common shares at a price of $0.30 per share for gross proceeds
    of $417,00.30.

●   On August 8, 2007, Shoal Point completed a private placement of 1,000,000 “flow-
    through” common shares at a price of $0.30 per share for gross proceeds of $300,000.

●   On August 23, 2007, Shoal Point completed a private placement of 40,000 Third Special
    Warrants at a price of $0.25 per Third Special Warrant for gross proceeds of $10,000.

●   On November 17, 2009, Shoal Point issued a total of CDN$2,645,074.55 principal
    amount of convertible debentures, bearing interest at twelve percent (12%) per annum,


                            FORM 2A – LISTING STATEMENT
                                     November 14, 2008

                                          Page 5
       and which are convertible into common shares in the capital of Shoal Point on the basis
       of one (1) Shoal Point Share for each CDN$0.32 (subject to the adjustment provisions in
       the Shoal Point Debentures) principal amount of debentures until maturity;

●      On December 8, 2009, Shoal Point completed a private placement of 371,100 units at
       $0.22 per unit. Each unit was comprised of one common share and one half of one
       common share purchase warrant, with each whole warrant being exercisable for one
       common share at $0.25 for gross proceeds of $81,642.

●      On December 29, 2009, Shoal Point completed a private placement of 148,000 common
       shares at $0.22 per common share, and 200,000 “flow-through” common shares at a price
       of $0.27 per share, for gross proceeds of $86,560.

●      On August 9, 2010, Shoal Point entered into the 2010 Farmout Agreement with CIVC
       and Dragon Lance Management Corporation, pursuant to which CIVC has the option to
       acquire 50% of Shoal Point’s working interest in EL 1070 by assuming 100% of the total
       cost, risk and expenses associated with re-entering the PCP Shoal Point K-39 test well or
       drilling a new well to contact depth and either completing, capping or abandoning either
       the PCP Shoal Point K-39 test well or the new well.

●      On November 9, 2010, Shoal Point completed a private placement of 27,689,048 units at
       $0.22 per unit. Each unit was comprised of one common share and one common share
       purchase warrant, with each whole warrant being exercisable for one common share at
       $0.28 for a period of two years, for gross proceeds of $6,091,590.56.

3.       General Development of the Business

3.1       The Company, through its wholly owned subsidiary Shoal Point Energy Ltd., currently
engaged in oil and gas exploration, development, production, and acquisitions in Canada,
specifically in Atlantic Canada.

Properties

The Company holds indirect interests in two projects through its wholly-owned subsidiary, Shoal
Point Energy Ltd. (“Shoal Point”).

Green Point Project

Shoal Point holds a 61.5% interest in and to Exploration License #1070, located in the Port au
Port area of southwestern Newfoundland. The principal prospect on the license is the oil bearing
shales of the Green Point Formation, estimated to be approximately 137,000 acres, located in
Port au Port Bay to the north of the Port au Port peninsula. Shoal Point is operator on the Green
Point Project.

South Stoney Creek Project


                               FORM 2A – LISTING STATEMENT
                                         November 14, 2008

                                              Page 6
Shoal Point holds a 14% interest in both the shallow and deep rights of the South Stoney Creek
prospect, which is approximately 40,000 acres in New Brunswick on trend with the recent
discoveries at McCully and in the Frederick Brook formation. Shoal Point has the option to
increase its 14% interest to 20%. The South Stoney Creek project area is located in the eastern
part of the Moncton Subbasin, approximately 15 km south of the city of Moncton, New
Brunswick, Canada.

The Muskasenda Project

The Muskasenda Project is located in English Township in the Porcupine Mining District
approximately 45 kilometres south of Timmins, Ontario (the “Property”). It is comprised of three
unpatented claim units covering approximately 480 hectares, and was acquired by staking in the
spring of 2005. The Corporation maintains 100% ownership of the claims, subject to a 1.5% net
smelter return royalty agreement dated October 5, 2005 between the Corporation and Eduard H.
Ludwig, the President and Chief Executive Officer of the Corporation (the “Muskasenda
Royalty”). The Muskasenda Royalty can be acquired by the Corporation at any time for cash
consideration of $1.0 million.

4.       Narrative Description of the Business

4.1      General

The Company is currently engaged in oil and gas exploration, development, production, and
acquisitions in Canada, specifically in Atlantic Canada.

The Company’s principal product is oil and gas. There is a global market into which any oil and
gas produced could be sold and, as a result, the Company will not be dependent on a particular
purchaser with regard to the sale of any oil and gas produced.

A technical report entitled “Petroleum Potential of the Green Point Resource Play, Exploration
License 1070, Offshore West Newfoundland”, dated September 10, 2010, prepared by Tectonics,
Inc. is available on SEDAR at www.sedar.com (the “Technical Report”). The Technical Report
is compliant with National Instrument 51-101, Standards of Disclosure for Oil and Gas
Activities.

The Company will execute a business plan over the next twelve months related to the exploration
and exploitation of petroleum from the Green Point oil-in-shale play in western Newfoundland,
as follows:

Shoal Point 3K39 well

Shoal Point currently holds a 61.75% interest in Exploration License 1070. In November 2010
the 3K39 well is expected to spud. This is the follow up well to the 2K39 well, drilled in 2008,
which led to the discovery and recognition of the Green Point oil-in-shale play. This well is


                               FORM 2A – LISTING STATEMENT
                                        November 14, 2008

                                             Page 7
being fully financed and operated by Dragon Lance Management Corp., who will earn a 50%
interest in the license by paying 100% of the cost of the well, estimated at $4.5 million. An
additional amount up to $2 million will be expended on an abandonment deposit, and additional
technical work in support of a Significant Discovery License application. After Dragon Lance
has drilled the well and earned an interest, Shoal Point will hold a 30.75% interest in EL 1070.

The 3K39 well will be the first well in west Newfoundland engineered and designed to test the
nascent oil-in-shale play. To this end, well planning will include a comprehensive program to
evaluate the Green Point shale, including extensive logging, coring, testing and completion
techniques.

This well is expected to provide the basis for two important events in Q1 to Q2, 2011: (1)
generation of a reserve report, from which a valuation for the company’s shale assets, can be
obtained, and (2) application to the Canada-Newfoundland Offshore Petroleum Board for a
Significant Discovery License (“SDL”), which will protect the commercial lands in perpetuity
and allow a development plan for the resource to be generated.

Early Production

If oil flows upon test at the 3k39 well the company may be able to conduct an extended
production test (over several months) which would allow for oil to be produced from the
borehole, collected, and shipped to market.

Development Plan

After an SDL has been granted, Shoal Point and partners will begin the process of establishing
long-term commercial production. This will commence with additional financing in the range of
$100 million, and the onset of drilling operations to prove up reserves and build production.
Successful, producing wells will rapidly move Shoal Point to a cash-positive position.

Acquisition of other Green Point lands

The company’s regional geological studies indicate that other prospective lands occur regionally
in west Newfoundland offshore and onshore, and the company will endeavour with its partners
to obtain commercial interests in these.

South Stoney Creek, New Brunswick

The company holds interests of 6 – 14% over approximately 40,000 acres containing
Carboniferous shale gas and conventional oil prospects in the South Stoney Creek area of the
Moncton Basin, New Brunswick. These lands are operated by Contact Exploration. The
company is currently carried for 6% on a proposed oil well on a portion of the acreage, which is
expected to be drilled in Q4 2010 or Q1 2011.




                               FORM 2A – LISTING STATEMENT
                                         November 14, 2008

                                              Page 8
Amalgamation

On September 22, 2010, the Company entered into an agreement (the “Amalgamation
Agreement”) between 2257054 Ontario Inc., a wholly-owned subsidiary of the Company
(“Subco”) and Shoal Point Energy Ltd. (“Shoal Point”) providing for a three-cornered
amalgamation (the “Amalgamation”) whereby Subco and Shoal Point amalgamated to form an
amalgamated company (“Amalco”) and continued as one company under the Business
Corporations Act (Alberta). The Company, after giving effect to the Amalgamation, is referred
to as the “Resulting Issuer”.

Pursuant to the Amalgamation Agreement:

        Each one (1) common share of Shoal Point was exchanged for one (1) fully-paid and
         non-assessable common shares of the Resulting Issuer;

        Each one (1) existing option of Shoal Point was continued into/replaced with one (1)
         option of the Resulting Issuer at exercise prices adjusted based on the same exchange
         ratio and otherwise with the same terms and conditions, mutatis mutandis;

        Each one (1) existing warrant of Shoal Point was continued into/replaced with one (1)
         warrant of the Resulting Issuer at exercise prices adjusted based on the same exchange
         ratio and otherwise with the same terms and conditions, mutatis mutandis; and

        Each common share of Subco shall be exchanged for one (1) fully-paid and non-
         assessable common share of Amalco.

Following the Amalgamation, the Resulting Issuer acquired the properties and property interests
currently held by Shoal Point. A summary of Shoal Point’s principal project and property interest
is set forth below.

4.2        The Company has no asset backed securities outstanding.

4.3      For the purposes of the Section 4.3 of the Listing Application, the Summary from the
Technical Report is reproduced below, and the Company incorporates by reference in this
Listing Application the disclosure contained in the Technical Report.

Summary of Opportunity

      1. Recent drilling off Shoal Point, Port au Port Peninsula by Shoal Point Energy Ltd. and
         partners has established a very large potential oil-in-shale play in the Cambro-Ordovician
         Green Point Formation of the Humber Arm Allochthon. Thicknesses penetrated appear to
         be in the range of 500 to 1600 gross meters, which places it among the thickest known



                                  FORM 2A – LISTING STATEMENT
                                           November 14, 2008

                                                Page 9
       shale play sections in North America.

   2. The play demonstrates analogy with North America’s well known productive shale
      basins, and is approximately equivalent stratigraphically to the Utica of Quebec.
      Furthermore, oil-in-shale plays have recently become major foci of development
      programs by major oil companies in North America.

   3. None of the wells to date in the area have been purposely engineered or tested with this
      play in mind, and therefore the play requires an intermediate stage of “proof-of-concept”,
      which would include testing of the formation and the gathering of engineering data to
      enable estimates of productivity and economics.

   4. The play is enclosed by the land of the peninsula and can be entirely developed by land-
      based horizontal drilling.

   5. Natural fracturing related to Taconian, Acadian and Hercynian tectonics have contributed
      to the development of shale reservoir storage and permeability.

   6. No sustained production currently exists out of western Newfoundland, but local
      infrastructure for both oil and gas could be rapidly developed along tidewater and major
      paved highways. An industrial port exists within 50 km of Shoal Point at Stephenville.

Sources of Information:

In preparing this report, Tectonics has reviewed available maps, reports, miscellaneous technical
papers, and seismic data from the permit area and adjacent areas, as well as logs from wells
drilled within the basin. In particular, Tectonics and George S. Langdon have been involved in
recent exploration on the property, particularly the drilling of the Shoal Point et al. 2K39 well
which was abandoned in July 2008. Upon fulfilling its commitment to drill this well, SPE earned
45.5% working interest in an area (informally termed “Area A” by the working interest holders)
within the eastern portion of Exploration License 1070 (“EL 1070”). Subsequently, Shoal Point
Energy Ltd. (“SPE”) gained an additional interest in the license by an interest swap between
“shallow rights” and “deep rights”; at that point SPE held 62.5% of the “shallow rights”, or
rights lying above the carbonate platform. Finally, a third party has farmed in to SPE’s interest in
EL1070, whereby this party can earn 50% of SPE’s (and other interest holder’s) interest by
drilling a well on the property in order to establish a Significant Discovery License. After this
earning well is drilled, SPE will hold a 30.75% working interest in the property.


                                FORM 2A – LISTING STATEMENT
                                          November 14, 2008

                                               Page 10
Statement of Reserves Data:

In accordance with rules stated by APEGGA (Association of Petroleum Engineers, Geologists
and Geophysicists of Alberta) in their memorandum: Practice standard for the evaluation of oil
and gas reserves for public disclosure, and the National Instrument 51-101, Standards of
Disclosure for Oil and Gas Activities, there are no Proved Developed or Proved Undeveloped
Reserves of petroleum on Exploration License 1070. Similarly there are no Probable Additional
Reserves on these lands.


Disclosure Concerning Prospects:
Applying the guidelines of National Instrument 51-101, Section 5.9, there are areas within the
permit block that qualify as prospective for the production of petroleum. This report is focused
solely on the shallow portion of the stratigraphic section (“shallow rights”), as defined in certain
legal documents between the working interest partners in exploration license 1070 described
herein. These shallow rights essentially include the section lying above the top of the ordovician
carbonate platform (figure 3). Spe holds a 61.5% working interest in the “shallow rights”, and no
interest in the “deep rights” (carbonate platform and stratigraphically underlying rocks) in
exploration license 1070.

                                               The first of the wells programmed to drill in to the
                                               green point formation is scheduled for november,
                                               2010.
                                                   (A)       Location and basin:

                                               EL 1070 is located in the anticosti basin of western
                                               Newfoundland and as such lies within the
                                               northeastern extension of the Appalachian orogen,
                                               a large contractional tectonic system that extends
                                               along the eastern flank of North America. The
                                               Appalachian structural trend formed as a multi-
                                               phased system that deformed platformal carbonate
                                               sequences and equivalent deep-water sediments of
                                               cambro-ordovician age, as well as underlying
basement rocks.       Figure 1: Western Newfoundland showing Port
                      au Port Peninsula, major wells and historic
                      petroleum seeps.



                                FORM 2A – LISTING STATEMENT
                                          November 14, 2008

                                              Page 11
   (B)        SPE’s Gross And Net Interest in Property:


SPE earned a 45.5% interest in the eastern portion of EL 1070 by drilling the 2K39 well in 2008.
Subsequently, this interest was increased to 61.5% across the entire license through an agreement
with one of the working interest partners to trade deep rights for an increased percentage of
shallow rights. Currently, therefore, the company holds 254,510 gross and 156,524 net acres in
the license; after the third party has earned by drilling a well, SPE will hold 78,262 net acres,
approximately 55% of which is underlain by the prospective Green Point Formation (Figure 2,
below).




                               FORM 2A – LISTING STATEMENT
                                         November 14, 2008

                                             Page 12
   (C)         Expiry Date:


EL 1070 is in the second term of a nine year license, which will expire on January 15, 2011. In
order for the license, or a portion thereof, to be extended beyond this date, SPE and partners will
have to apply to the Canada-Newfoundland Offshore Petroleum Board for a Significant
Discovery License (SDL) to hold lands shown to be capable of production. SPE and partners are
in the process of preparing this application, which will include data related to production
capacity, collected from a drilling program.


   (D)         Target Zone:


The target zone is fractured shales and minor interbedded “ribbon” dolomitized limestones of the
Cambro-Ordovician Green Point Formation of the Cow Head Group, lying within the Humber
Arm Allochthon of western Newfoundland (Figure 3).
                                                                       Figure 3




                                FORM 2A – LISTING STATEMENT
                                          November 14, 2008

                                              Page 13
   (E)         Nearest Analogous Commercial Production:


Lithologically-equivalent middle Ordovician shales of the Utica Formation have tested both gas
and oil and represent the nearest production from analogous rocks. In 2008, results from drilling
this unit in the St. Lawrence Lowlands of Quebec by Talisman Energy, Forest Oil, and others,
demonstrated commercial scale reserves in this area as well, although commercial production has
not yet been established in Quebec, due largely to current softness in gas markets.


   (F)         Anticipated Product Type:


Based on drilling and RockEval (pyrolysis) data from the 2k39 well, and historical (early 1900’s)
seeps and drilling in the area, the anticipated product from the Green Point in this area is oil.


   (G)         Range of Prospect Sizes:


The Green Point Formation is expected to be uniformly prospective for oil in this area, as, based
on well data, surface geology, geochemistry and seismic data, a large thickness of the formation
appears to lie in the middle of the oil window. The Green Point is considered to be an
“unconventional” or “continuous” play type, and therefore, prospects are not confined to areas
within structural or stratigraphic closures, as is the case in the traditional or conventional
definition of prospects. Therefore, the entire gross area (137,000 acres; Figure 2) of the
distribution of the Green Point Formation on EL 1070 is considered prospective for oil
production.


No statistical or “Monte Carlo” -type resource simulation has been applied to these prospects,
but by analogy with equivalent units in eastern Canada, successful proof of concept wells will
lead to establishment of commercial production.


   (H)         Depth to Target Zone:


Target zones for wells on the geographical feature of Shoal Point lie principally between 800 and
1200 metres drilling depth, also equivalent to depth below sea level. This depth range recorded
live oil staining and fluorescence in both the PCP et al Shoal Point K39 well (1999) and the
2K39 well. The initial wells will focus specifically on this depth range in order to collect core


                                 FORM 2A – LISTING STATEMENT
                                           November 14, 2008

                                               Page 14
and log data that can be used to assess the capability of production and thereby establish proof of
concept. In order to establish the regional extent of the formation, other similar wells may be
drilled from shore around the periphery of Port au Port Bay, and even though less information is
currently available in areas outside Shoal Point, a similar depth range will likely be the focus as
well. The Near -base Green Point time structure can be illustrated to the east of Shoal Point by
the top platform map shown in Figure 4; it demonstrates that the entire interval of the Green
Point is constrained by seismic mapping, and therefore targets can be consistently identified
within this interval.


Figure 4

   Top Table Point approximately equivalent to base Green Point
   structure




   (I)         Estimated well costs:


The total gross expected cost of this program is $4.26 million. This estimate includes drilling,
evaluation and casing costs. SPE’s share of this cost is nil, based on the fact that SPE has farmed
out its entire interest in, and is carried on, this first well.




                                FORM 2A – LISTING STATEMENT
                                          November 14, 2008

                                              Page 15
   (J)         Expected date of Commencement of Drilling Operations:


The Shoal Point 3K39 well is expected to commence on or about November 15, 2010 and will
be drilled to an estimated maximum depth of 1800 metres. The well is expected to take 25 days
to drill, evaluate and complete.


   (K)         Anticipated Product Price:


Oil known to be sourced from the Green Point shale has been produced from two areas on the
Port au Port Peninsula. Around the turn of the last century (ca. 1895-1910) small amounts of
production were established by shallow drilling on the western side of Shoal Point (Figures 1 and
2). This oil was reported as containing low sulphur and having a gravity of 36 degree API. The
other oil was produced from the Port au Port #1 well and has a gravity of 51 degrees API. Based
on the high quality of this oil, it is expected that the product would command a price close to the
WTI benchmark.

   (L)         Marketing and Transport Arrangements:


Initial oil production (e.g., that from production tests on initial wells) is expected to be shipped to
the refinery at Come by Chance on the east coast of Newfoundland. Once substantial production
is established from completed horizontal wells around the periphery of Port au Port Bay, it is
expected that oil will be collected from batteries set up near the drilling pads from which
multiple horizontal wells were drilled. Oil will be collected from these batteries initially by truck,
and later by pipeline, and delivered to a trans-shipment facility at Stephenville (Figure 1). Oil
can then be delivered by barge or coastal tanker to refineries in eastern North America.

   (M)         Operator:


Dragon Lance Management Corporation, by virtue of a farmin to SPE and partners, is the
operator of the “Shallow Rights”, which includes the Green Point Formation, on EL 1070.

   (N)         Risks and Probability of Success:


The Green Point Prospect area is interpreted as a unconventional, continous resource
accumulation, and in this respect is similar to other resource plays in middle Ordovician, deep-


                                 FORM 2A – LISTING STATEMENT
                                           November 14, 2008

                                                Page 16
water, organic-rich claystones, such as the Utica Formation in Quebec. As such, these
accumulations do not lend themselves to conventional methods of evaluation of risk and reserve
(e.g., evaluation of independent risk elements such as reservoir, source, trap, seal, as well as
statistical analysis such as Monte Carlo simulation). The working hypothesis for EL 1070
proposes that the Green Point Formation is a naturally-fractured reservoir that is essentially
saturated with hydrocarbons, in this case oil, held mainly as “continous accumulations” in
fracture porosity and in intergranular +/- vuggy porosity in thin-bedded carbonate and siltstone
beds. Based on this model, risk and probablility of success does not derive from exploration risk
in the traditional sense, but rather on the efficiency with which oil can be extracted from the
reservoir by engineering and completion techniques. It is expected that completion techniques
specific to this formation will be developed and will depend on the application of appropriate
drilling, completion and stimulation technology.


This situation is not unusual for “resource”-type, shale-hydrocarbon plays, as these often appear
to have a set of defining geological characteristics related to production that tend to distinguish
them from other basins.

   (O)         Fair Value of Prospects:


Fair Value for the “Shallow Rights” (Green Point Formation) on EL 1070 is not assigned herein.


Permit Description:

EL 1070 is an offshore permit administered and regulated by the Canada-Newfoundland
Offshore Petroleum Board and has been extended into the second, 4-year exploration term by the
drilling of the Shoal Point et al. Shoal Point 2K39 well in 2008. This exploration license will
expire on January 15, 2011, and cannot be further extended by exploration drilling. Therefore,
one of the main purposes of the current drilling program is to establish firm reservoir data
whereby application can be made to the regulator in fall-2010 for a Significant Discovery
License (“SDL”). Under this application process, lands which can be demonstrated to be capable
of production can be held in perpetuity for the purposes of production. SPE and partners plan to
optimize the drilling and evaluation program to allow for maximum protection of productive
lands under the SDL process.




                                FORM 2A – LISTING STATEMENT
                                          November 14, 2008

                                              Page 17
Geology:

Introduction


The Green Point Formation comprises deep-water, carbonate and clastic units deposited off-shelf
and eastward of carbonate platform units (Port au Port and St. George Groups; Figure 3) during
middle Cambrian to middle Ordovician times in the Anticosti Basin of western Newfoundland,
which at the time lay along the eastern margin of the Laurentian continent. These rocks were
emplaced above their stratigraphic equivalents, the platform rocks, by westward, thin-skinned
obduction initially during the middle Ordovician Taconic Orogeny, and were also affected later
by thick-skinned deformation of the Devonian Acadian Orogeny. Figure 5 is a geoseismic profile
across Port au Port Bay illustrating the Humber Arm Allochthon, containing the Green Point
Formation, lying within a west-dipping triangle zone, and underlying platformal rocks.




The Shoal Point Energy et al. Shoal Point 2k39 well was spudded on March 5, 2008, and was
drilled to a total measured depth of 3629 metres (true vertical depth 2548 metres). The well has
been plugged and abandoned, but with an option of drilling out plugs and re-entry for further
evaluation. Within the primary target platform carbonates of the Ordovician St. George Group,
no commercial hydrocarbons were found. Hydrocarbons were found in the Green Point
Formation, as described below.


Exploration Program for the Green Point Formation, Port au Port Bay, Exploration License
1070




                               FORM 2A – LISTING STATEMENT
                                        November 14, 2008

                                            Page 18
Petroleum Potential of the Green Point Formation


Recent exploration in Port au Port Bay by Shoal Point Energy Ltd. and partners has established
the presence of a rich source rock/unconventional reservoir unit within the subsurface Cambro-
Ordovician Green Point Formation of the Humber Arm Allochthon.


The Green Point Formation occurs over several hundred kilometres of strike, within the Humber
Arm Allochthon of western Newfoundland. The unit outcrops around the periphery of Port au
Port Bay (EL 1070), where at West Bay, approximately 10 km southwest of the 2K39 well, the
Green Point Formation comprises mainly a series of black shales and rhythmically-bedded,
“ribbon” limestones and dolomites, with minor siltstones. Martin Fowler et al. (1995: Bulletin
Canadian Petroleum Geology) collected four rock samples from this area for geochemical
analysis. Three of the samples were the well-known excellent black shale source rocks, while the
fourth “is from an organic-lean carbonate interval between black shales, obviously bitumen-
stained by hydrocarbons migrating from adjacent organic-rich units”. These samples show total
organic contents of 1 to 10%, hydrocarbon indices of 300 to 800, and Tmax averaging 440,
indicating that at this locality these rocks lie within the oil generating window.


At Shoal Point, several shallow boreholes drilled around the year 1900 produced oil, at one point
up to 24 BOPD, from within approximately 200 metres of the surface. One of two deeper wells
drilled in 1965, Golden Eagle Shoal Point #2, located about a kilometre south of the current 2k39
location (Figure 2), drilled to a depth of 712 metres, and had oil shows in ribbon limestones,
interpreted as Green Point, throughout. Several short cores taken near the bottom of the hole
provide direct evidence of live oil. For example, 698.3 – 699.9 metres’ is described as
“limestone....fair vuggy porosity including poor to fair intercrystalline porosity, very heavily oil-
stained with vugs containing a smearing of free, light gravity oil; 703.8 – 705.3 metres:
limestone...poor porosity in places, fractured, fair to good oil staining...”.


Live oil and bitumen seeps have been recorded within these rocks in and around Shoal Point and
at several localities within Humber Arm Allochthon rocks in the region (Figure 1).


The Green Point Formation in Shoal Point 2k39


While drilling the intermediate section of the 2k39 well, between a measured depth of 1070


                                 FORM 2A – LISTING STATEMENT
                                          November 14, 2008

                                               Page 19
metres to approximately 1600 metres (754 metres to 1126 metres TVD), the borehole penetrated
hydrocarbon-bearing rocks interpreted to correlate to the Green Point Formation. Excellent gas
readings generally above 200 units (2%) were recorded on the gas log across an 85 metre
stratigraphic interval.    Over part of this interval, oil staining, fluorescence, and gas
chromatographs showing a composition of C1’s to C5’s gave an early indication the hydrocarbon
phase was oil. This interval was drilled with a highly deviated borehole, and therefore, it can be
argued, replicated conditions of horizontal drilling. Furthermore, the fact that this section was
drilled rapidly not only may indicate porosity, but suggest that these rocks are suited to
horizontal drilling and development.


Figure 6, below, summarizes the geology and results of the two modern wells drilled to date at
Shoal Point.




                                FORM 2A – LISTING STATEMENT
                                         November 14, 2008

                                             Page 20
The Green Point Formation was logged through intermediate casing, and recorded good quality
gamma, neutron and resistivity logs which were analyzed by Al Lye and Associates of Calgary,
Alberta. They used a technique which combined the in-casing neutron, sonic and gamma logs to
provide a graphic display of potential gas pay in the rocks. Based on this analysis, the Green
Point Formation shows a 55% net-to-gross pay ratio over a 735 metre interval within the well,
which equated to approximately 280 (true thickness) metres of potential pay. It appears from this
work that the potential pay is contained in the shale component, which constitutes the majority of
the formation.


The petrophysical method described above was used to select samples for analysis by RockEval
pyrolysis. Results show that the entire section selected by the petrophysical method is a
hydrocarbon source rock lying squarely in the middle of the oil window. In the context of the
current resource play analysis, this means that such petrophysical methods are capable of
identifying potential pay in the oil-bearing shale resource.


Green Point Formation in PCP Shoal Point K39 (drilled in 1999)


This well was drilled in an era before shales and source rocks were recognized as having
commercial potential, and the design of the borehole was not optimum for the recognition of the
Green Point Play. Prior to the drilling of 2K39, cuttings from the K39 well had been analyzed by
RockEval pyrolysis and show excellent hydrocarbon source rock characteristics over a section
starting at 530 metres MD to 2170 meters MD, which corresponds to a vertical section of 530
metres to 1869 metres. This initial analysis attributed these high RockEval results to
contamination from “oil-based mud”, but it now appears, with the evaluation of RockEval data
from the 2K39 well, that original data from the K39 well was accurate and valid. Gas shows and
oil shows (typically slow blooming cut fluorescence) occur effectively from the surface in this
well. This data, in combination with the known shallow historical production from close to the
surface on Shoal Point, suggest that the potentially productive section tested by the K39 well
may have a gross vertical thickness up to 1600 metres, although reverse faulting may account for
part of the extraordinary thickness in this well.


Exploration and Development Program


Stage I


                                 FORM 2A – LISTING STATEMENT
                                           November 14, 2008

                                               Page 21
A two-stage program is planned to bring the Green Point shale resource play to commercial
development. In Stage I, which may be considered the exploration/appraisal stage, a well will be
drilled at Shoal Point proper to determine stratigraphy and reservoir parameters, and thus
establish proof of concept in a cost effective manner. A comprehensive evaluation program will
be enacted, including specialized logging, testing and rock analysis specific to the establishment
of parameters for a resource play. These data will be input into two main documents: (1) an
application for a Significant Discovery License, as discussed above, and (2) a reserve estimate to
aid in commercial evaluation of the company and its assets. The initial well will be followed by
several other evaluation wells at strategic points around the bay to further constrain the resource
base and prepare for commercial development.


Stage II


If the initial wells are successful in demonstrating production capability, the second stage of the
program will involve drilling horizontal wells into the zones of highest productive capacity to
establish commercial production. This, the development stage of the program, will follow upon
successful award of a Significant Discovery License by the regulator, a process which must be
substantially completed by year-end 2010. Data from initial wells including core, log and
geochemical data will be utilized to build a reservoir model. The key output of this model will be
an understanding of the nature of the deformation and fracturing within the Humber Arm
Allochthon/Green Point and how this knowledge can be used to optimize production. For
example, zones of oil staining, fluorescence and highest gas readings within 2K39 may be related
to lithology within these zones which has reacted to high strain with a higher degree of
fracturing. Therefore, such zones, along with having significant primary porosity in thin
dolomitic beds, may also have highly developed fracture porosity and permeability. These zones
would be expected to be prime candidates for horizontal drilling and would be established and
projected by detailed data collection from the pilot holes.


Stage II wells are expected to be designed as 1500 – 3000 metre horizontals from central and
strategically situated pads around the periphery of Port au Port Bay. Cost of such wells are
projected at $3 – 5 million and will be the subject of future financings and/or joint venture
arrangements.




                                FORM 2A – LISTING STATEMENT
                                          November 14, 2008

                                              Page 22
5.         Selected Consolidated Financial Information

5.1      Annual Information

         The information below should be read in conjunction with the management’s discussion
         and analysis, the audited consolidated financial statements and related notes and other
         financial information, all of which are available on the Internet at www.sedar.com. The
         following is for the years ended:

                                                                             Jan 31,       Jan 31,        Jan 31,
                                                                              2010          2009           2008
                                                                                $             $              $
Total Revenues                                                                    8,993      139,172        99,572

Net Income (loss) for the year:
    Total                                                                    $(167,244)      $37,660       $16,183
    Per share basis                                                             $(0.03)        $0.01         $0.01
    Diluted – per share basis                                                   $(0.03)        $0.01         $0.01

Total Assets                                                                  $391,847       $37,543      $343,313

Total long term financial liabilities                                               Nil             Nil        Nil


5.2        Quarterly Information

           Summary of quarterly results

               Quarter Ended               Total            Net Income          Basic and diluted
                                          Revenues            (Loss)            Income (loss) per
                                                                                      share
               Jul-10                        $4,680             $(119,534)           $(0.01)
               Apr-10                        $2,642              $(20,262)           $(0.01)
               Jan-10                        $2,125              $(7,068)            $(0.00)
               Oct-09                        $2,160              $(56,400)           $(0.01)
               Jul-09                        $2,536              $(90,870)           $(0.01)
               Apr-09                          $-                $(12,906)           $(0.01)
               Jan-09                      $115,548               $90,018             $0.02
               Oct-08                        $2,760              $(31,903)            $0.00
               Jul-08                       $21,534              $(8,521)             $0.00




                                        FORM 2A – LISTING STATEMENT
                                                November 14, 2008

                                                      Page 23
5.3       There are no restrictions on the Company’s ability to pay dividends on the Common
          Shares other than the Company’s financial position. The Company has neither declared
          nor paid any dividends on its Common Shares. The Company intends to retain its
          earnings, if any, to finance growth and expand its operations and does not anticipate
          paying any dividends on its Common Shares in the foreseeable future. The payment of
          dividends in the future will depend on the earnings and financial condition of the
          Company and such other factors as the board of directors of the Company may consider
          appropriate.

5.4       The Company prepares its financial statements in accordance with Canadian generally
          accepted accounting principles.

6.     Management's Discussion and Analysis

The following Management’s discussion and analysis (MD&A) is current to April 30, 2010 and
is management’s assessment of the operations and the financial results together with future
prospects of the Company. This MD&A should be read in conjunction with the Company’s
audited financial statements and related notes for the period ended April 30, 2010, prepared in
accordance with Canadian generally accepted accounting principles.

General

The Company was incorporated as Allied Northern Resources Ltd. under the laws of the
Province of Ontario by articles of incorporation dated February 28, 1988. By Articles of
Amendment dated January 8, 2009, the Company changed its name from Allied Northern
Resources Ltd. to Allied Northern Capital Corporation. By Articles of Amendment dated
November 9, 2010, the Company changed its name to Shoal Point Energy Ltd.

The Company was an exploration company engaged in joint exploration programs on petroleum
prospects in Central Alberta. On December 29, 2008, the Company restructured and
discontinued its oil and gas operations and its investment activities. In the course of
restructuring, the Company disposed of the oil and gas interests and the marketable securities
that had generated substantially all of its revenues.

Substantially all revenues and expenses reported on the Statements of Operations and Deficit for
the year ended January 31, 2009 relate to the discontinued operations.

On April 30, 2009, the Company acquired Auto Repair Canada Corporation (“ARC”) by paying
$250,000 cash and issuing 666,667 common shares of the Company to Evans Ford Lincoln, for
100% interest of the ARC. ARC engages in the auto repair loan business.

On November 9, 2010, the Company restructured and discontinued its auto repair loan
operations. In the course of restructuring, the Company disposed of ARC.

On November 9, 2010, the Company completed a business combination with Shoal Point Energy


                               FORM 2A – LISTING STATEMENT
                                        November 14, 2008

                                            Page 24
Ltd. (“Shoal Point”), an oil and gas resource company, by way of a three-cornered
amalgamation (the “Amalgamation”), wherein a wholly-owned subsidiary of the Company
amalgamated with Shoal Point and continued as a wholly-owned subsidiary under the provisions
of the Ontario Business Corporations Act.

Pursuant to the terms of an amalgamation agreement dated September 23, 2010, in order to
acquire a 100% interest in Shoal Point, Allied issued 106,920,160 common shares (“Allied
Shares”) to the holders of the common shares of Shoal Point, and issued up to 11,900,000
options, up to 49,288,647 warrants, up to 7,473,738 brokers warrants (each consisting of one
common share and one-half of a common share purchase warrant) and $3,645,074.55 principal
amount of convertible debentures to acquire Allied Shares for each option, warrant, broker
warrant or convertible debenture of Shoal Point outstanding, as the case may be, not exercised
prior to closing of the Amalgamation.

The unaudited interim financial statements have been prepared on a going concern basis. If the
going concern assumption is not appropriate then material adjustments may be necessary in the
carrying amount and/or classification of assets and liabilities in these unaudited interim financial
statements.

Results of Operations

Going forward, the Company’s initial activities will be carrying out the exploration and
development of the Green Point Project.

Related party transactions

During the previous fiscal year, the Company made two loans to Trade 360 Corporation, a
private investment company owned by certain shareholders of the Company. One loan was for
$160,000, which bears interest at an annual rate of 6%, payable monthly in advance and is
secured by a general agreement against all of the assets and an undertakings of the company.
The loan was payable on June 30, 2010 together with accrued interest. The second loan was for
$100,000 with 6% annual interest and payable on or before December 31, 2010. At July 31,
2010, the aggregate balance of the two loans was $257,615 (January 31, 2010 - $261,946).

During the previous fiscal year the Company loaned $34,900 to Ontario Stone Depot Inc., a
private company owned by certain shareholders of the Company. The loan does not bear any
interest and is due on demand. As at July 31, 2010, the outstanding balance of the loan was NIL
(January 31, 2010 - $34,900).

As at July 31, 2010, the Company had a loan balance of $25,476 (January 31, 2010 - $61,522)
due to a private company controlled by certain shareholders of the Company.

At July 31, 2010, the Company had a payable amount of $11,096 (January 30, 2010 - $10,366)
due to Big M Car and Truck Leasing Inc., a private company owned by certain shareholders of
the Company.


                                FORM 2A – LISTING STATEMENT
                                          November 14, 2008

                                              Page 25
Included in accounts payable is an accrual for management fees for $90,000 to be invoiced to the
Company by another private Company controlled by certain shareholders of the Company.

The transactions arose in the normal source of business and are measured at the exchange value,
the amount being established and agreed to by the related parties.

Liquidity and Capital Resources

The Company has a small cash balance and other current assets to continue to operate during the
current year. However ongoing administrative expenses will ultimately exhaust the resources of
the Company. Accordingly the Company may require the support of management to continue
operations. The Company has endeavored to reduce the ongoing administrative costs, however
increased professional and filing fees are expected to erode much of these savings.

Going forward, the Company will be an oil and gas exploration and development company with
no producing resource properties, and consequently, does not generate operating income or cash
flow. To date the Company has relied primarily upon the sale of Common Shares to provide
working capital for exploration activities and to fund the administration of the Company. Since
the Company does not expect to generate any revenues in the near future, it will continue to rely
primarily upon sale of Common Shares to raise capital. There can be no assurance that financing
will be available to the Company when required. See “Risk Factors”.

Management of the Company believes that its current working capital will be sufficient to meet
its anticipated exploration needs on its Property and administrative costs for the next twelve (12)
months. Thereafter, the Company may require additional funds to support its working capital
requirements or for other purposes and may seek to raise additional funds through public or
private equity funding, bank debt financing or from other sources. There can be no assurances
that this capital will be available in amounts or on terms acceptable to the Company, or at all.

Although the Company has no set policy, management of the Company may use financial
instruments to reduce corporate risk in certain situations. The Company presently has no hedges
or other financial instruments in place.

Contractual Obligations

None

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Financial Instruments



                                FORM 2A – LISTING STATEMENT
                                          November 14, 2008

                                              Page 26
The Company’s financial instruments consist of cash, amounts receivable and accounts payable
and accrued liabilities. It is management’s opinion that the Company is not exposed to
significant interest, currency or credit risks arising from the financial instruments and that the
fair value of these instruments approximates their carrying values due to their short-term nature
and floating interest rates.

Changes in Accounting Policies

There were no changes in the accounting policies for the period ended October 31, 2009.

Principles of consolidation

On April 30, 2009 the Company entered into the Share Purchase Agreement with Evans         Ford
Lincoln Inc. to acquire all 100 common shares in the Capital of Auto Repairs Can Corporation
from Evans Ford Lincoln Inc., a company owned by the majority shareholders, directors and
officers of the Company for the total purchase price of $500,000. In partial satisfaction of the
purchase price, the Company issued to Evans Ford Lincoln Inc. 666,667 common shares of the
Company, which the transaction was deemed to have a fair value of $250,000, the remaining
portion of the purchase price was paid by cash in a form of a cheque.

The consolidated financial statements include the accounts of the Company and Auto Repairs
Can Corporation. All material intercompany transactions have been eliminated.

The more significant accounting policies are as follows:

(a)    Capital disclosures

       On February 1, 2008, the Company adopted CICA Handbook Section 1535, “Capital
Disclosures”. Section 1535 specifies the disclosure of (i) an entity’s objectives, policies and
processes for managing capital; (ii) quantitative data about what the entity regards as capital; (iii)
whether the entity has complied with any capital requirements; and (iv) if is has not complied,
the consequences of such non-compliance.              The Company has included disclosures
recommended by the new Handbook section in Note 4 to these financial statements.

(b)    Financial instruments – disclosures and financial instruments – presentation

        On February 1, 2008, the Company adopted CICA Handbook Section 3862, “Financial
Instruments – Disclosures” along with Section 3863, “Financial Instruments – Presentation”.
These new sections replace Handbook Section 3861, “Financial Instruments – Disclosure and
Presentation”, revising and enhancing its disclosure requirements, and carrying forward
unchanged its presentation requirements. These new sections place increased emphasis on
disclosures about the nature and extent of risks arising from financial instruments and how the
entity manages those risks.

(c)    Financial instruments – recognition and measurement


                                 FORM 2A – LISTING STATEMENT
                                           November 14, 2008

                                               Page 27
        On June 1, 2007, the Emerging Issues Committee of the CICA issued Abstract No. 166,
Accounting Policy Choice for Transaction Costs (EIC-166). This EIC addresses the accounting
policy choice of expensing or adding transaction costs related to the acquisition of financial
assets and financial liabilities that are classified as other than held-for-trading. Specifically, it
requires that the same accounting policy choice be applied to all similar financial instruments
classified as other than held-for-trading, but permits a different policy choice for financial
instruments that are not similar. The Company has adopted EIC-166 effective January 31, 2008,
which requires retroactive application to all transaction costs accounted for in accordance with
CICA Handbook Section 3855, “Financial Instruments – Recognition and Measurement”. The
Company has evaluated the impact of EIC-166 and determined that no adjustments are currently
required.

(d)    Cash and cash equivalents

          Cash and cash equivalents include cash on hand and all highly liquid investments that
are readily convertible into cash with maturity dates not to exceed 90 days from the date of
issuance. Cash and cash equivalents are comprised of cash on hand, cash at banks, and cash held
in trust.

(e)    Computer equipment and software

Computer equipment and software are recorded at cost. Amortization is calculated using the
30% declining balance.

(f)    Income taxes

The Company follws the asset and liability method of accounting for income taxes. Under this
method, income taxes are recognized for the future income tax consequences attributed to
differences between the financial statement carrying values and their respective income tax basis
(temporary differences). Future income tax assets and liabilities are measured using
substantially enacted income tax rates expected to apply to taxable income in the years in which
temporary differences are expected to be recovered or settled. The effect on future income tax
assets and liabilities of a change in tax rates is included in income in the period that included the
enactment date. Future income tax assets are evaluated and if realization is not considered “more
likely than not”, a valuation allowance is provided.

(g)    Stock based compensation

Section 3870 of the CICA Handbook requires the use of the fair value method for valuing stock
options and grants. Under this method, compensation costs attributable to all stock options
granted is measured at fair value at the grant date and expensed over the vesting period with a
corresponding increase to contributed surplus. Upon the exercise of the stock options,
consideration received with the amount previously recognized in contributed surplus is recorded
as an increase to share capital.


                                 FORM 2A – LISTING STATEMENT
                                          November 14, 2008

                                               Page 28
(h)    Earnings per share

Basic earnings per common share amounts are computed by dividing earnings from operations
by the weighted average number of common shares outstanding for the period. Diluted per share
amounts reflect the potential dilution that could occur if securities or other contracts to issue
common shares were exercised or converted to common shares. The treasury stock method is
used to determine the dilutive effect of stock options and other dilutive instruments.

(i)    Financial instruments and comprehensive income (loss)

Under Section 3251, “Equity”, Section 3855, “Financial Instruments – Recognition and
Measurement” and Section 3862, “Financial Instruments – Disclosures” and 3863, “Financial
Instruments – Disclosure and Presentation”, all financial instruments are classified into one of
the following five categories: held-for-trading, held-to-maturity investments, loans and
receivables, available-for-sale assets or other financial liabilities. All financial instruments,
including derivatives, are included on the balance sheet and are measured at fair market value
upon inception with the exception of certain related party transactions. Subsequent measurement
and recognition of change in the fair value of financial instruments depends on their initial
classification. Held-for-trading financial investments are measured at fair value and all gains and
losses are measured at fair value with revaluation gains and losses included in other
comprehensive income until the asset is removed from the balance sheet. Loans and receivables,
held to maturity investments and other financial liabilities are measured at amortized cost using
the effective interest method. Gains and losses upon inception, de-recognition, impairment
write-downs and foreign exchange translation adjustments are recognized immediately.
Transaction costs related to financial instruments will be expensed in the period incurred.

The Company has designated its cash as held-for-trading. Amounts receivable are classified as
loans and receivables, which are measured at amortized cost. The accounts payable and accrued
liabilities are classified as other financial liabilities, which are measured at amortized cost.

(j)    Going concern disclosures

         The CICA has amended Section 1400, “General Standard of Financial Statement
Presentation” to include requirements to assess and disclose the Company’s ability to continue as
a going concern. The Company adopted this amended section on February 1, 2008. The adoption
of this section is not expected to have an impact on the Company’s financial statements.

(k)    International financial reporting standards (―IFRS‖)

        In January 2006, the CICA's Accounting Standards Board (“AcSB”) formally adopted the
strategy of replacing Canadian GAAP with IFRS for Canadian enterprises with public
accountability. The current conversion timetable calls for financial reporting under IFRS for
accounting periods commencing on or after January 1, 2011. IFRS will be required for the
Company's consolidated financial statements beginning on February 1, 2011. The Company has


                                FORM 2A – LISTING STATEMENT
                                          November 14, 2008

                                              Page 29
not yet assessed the impact of adopting this standard on its consolidated financial statements.

Controls and Procedures

The Chief Executive Officer and the Chief Financial Officer have evaluated the Company’s
disclosure controls and disclosures and concluded such controls and procedures are effective.

IFRS Implementation Plan

On February 13, 2008, the Accounting Standards Board confirmed that the transition date to
International Financial Reporting Standards (“IFRS”) from Canadian GAAP will be January 1,
2011 for publicly accountable enterprises. Therefore the Company will be required to report its
results in accordance with IFRS starting in 2011, with comparative IFRS information for the
2010 fiscal year.

The Company has commenced the development of an IFRS implementation plan to prepare for
this transition, and is in the process of analyzing the key areas where changes to current
accounting policies may be required. While an analysis will be required for all accounting
policies, the initial key areas of assessment will include:

      Revenue recognition from auto repair loans;
      Provisions, including asset retirement obligations;
      Accounting for income taxes; and
      First-time adoption of Internal Financial Reporting Standards (IFRS 1).

As the analysis of each of the key areas progresses, other elements of the Company’s IFRS
implementation plan will also be addressed, including: the implication of changes to accounting
policies and processes; financial statement note disclosures on information technology; internal
controls; contractual arrangements; and employee training. The table below summarizes the
expected timing of activities related to the Company’s transition to IFRS.

Initial analysis of key areas for which changes                      In progress
to accounting policies may be required
Detailed analysis of all relevant IFRS
requirements and identification of areas
requiring accounting policy changes or those                   Throughout fiscal 2011
with accounting policy alternatives
Assessment of first-time adoption (IFRS 1)                     Throughout fiscal 2011
requirements and alternatives
Final determination of changes to accounting
policies and choices to be made with respect to      Q2 (July 31, 2010) – Q4 (January 31, 2011)
first-time adoption alternatives
Resolution of the accounting policy change
implications on information technology,              Q2 (July 31, 2010) – Q4 (January 31, 2011)


                                FORM 2A – LISTING STATEMENT
                                          November 14, 2008

                                              Page 30
internal controls and contractual arrangements
Management and employee education and                                    Throughout the transition process
training
Quantification of the Financial Statement                                     Throughout fiscal 2011
impact of changes in accounting policies

7.         Market for Securities

7.1           There is currently no market through which the Company’s securities may be traded.


8.            Consolidated Capitalization

                                            Amount Authorized               Outstanding as at          Outstanding as at
                                                                            January 31, 2010             July 31, 2010
                                                                               (audited)                 (unaudited)

     Voting or equity securities issued           Unlimited                     7,225,268                  7,705,268
             and outstanding
             Common Shares
         Securities convertible or          10% of the issued and                  Nil                        Nil
     exercisable into voting or equity      outstanding common
                  shares                  shares in the capital of the
                                                   Company


9.            Options to Purchase Securities

9.1    The Company has the following outstanding options granted to officers, directors and
consultants of the Company:

                     Name                       Number             Expiry Date(s)               Exercise Price
                George Langdon                 1,850,000         October 29, 30, 2015               $0.25
                  John Wright                  1,600,000          October 29, 2012                  $0.25
                Gerard Edwards                 1,200,000          October 29, 2012                  $0.25
                   Ian Ollers                    800,000          October 29, 2011                  $0.25
                 Alex Falconer                 1,050,000          October 29, 2015                  $0.25
                  Mark Cooper                    800,000          October 29, 2011                  $0.25
           Revelstone Investments Inc.            75,000          October 29, 2015                  $0.25
                 William Smith                   125,000          October 29, 2011                  $0.25
                   Jenny Lee                      75,000          October 29, 2015                  $0.25
                Jock McCraken                    200,000          October 29, 2015                  $0.25
                   Dan Jarvie                    200,000          October 29, 2015                  $0.25



                                          FORM 2A – LISTING STATEMENT
                                                    November 14, 2008

                                                          Page 31
                B. Murray            1,000,000          October 29, 2015         $0.25
               D. Sheldon            1,000,000          October 29, 2015         $0.25
              Norman D.K             1,000,000          October 29, 2015         $0.25
               John Clarke             250,000          October 29, 2015         $0.25
             Howard Hanick             250,000          October 29, 2015         $0.25
              Roger Bethell            150,000          October 29, 2015         $0.25
               Chris Irwin             150,000          October 29, 2015         $0.25
              Gary Anstey              200,000          October 29, 2015         $0.25
                          TOTAL:    11,975,000

10.      Prior Sales

The Company is authorized to issue an unlimited number of common shares (“Common
Shares”) and 500,000 special shares (the “Special Shares”). As at the date hereof the Company
has 114,625,428 Common Shares issued and outstanding as fully paid and non-assessable, and
no Special Shares.

The Common Shares have the following attributes and characteristics:

       (a)    Voting. The holders of common shares shall be entitled to vote at all meetings of
              the shareholders.

       (b)    Rights Upon Dissolution. To receive the remaining property of the Company
              upon its dissolution.

The Special Shares have the following attributes and characteristics:

       (a)     Redeemable, voting, non-participating shares without par-value;

       (b)     No dividends at any time shall be declared, set aside or paid on the Special
               Shares;

       (c)     In the event of the Liquidation, dissolution or winding up of the Company or
               other distribution of assets or property of the Corporation among shareholders for
               the purpose of winding up its affairs, the holders of the Special Shares shall be
               entitled to receive from the assets and property of the Company a sum equivalent
               to the amount paid for the Special Shares held by them respectively before any
               amount shall be paid or any property or assets of the Company distributed to the
               holders of any common shares or shares of any other class ranking junior to the
               Special Shares of the amount so payable to themas above provided they shall not
               be entitled to share in any further distribution of the assets or property of the
               Company;




                                FORM 2A – LISTING STATEMENT
                                         November 14, 2008

                                              Page 32
(d)   The Special Shares shall be issued only for cash and may, if authorized by the
      directors of the Company, be accompanied by warrants to purchase Common
      Shares (“Warrants”) on the basis of one Warrant for each Special Share;

(e)   In the event that Warrants are exercised, the Special Shares which such Warrants
      accompanied shall be redeemed in accordance with (h), below;

(f)   The Special Shares shall be redeemable in accordance with (g), below, upon
      notice by the Company as provided in (h), below, on payment for each share to be
      redeemed of the par value thereof;

(g)   Subject to (e), above, the Company may not redeem the Special Shares or any of
      them prior to the expiration of five (5) years from the respective dates of issuance
      thereof, without the prior consent of the holders of the Special Shares to be
      redeemed;

(h)   In the case of redemption of Special Shares, the Company shall, at least thirty (3)
      days before the date specified for redemption, mail to each person who at the date
      of mailing is a registered holder of Special Shares to be redeemed, a notice in
      writing of the intention of the Company to redeem such Preference Shares. Such
      notice shall be mailed by letter, postage prepaid, addressed to each such
      shareholder at his address as it appears on the records of the Company or in the
      event of the address of any such shareholder not so appearing, then to the last
      known address of such shareholder; provided, however, that accidental failure to
      give such notice to one (1) or more of such shareholders shall not affect the
      validity of such redemption. Such notice shall set out the redemption price and
      the date on which redemption is to take place (the “Redemption Date”) and if
      part only of the shares held by the person to whom it is addressed is to be
      redeemed, the number thereof so to be redeemed. On or after the Redemption
      Date, the Company shall pay or cause to be paid to or to the order of the
      registered holders of the Special Shares to be redeemed, the redemption price
      thereof on presentation and surrender at the head office of the Company or any
      other place designated in such notice of the certificates representing the Special
      Shares called for redemption. If a part only of the shares represented by any
      certificate be redeemed, a new certificate for the balance shall be issued at the
      expense of the Company. From and after the Redemption Date, the holders
      thereof shall not be entitled to exercise any of the rights of shareholders in respect
      thereof unless payment of the redemption price shall not be made upon
      presentation of certificates in accordance with the foregoing provisions, in which
      case the rights of the shareholders shall remain unaffected. The Company shall
      have the right at any time after mailing of the notice of its intention to redeem any
      Special Shares to deposit the redemption price of the shares so called for
      redemption or of such of the said shares represented by certificates as have not at
      the date of such deposit been surrendered by the holders thereof in connection
      with such redemption to a special account in any chartered bank or any trust


                       FORM 2A – LISTING STATEMENT
                                 November 14, 2008

                                     Page 33
                company in Canada, named in such notice, to be paid without interest to or to the
                order of the respective holders of such Special Shares called for redemption upon
                presentation and surrender to such bank or trust company of the certificates
                representing the same, and upon such deposit being made or upon the Redemption
                Date, whichever is later, the Special Shares in respect whereof such shall have
                been made shall be redeemed and the rights of the holders thereof after such
                deposit or such Redemption Date, as the case may be, shall be limited to receiving
                without interest their proportionate part of the total redemption price so deposited
                against presentation and surrender of the said certificates held by them
                respectively;

       (i)      The Company may at any time or times purchase for cancellation all or any part
                of the Special Shares outstanding from time to time from the holders thereof, with
                the consent of the holders thereof;

       (j)      The holders of the Special Shares shall be entitled to receive notice of and attend
                all meetings of the shareholders of the Company and shall have one (1) vote for
                each Special Share held at meetings of the shareholders of the Company;

       (k)      The number of Special Shares issuable by the Company at any time shall be
                limited such that at no time shall more than 500,000 Special Shares be issued and
                outstanding.

The following table sets out detail regarding the prior sales of Common Shares in the last 12
months:

                                          Aggregate
                                          Number of
  Date of Issuance     Description of     Securities                         Price per    Total Gross
      or Sale           Transaction         Issued        Type of Security   Security    Consideration
  October 17, 2009    Private Placement    426,667        Common Shares       $0.375       $160,000
 November 12, 2009    Private Placement     53,333        Common Shares       $0.375        $20,000
 December 23, 2009    Private Placement    266,667        Common Shares       $0.375       $100,000
  February 17, 2010   Private Placement    480,000        Common Shares       $0.375       $180,000
                         Business                                                         $21,384,032
 November 9, 2010                         106,920,160     Common Shares       $0.200
                        Combination                                                        (deemed)
                                                                                         $1,419,059.63
                                          56,762,385           Warrants       $0.025
                                                                                           (deemed)
                                          11,975,000           Options           -             -


11.      Escrowed Securities

11.1   The following securities of the Company are subject to escrow:



                                 FORM 2A – LISTING STATEMENT
                                           November 14, 2008

                                                Page 34
                                  Name                       Number of Securities
                 Brian Murray                                         750,000
                 George Langdon                                       198,001
                 Tectonics Inc.                                       4,910,737
                 Aberdon International Inc.                           2,000,000
                 Donald Sheldon                                       1,710,430
                                              TOTAL:                  9,569,168

12.       Principal Shareholders

12.1      To the knowledge of the directors and officers of the Company, no persons or
corporations beneficially own, directly or indirectly, or exercise control or direction over
securities carrying in excess of 10% of the voting rights attached to any class of outstanding
voting securities of the Company.

13.       Directors and Officers

13.1      The following is a list of the directors and officer of the Resulting Issuer, the
          municipality of residence of each director and executive officer of the Company, their
          respective positions and offices held with the Company and their respective principal
          occupations within the five preceding years.


      NAME AND ADDRESS          POSITION(S) HELD       PRINCIPAL OCCUPATIONS DURING         SECURITIES
                                 WITH COMPANY                 PAST FIVE YEARS              BENEFICIALLY
                                                                                             OWNED,
                                                                                           CONTROLLED
                                                                                           OR DIRECTED
 Howard Hanick               Director                  Waymar Resources Ltd., director;
 36 Chelford Road                                      BlueRush Media Group Corp.,               -
 Toronto ON M3B 2E5                                    Chief Financial Officer

 John Clarke                 Director                  CGX Energy Inc., VP Business
 102 Bertmount Avenue                                  Development; Candax Energy Inc.,          -
 Toronto, ON M4M 2X9                                   director, EVP

 Donald Sheldon              Vice President,           Sayonara Holdings Ltd. – founder,
 2604 Bellevue Ave., West    Director                  president, and director; D.S.         1,710,430
 Vancouver, BC V7V 1E4                                 Management Ltd. – founder,
                                                       president, and director




                                    FORM 2A – LISTING STATEMENT
                                               November 14, 2008

                                                   Page 35
   NAME AND ADDRESS         POSITION(S) HELD      PRINCIPAL OCCUPATIONS DURING            SECURITIES
                             WITH COMPANY                PAST FIVE YEARS                 BENEFICIALLY
                                                                                           OWNED,
                                                                                         CONTROLLED
                                                                                         OR DIRECTED
 Norman Davidson Kelly     Director               Davidson Kelly & Co. Ltd., founder
 Little Boarhunt,                                 and director; Range Energy               2,000,000
 Portsmouth Road,                                 Resources Inc. – director and
 Liphook, Hampshire, UK                           president; Range Oil and Gas Inc. –
 GU30 7EE                                         director and CEO

 George Langdon            President              Shoal Point Energy Ltd. – president;
 1804 – 505 4th Ave. SW,                          Gulf Shores Resources Ltd. –             5,108,738
 Calgary, AB T2P 0J8                              director; Monarch Energy Ltd. –
                                                  director

 Brian Murray              Director, Chief        Murcon Ltd. – director and
 43 Fleming Crescent       Financial Officer      president; Nebu Resources Inc. –         750,000
 Toronto, ON M4G 2B1                              director and president

                                                                            TOTAL:         9,569,168

13.2     State the period or periods during which each director has served as a director
         and when his or her term of office will expire.

         The term of the office of each of the present directors expires at the annual meeting, or
         until a successor is elected or appointed. Currently, the board of directors consists of
         five (5) persons.

13.3     State the number and percentage of securities of each class of voting securities of
         the Issuer or any of its subsidiaries beneficially owned, directly or indirectly, or
         over which control or direction is exercised by all directors and executive officers
         of the Issuer as a group.

         3,486,284 of the voting securities of the Company are held by the directors and
         executive officer of the Company as a group, equalling 4.2% of the total issued and
         outstanding shares of the Company.

13.4     Disclose the board committees of the Issuer and identify the members of each
         committee.

         The Company has an Audit Committee comprised of Howard Hanick, Donald Sheldon,
         and Brian Murray. Currently, Donald Sheldon and Howard Hanick are considered
         “independent” as that term is defined in applicable securities legislation. Also, as
         defined in Multilateral Instrument 52-110, all of the audit committee members are
         “financially literate”.



                                FORM 2A – LISTING STATEMENT
                                           November 14, 2008

                                               Page 36
       The Company has no other board committees.

13.5   If the principal occupation of a director or officer of the Issuer is acting as an
       officer of a person or company other than the Issuer, disclose the fact and state the
       principal business of the person or company.

       The principal business and association of each officer and director is stated in the chart
       in 13.1 above and in 13.10(b) below.

13.6   If a director or officer of the Issuer or a shareholder holding a sufficient number
       of securities of the Issuer to affect materially the control of the Issuer, is, or within
       10 years before the date of the Listing Statement has been, a director or officer of
       any other Issuer that, while that person was acting in that capacity,

       (a)   was the subject of a cease trade or similar order, or an order that denied the
             other Issuer access to any exemptions under Ontario securities law, for a
             period of more than 30 consecutive days, state the fact and describe the basis
             on which the order was made and whether the order is still in effect; or

       Not applicable

       (b)   became bankrupt, made a proposal under any legislation relating to
             bankruptcy or insolvency or was subject to or instituted any proceedings,
             arrangement or compromise with creditors or had a receiver, receiver
             manager or trustee appointed to hold its assets, state the fact.

       Shoal Point Energy Ltd., a wholly-owned subsidiary of the Company, made a proposal
       for the benefit of its creditors (the “Proposal”), filed by Shoal Point under the
       Bankruptcy and Insolvency Act (Canada), for which proposal more than 90% of the
       creditors of the company voted in favor, and which was approved on or about
       November 17, 2009, by the Court of Queen’s Bench of Alberta, in the Judicial District
       of Calgary, and subsequently completed by the Company.

13.7   Describe the penalties or sanctions imposed and the grounds on which they were
       imposed or the terms of the settlement agreement and the circumstances that gave
       rise to the settlement agreement, if a director or officer of the Issuer, or a
       shareholder holding sufficient securities of the Issuer to affect materially the
       control of the Issuer, has

       (a)   been subject to any penalties or sanctions imposed by a court relating to
             Canadian securities legislation or by a Canadian securities regulatory
             authority or has entered into a settlement agreement with a Canadian
             securities regulatory authority; or

       There have been no such penalties or sanctions.


                              FORM 2A – LISTING STATEMENT
                                       November 14, 2008

                                            Page 37
        (b)   been subject to any other penalties or sanctions imposed by a court or
              regulatory body that would be likely to be considered important to a
              reasonable investor making an investment decision.

        There have been no such penalties or sanctions.

13.8    If a director or officer of the Issuer, or a shareholder holding sufficient securities
        of the Issuer to affect materially the control of the Issuer, or a personal holding
        company of any such persons has, within the 10 years before the date of the
        Listing Statement, become bankrupt, made a proposal under any legislation
        relating to bankruptcy or insolvency, or been subject to or instituted any
        proceedings, arrangement or compromise with creditors, or had a receiver,
        receiver manager or trustee appointed to hold the assets of the director or officer,
        state the fact.

        Not to the Company’s knowledge.

13.9    Disclose particulars of existing or potential material conflicts of interest between
        the Issuer or a subsidiary of the Issuer and a director or officer of the Issuer or a
        subsidiary of the Issuer.

        To the best of the Company’s knowledge, there are no known existing or potential
        conflicts of interest among the Company and its current and proposed directors, officers
        or other members of management as a result of their outside business interests, except
        that certain of the current or proposed directors, officers and other members of
        management may serve as directors and officers of other public companies and
        therefore it is possible that a conflict may arise between their duties as a director or
        officer of the Company and their duties as a director or officer of such other companies.

        The current and proposed directors and officers of the Company are aware of the
        existence of laws governing accountability of directors and officers for corporate
        opportunity and requiring disclosures by directors of conflicts of interest and the
        Company will rely upon such laws in respect of any directors’ and officers’ conflicts of
        interest or in respect of any breaches of duty by any of its directors or officers. All such
        conflicts will be disclosed by such directors or officers in accordance with the Business
        Corporations Act (Ontario) and they will govern themselves in respect thereof to the
        best of their ability in accordance with the obligations imposed upon them by law.

13.10   Management — In addition to the above provide the following information for
        each member of management:

        (a)   state the individual's name, age, position and responsibilities with the Issuer
              and relevant educational background,



                               FORM 2A – LISTING STATEMENT
                                         November 14, 2008

                                             Page 38
Mr. Howard Hanick, age 49, Director, Mr. Hanick most recently served as a
consultant to St. Joseph Content, responsible for acquisition integration. From 2003 to
2008 Mr. Hanick was the President and owner of CMI Canada Inc., a full service
content creation company specializing in retail flyer production and catalogs. From
2001 to 2003, Mr. Hanick served as Chief Financial Officer of Communicorp Corp.
(CUC;TSX). Mr. Hanick has previously served as an officer and director of several
public companies including Pinetree Capital Corp (PNP;TSX) and Brownstone
Ventures Inc (BWN; TSXV) from 1993 to 1999. Mr. Hanick holds a Chartered
Accountant designation, as well as a B.A. in Commerce from the University of
Toronto.

Mr. John Ashley Clarke, age 61, Director, Mr. Clarke has been Vice President,
Business Development with CGX Energy Inc., a TSX Venture listed exploration
company with licenses offshore Guyana, South America since November 2009. Prior
to joining CGX, Mr. Clarke was Executive Vice President, Corporate as well as being a
director and one of the original founders of Candax Energy Inc., a TSX listed E&P
company, with licenses in Tunisia and Madagascar. Mr. Clarke is President of Clarke
Energy Consulting Inc. and has over 35 years international experience in the energy
sector, including 18 years of E&P experience within the Texaco group of companies
and as a member of Texaco Inc.'s global exploration planning group. John also has a
broad capital markets background, including eight years as a Vice President and Senior
Oil & Gas Analyst with Deutsche Bank and Octagon Capital Corporation, where he
was ranked top North American Oil & Gas Analyst in 2003 and 2004 by
Forbes/Starmine. Mr. Clarke has strong relationships across the international oil and
gas industry, as well as with energy sector specialists in the global equity capital
markets. Mr. Clarke has a Bachelor of Science in Physics from Birmingham
University, Birmingham, UK and a Masters in Science from Imperial College, London,
UK as well as a Bachelor of Arts in English from the University of Calgary.

Mr. Donald Sheldon, age 65, Director, Mr. Sheldon has operated as President and
CEO of a number of public companies over the past 25 years. He currently is a Director
and CEO of Range Energy Resources Inc., a Company currently developing
opportunities in the Kurdistan region of the Middle East and now owns 24.95%
economic interest in the Khalakan Block in Kurdistan, Northern Iraq. As CEO, Mr.
Sheldon has recently raised over $25 million in Range Energy. As president of Pure
Gold Resources (now Pure Diamonds Exploration Inc. – PUG:TSE) from 1992 to 2005,
Mr. Sheldon has overseen fundraising in excess of $40 million, and arranged a number
of Joint Venture projects with multi-national companies. Mr Sheldon has financial
contacts throughout the world and specializes in orchestrating JV relationships with
multi-national companies.

Mr. Norman     Davidson Kelly, age 65, Vice President, Director, Mr. Kelly has spent
thirty years   in the petroleum business, principally in the areas of corporate
management,    mergers and acquisitions, corporate finance, and international business
development.   He was a member of the executive committee of BHP Petroleum from


                       FORM 2A – LISTING STATEMENT
                               November 14, 2008

                                    Page 39
1995 to 2000, and previously spent twenty years with LASMO plc, a UK independent
oil company as director, corporate development. From 2001 to 2003 he was CEO of
Mena Energy Limited, a company established to invest in Middle Eastern oil and gas
projects.

Mr. Brian Murray, age 61, Chief Financial Officer, Director, Mr. Murray is an
independent Director and Chair of the Audit Committee of Range Energy Resources
Inc. Since 1990 he has been the President of Murcon Ltd., a private financial consulting
company involved in merchant banking, located in Toronto, Canada. He is a Chartered
Accountant and holds a Masters degree in Business Administration. Mr. Murray serves
as a director for a number of public companies trading on the TSX Venture Exchange.

Mr. George Langdon, age 54, President, Mr. Langdon has been President and CEO of
Shoal Point Energy Ltd. since December 2006. Prior to that he was President of his
private consulting firm, Tectonics Inc. Dr. Langdon has worked as a petroleum
geologist since 1980, with major and junior oil and gas companies, on the international
scene and domestically, where the majority of his career has been devoted to exploring
the basins of eastern Canada. He has been a consultant since 1992, and is currently a
Director of Gulf Shores Resources Ltd. and Monarch Energy Ltd.

(b)   state whether the individual works full time for the Issuer or what
      proportion of the individual's time will be devoted to the Issuer,

      Mr. Hanick -     approximately 5%

      Mr. Kelly -      approximately 20%

      Mr. Murray -     approximately 20%

      Mr. Clarke -     approximately 5%

      Mr. Sheldon -    approximately 5%

      Mr. Langdon - approximately 90%

(c)   state whether the individual is an employee or independent contractor of the
      Issuer,

      Each of the individuals in subsection (b), above, is an independent contractor.

(d)   state the individual's principal occupations or employment during the five
      years prior to the date of the Listing Statement, disclosing with respect to
      each organization as of the time such occupation or employment was carried
      on:



                       FORM 2A – LISTING STATEMENT
                                 November 14, 2008

                                     Page 40
                  (i)    its name and principal business;

                  (ii)   if applicable, that the organization was an affiliate of the Issuer;

                  (iii) positions held by the individual; and

                  (iv) whether it is still carrying on business, if known to the individual;

Mr. Howard Hanick:


                                From             To                                  Affiliate   Still Carrying
Name of Company                                                      Position        to Issuer    on Business
                              MM    YY      MM        YY
                                                                                      Y/N?           Y/N?
Waymar Resources Ltd.         02     10     Present           Director                 No            Yes

Blue Rush Media Group         03     10     Present           CFO                       No            Yes
Corp.


Mr. John Clarke


                                From               To                                Affiliate   Still Carrying
Name of Company                                                      Position        to Issuer    on Business
                              MM     YY      MM         YY
                                                                                       Y/N?          Y/N?
                                                              Vice President,
CGX Energy Inc.                11      09      Present                                  No            Yes
                                                              Business Development
                                                              Executive Vice
Candax Energy Inc.             09      04     10        09                              No            No
                                                              President, Corporate

Candax Energy Inc.             09      04     10        08    Director                  No            No



Mr. Brian Murray:


                                From             To                                  Affiliate   Still Carrying
Name of Company                                                      Position        to Issuer    on Business
                              MM    YY      MM        YY
                                                                                      Y/N?           Y/N?
Murcon Ltd.                   09     90     Present           Director, President      No            Yes

Nebu Resources Inc.           10     07     Present           Director, President       No            Yes




                                    FORM 2A – LISTING STATEMENT
                                                November 14, 2008

                                                        Page 41
Mr. Donald R. Sheldon:


                                From              To                                   Affiliate   Still Carrying
Name of Company                                                       Position         to Issuer    on Business
                              MM      YY    MM          YY
                                                                                        Y/N?           Y/N?
Sayonara Holdings Ltd.        10      09      Present         Founder, President,        No            Yes
(public company                                               Director
management)
D. S. Management Ltd.         10      88    10          09    Founder, President,         No            No
(public company                                               Director
management)


Mr. Norman Davidson Kelly:


                                From               To                                  Affiliate   Still Carrying
Name of Company                                                       Position         to Issuer    on Business
                             MM       YY    MM          YY
                                                                                        Y/N?           Y/N?
Davidson Kelly & Co. Ltd.     06      95    Present           Founder and Director       No            Yes
Range Energy Resources                                        Director and President     No            Yes
                              01     2010    09        2010
Inc.
Range Oil and Gas Inc.        06     2007    01        2010   Director and CEO            No            Yes


Dr. George Langdon:

                                   From            To                                  Affiliate   Still Carrying
Name of Company                                                       Position         to Issuer    on Business
                              MM      YY     M      YY                                   Y/N?            Y/N?
                                             M
Gulf Shores Resources Ltd                   Present           Director                    No            Yes
Monarch Energy Ltd.                         Present           Director                    No            Yes

          (e)   describe the individual's experience in the Issuer's industry; and

                        Mr. Hanick has been on the board of, and has acted as chief financial officer
                         for, several public companies over the last 20 years, and possesses a wealth
                         of financial management expertise.

                        Mr. Sheldon has been on the board of many public companies over the last
                         25 years, and is currently the Chief Executive Officer of Range Energy Inc.,
                         an energy and resource company operating in the Middle East.

                        Mr. Murray has been providing management and financial services to public
                         companies, including energy and resource companies, for over 25 years.



                                     FORM 2A – LISTING STATEMENT
                                                  November 14, 2008

                                                        Page 42
          Mr. Kelly has spent 30 years managing various companies in the petroleum
           business, managing, including 5 years on the executive committee of BHP
           Petroleum.

          Dr. Langdon has, for the last 30 years, worked as a petroleum geologist with
           many senior and junior oil and gas companies, both on the international
           scene as well as domestically


(f)   state whether the individual has entered into a non-competition or non-
      disclosure agreement with the Issuer.

      None of the directors or officers of the Issuer have entered into non-competition
      or non-disclosure agreements with the Issuer.




                      FORM 2A – LISTING STATEMENT
                               November 14, 2008

                                    Page 43
14.      Capitalization

14.1     Prepare and file the following chart for each class of securities to be listed:

Issued Capital :
                                       Number of                 Number       of   % of Issued     % of
                                       Securities                Securities        (non-diluted)   Issued
                                       (non-diluted)             (fully-diluted)                   (fully diluted)
Public Float

Total outstanding (A)                  114,625,428               201,017,125

Held by Related Persons or
employees of the Issuer or Related
Person of the Issuer, or by persons
or companies who beneficially
own or control, directly or
indirectly, more than a 10%
voting position in the Issuer (or
who would beneficially own or
control, directly or indirectly,
more than a 10% voting position
in the Issuer upon exercise or
conversion of other securities
held) (B)                              9,569,168                 17,547,433        8.3%            8.7%

Total Public Float (A-B)               105,056,260               183,454,692       91.7%           91.3%

Freely-Tradeable Float

Number of outstanding securities
subject to resale restrictions,
including restrictions imposed by
pooling or other arrangements or
in a shareholder agreement and
securities held by control block
holders (C)                            9,569,168                 14,047,437        8.3%            7.0%


Total Tradeable Float (A-C)            105,056,260               198,902,355       91.7%           93%




                                      FORM 2A – LISTING STATEMENT
                                               November 14, 2008

                                                       Page 44
Public Securityholders (Registered):

       Instruction: For the purposes of this report, "public securityholders" are persons other
       than persons enumerated in section (B) of the previous chart. List registered holders only.


 Class of Security

 Size of Holding                       Number of holders         Total number of securities

 1 – 99 securities                              4                              4

 100 – 499 securities                         329                            87,874

 500 – 999 securities                         300                           166,235

 1,000 – 1,999 securities                     254                           283,395

 2,000 – 2,999 securities                      77                           168,075

 3,000 – 3,999 securities                      23                            71,250

 4,000 – 4,999 securities                      15                            60,000

 5,000 or more securities                     208                         62,623,231

 TOTAL:                                      1211                         63,486,764




                               FORM 2A – LISTING STATEMENT
                                          November 14, 2008

                                              Page 45
Public Securityholders (Beneficial):

       Instruction: Include (i) beneficial holders holding securities in their own name as
       registered shareholders; and (ii) beneficial holders holding securities through an
       intermediary where the Issuer has been given written confirmation of shareholdings. For
       the purposes of this section, it is sufficient if the intermediary provides a breakdown by
       number of beneficial holders for each line item below; names and holdings of specific
       beneficial holders do not have to be disclosed. If an intermediary or intermediaries will
       not provide details of beneficial holders, give the aggregate position of all such
       intermediaries in the last line.


 Class of Security

 Size of Holding                       Number of holders         Total number of securities

 1 – 99 securities                            Nil                             Nil

 100 – 499 securities                         Nil                             Nil

 500 – 999 securities                         Nil                             Nil

 1,000 – 1,999 securities                     Nil                             Nil

 2,000 – 2,999 securities                     Nil                             Nil

 3,000 – 3,999 securities                     Nil                             Nil

 4,000 – 4,999 securities                     Nil                             Nil

 5,000 or more securities                     223                        71,501,444

 Unable to confirm                              4                         5,234,117

 TOTAL:                                       227                        76,735,561

Notes:
(1) This number includes objecting beneficial holders.




                                FORM 2A – LISTING STATEMENT
                                          November 14, 2008

                                              Page 46
Non-Public Securityholders (Registered):

       Instruction: For the purposes of this report, "non-public securityholders" are persons
       enumerated in section (B) of the issued capital chart.


 Class of Security

 Size of Holding                   Number of holders          Total number of securities

 1 – 99 securities                         Nil                            Nil

 100 – 499 securities                      Nil                            Nil

 500 – 999 securities                      Nil                            Nil

 1,000 – 1,999 securities                  Nil                            Nil

 2,000 – 2,999 securities                  Nil                            Nil

 3,000 – 3,999 securities                  Nil                            Nil

 4,000 – 4,999 securities                  Nil                            Nil

 5,000 or more securities                    5                         9,569,168

 TOTAL:                                      5                         9,569,168




                              FORM 2A – LISTING STATEMENT
                                       November 14, 2008

                                           Page 47
14.2        The following table details securities convertible or exchangeable into any class of
            quoted securities of the Company.

Description of Security (include              Number of convertible /    Number of listed securities
conversion / exercise terms,                  exchangeable securities    issuable upon conversion / exercise
including conversion / exercise               outstanding
price)
Warrants – expire Dec 31, 2010, Exercise
                                                          7,392,078                   7,392,078
Price - $0.15
Warrants – expire Feb 7, 2011, Exercise
                                                          1,847,250                   1,847,250
Price - $0.40
Warrants – expire Dec 8, 2011, Exercise
                                                          237,550                      237,550
Price - $0.25
Warrants – expire Dec 29, 2011, Exercise
                                                           74,000                      74,000
Price - $0.25
Warrants – expire 2 years from the
completion of a go-public transaction –                   7,935,578                   7,935,578
Exercise Price - $0.50
Agent Warrants for common shares –
expire Dec 31, 2010, Exercise Prices -                    2,434,991                   2,434,991
$0.10, $0.30, $0.45
Agent Warrants for Special Warrants (1
common share and 0.5 common share
                                                          2,106,783                   3,160,175
ourchase warrant) – expire Dec 31, 2010 –
Exercise Prices - $ 0.25 $0.30 $0.40
Agent Warrants for Units (1 common share
and 0.5 share purchase warrants) – expire                  37,100                      55,650
Dec. 8, 2011 – Exercise Price - $0.22
Agent Warrants for Units (1 common share
and 0.5 share purchase warrants) – expire                  10,400                      15,600
Dec. 10, 2011 – Exercise Price - $0.22
Agent Warrants for Units (1 common share
and 0.5 share purchase warrants) – expire                  6,050                        9,075
Dec. 29, 2011 – Exercise Price - $0.27
Agent Warrants – expire Nov. 9, 2012 –
                                                          1,798,247                   1,798,247
Exercise Price - $0.22
Warrants – expire Nov 8, 2012 – Exercise
                                                          4,113,143                   4,113,143
Price - $0.28
Warrants – expire Nov. 9, 2012 – Exercise
                                                         27,689,048                  27,689,048
Price - $0.28
Options – expire October 29, 2011, 2012,
                                                         11,975,000                  11,975,000
2015 - Exercise Price - $0.25
CDN$1,282,390.29 principal amount of
convertible debentures, bearing interest at
twelve percent (12%) per annum,
convertible into Shoal Point Shares on the
basis of one (1) Shoal Point Share for each                   -                       4,007,470
CDN$0.32 (subject to the adjustment
provisions in the Shoal Point Debentures)
principal amount of debentures until
maturity.)




                                          FORM 2A – LISTING STATEMENT
                                                     November 14, 2008

                                                         Page 48
CDN$1,362,684.26 principal amount of
convertible debentures, bearing interest at
twelve percent (12%) per annum,
convertible into Shoal Point Units (1
common share, 1 warrant) on the basis of                      -                 6,813,421
one (1) Unit for each CDN$0.20 (subject
to the adjustment provisions in the Shoal
Point Debentures) principal amount of
debentures until Jan 1, 2012.)
                                 TOTAL:                  67,657,218            79,558,276

14.3         Shares reserved for future issuance

There are currently no shares reserved for future issuance.

15.          Executive Compensation

15.1        Named Executive Officers

For the purposes of this Listing Statement, a Named Executive Officer (“NEO”) of the Company
means each of the following individuals:

      (a)      a chief executive officer (“CEO”) of the Company;

      (b)      a chief financial officer (“CFO”) of the Company;

      (c)      each of the Company’s three most highly compensated executive officers, or the three
               most highly compensated individuals acting in a similar capacity, other than the CEO
               and CFO, at the end of the most recently completed financial year whose total
               compensation was, individually, more than $150,000, as determined in accordance
               with subsection 1.3(6) of Form 51-102F6, for that financial year; and

      (d)      each individual who would be an NEO under paragraph (c) above but for the fact that
               the individual was neither an executive officer of the Company, nor acting in a
               similar capacity, at the end of that financial year.

The Company currently has the following two NEOs: George Langdon, President; and Brian
Murray, Chief Financial Officer.

Compensation Discussion and Analysis

The board of directors of the Company (the “Board”) is responsible for ensuring that the
Company has in place an appropriate plan for executive compensation and for making
recommendations to the Board with respect to the compensation of the Company’s executive
officers. The Board ensures that total compensation paid to all NEOs is fair and reasonable and is
consistent with the Company’s compensation philosophy.



                                              FORM 2A – LISTING STATEMENT
                                                     November 14, 2008

                                                         Page 49
Compensation plays an important role in achieving short and long-term business objectives that
ultimately drive business success. The Company’s compensation philosophy is to foster
entrepreneurship at all levels of the organization through, among other things, the granting of
stock options, a significant component of executive compensation. This approach is based on the
assumption that the performance of the Common Share price over the long term is an important
indicator of long term performance.

The Company’s compensation philosophy is based on the following fundamental principles:

1. Compensation programs align with shareholder interests – the Company aligns the goals of
executives with maximizing long term shareholder value;

2. Performance sensitive – compensation for executive officers should be linked to operating and
market performance of the Company and fluctuate with the performance; and

3. Offer market competitive compensation to attract and retain talent – the compensation
program should provide market competitive pay in terms of value and structure in order to retain
existing employees who are performing according to their objectives and to attract new
individuals of the highest calibre.

The objectives of the compensation program in compensating all NEOs were developed based on
the above-mentioned compensation philosophy and are as follows:

•    to attract and retain highly qualified executive officers;

•    to align the interests of executive officers with shareholders’ interests and with the
     execution of the Company business strategy;

•    to evaluate executive performance on the basis of key measurements that correlate to long-
     term shareholder value; and

•    to tie compensation directly to those measurements and rewards based on achieving and
     exceeding predetermined objectives.

Competitive Compensation

Aggregate compensation for each NEO is designed to be competitive. The Board reviews
compensation practices of similarly situated companies in determining compensation policy.
Although the board reviews each element of compensation for market competitiveness, and it
may weigh a particular element more heavily based on the NEO’s role within the Company, it is
primarily focused on remaining competitive in the market with respect to total compensation.

The Board reviews data related to compensation levels and programs of various companies that
are similar in size to the Company and operate within the oil and gas industry, prior to making its
decisions. These companies are used as the Company’s primary peer group because they have


                                FORM 2A – LISTING STATEMENT
                                          November 14, 2008

                                               Page 50
similar business characteristics or because they compete with the Company for employees and
investors. The Compensation Committee also relies on the experience of its members as officers
and/or directors at other companies in similar lines of business as the Company in assessing
compensation levels.

The purpose of this process is to:

   •       understand the competitiveness of current pay levels for each executive position
           relative to companies with similar revenues and business characteristics;

   •       identify and understand any gaps that may exist between actual compensation levels
           and market compensation levels; and

   •       establish as a basis for developing salary adjustments and short-term and long-term
           incentive awards for the Board’s approval.

Aligning the Interests of the NEOs with the Interests of the Company’s Shareholders

The Company believes that transparent, objective and easily verified corporate goals, combined
with individual performance goals, play an important role in creating and maintaining an
effective compensation strategy for the NEOs. The Company’s objective is to establish
benchmarks and targets for its NEOs which, if achieved, will enhance shareholder value.

A combination of fixed and variable compensation is used to motivate executives to achieve
overall corporate goals. For the 2009 financial year, the three basic components of executive
officer compensation program were:

   •       fixed salary;

   •       annual incentives (cash bonus); and

   •       option based compensation.

Fixed salary comprises a portion of the total cash-based compensation; however, annual
incentives and option based compensation represent compensation that is “at risk” and thus may
or may not be paid to the respective executive officer depending on: (i) whether the executive
officer is able to meet or exceed his or her applicable performance targets; and (ii) market
performance of the Company’s Common Shares. To date, no specific formulae have been
developed to assign a specific weighting to each of these components. Instead, the Board
considers each performance target and the Company’s performance and assigns compensation
based on this assessment and the recommendations of the Compensation Committee.

Base Salary

The Board approves the salary ranges for the NEOs. The base salary review for each NEO is


                                 FORM 2A – LISTING STATEMENT
                                        November 14, 2008

                                            Page 51
based on assessment of factors such as current competitive market conditions, compensation
levels within the peer group and particular skills, such as leadership ability and management
effectiveness, experience, responsibility and proven or expected performance of the particular
individual. Comparative data for the Company’s peer group is also accumulated from a number
of external sources including independent consultants. The Company’s policy for determining
salary for executive officers is consistent with the administration of salaries for all other
employees.

Annual Incentives

The Company is not currently awarding any annual incentives by way of cash bonuses.
However, the Company, in its discretion, may award such incentives in order to motivate
executives to achieve short-term corporate goals. The Compensation Committee and the Board
approve annual incentives.

The success of NEOs in achieving their individual objectives and their contribution to the
Company in reaching its overall goals are factors in the determination of their annual bonus. The
Board assesses each NEO’s performance on the basis of his or her respective contribution to the
achievement of the predetermined corporate objectives, as well as to needs of the Company that
arise on a day to day basis. This assessment is used by the Board in developing its determination
of annual bonuses for the NEOs.

Compensation and Measurements of Performance

Achieving predetermined individual and/or corporate targets and objectives, as well as general
performance in day to day corporate activities, will trigger the award of a bonus payment to the
NEO. The NEO will receive a partial or full incentive payment depending on the number of the
predetermined targets met and the Board’s assessment of overall performance. The determination
as to whether a target has been met is ultimately made by the Board, and the Board reserves the
right to make positive or negative adjustments to any bonus payment if they consider them to be
appropriate.

Long Term Compensation

The Company currently has no long-term incentive plans, other than stock options granted from
time to time by the Board under the provisions of the Company’s Stock Option Plan. The
shareholders of the Company first approved the Stock Option Plan at the Annual and Special
Meeting of shareholders held on January 15, 2008. The purpose of the Stock Option Plan is to
encourage common share ownership in the Company by directors, senior officers, employees and
consultants of the Company and its affiliates and other designated persons. The Compensation
Committee believes that the plan aligns the interests of the NEOs with shareholders by linking a
component of executive compensation to the longer term performance of the Company’s
Common Shares. Options may be granted under the Stock Option Plan only to directors, senior
officers, employees and consultants of the Company and its subsidiaries and other designated
persons as designated from time to time by the Board. The number of shares which may be


                               FORM 2A – LISTING STATEMENT
                                         November 14, 2008

                                             Page 52
reserved for issuance under the Stock Option Plan is limited to 10% of the issued and
outstanding shares of the Company as at the date of the grant of Options. The maximum number
of common shares which may be reserved for issuance to any one director, senior officer or
employee under the Stock Option Plan is 5% of the common shares outstanding at the time of the
grant (calculated on a non-diluted basis) and 2% with respect to any one consultant of the
Company. Any shares subject to an option which for any reason is cancelled or terminated prior
to exercise will be available for a subsequent grant under the Stock Option Plan. The option
price of any common shares cannot be less than the closing price of the shares on the day
immediately preceding the day upon which the option is granted, less any discount permitted by
the policies of the CNSX. Options granted under the Stock Option Plan may be exercised during
a period not exceeding five years, subject to earlier termination upon the termination of the
optionee's employment, upon the optionee ceasing to be an employee, senior officer, director or
consultant of the Company or any of its subsidiaries or ceasing to have a designated relationship
with the Company, as applicable, or upon the optionee retiring, becoming permanently disabled
or dying. The options are non-transferable. The Stock Option Plan contains provisions for
adjustment in the number of shares issuable thereunder in the event of a subdivision,
consolidation, reclassification or change of the common shares, a merger or other relevant
changes in the Company's capitalization. Subject to shareholder approval in certain
circumstances, the board of directors may from time to time amend or revise the terms of the
Stock Option Plan or may terminate the Stock Option Plan at any time. The Stock Option Plan
does not contain any provision for financial assistance by the Company in respect of options
granted under the Stock Option Plan.

Compensation Summary

The table below sets forth information concerning the compensation paid, awarded or earned by
each of the NEOs for services rendered in all capacities to the Company during the fiscal years
ended January 31, 2010, 2009, and 2008. Disclosure of the compensation for prior years, in
accordance with applicable requirements, can be found on SEDAR at www.sedar.com.




                               FORM 2A – LISTING STATEMENT
                                         November 14, 2008

                                             Page 53
                                         Summary Compensation Table

                                                          Non-Equity Incentive
                                 Share-     Option-        Plan Compensation
  Name and                                                        ($)         Pension         All other     Total
                        Salary    Based      Based
  Principal      Year                                                          Value        Compensation Compensation
                          ($)    Awards     Awards         Annual Long-Term
   Position                                                                     ($)              ($)         ($)
                                   ($)      ($)(1)(7)     Incentive Incentive
                                                            Plans     Plans
George           2010      0         0          0           N/A         N/A        N/A            0                 0
Langdon,
President (2)
Brian Murray, 2010         0         0          0           N/A         N/A        N/A            0                 0
CFO (3)
David W.         2009      0         0          0           N/A         N/A        N/A            0                 0
Raymond(2)(4)    2008      0         0          0           N/A         N/A        N/A            0                 0
President and
CEO
Stanley          2008      0         0          0           N/A         N/A        N/A         24,000(6)        24,000(6)
Mourin(4)
President and
CEO
W. Matthew       2009      0         0          0           N/A         N/A        N/A            0                 0
Raymond(3)(5)    2008      0         0          0           N/A         N/A        N/A            0                 0
CFO
Notes:
(1)       No options were granted during the financial year ended January 31, 2010 or the fiscal year ended January 31, 2009.
(2)       Mr. Langdon became the President of the Company on November 4, 2010. Mr. Raymond resigned as President and
          Chief Executive Officer on November 4, 2010.
(3)       Mr. Murray became the CFO of the Company on November 4, 2010. Mr. Raymond resigned as CFO on November 4,
          2010.
(4)       Mr. Raymond became President and Chief Executive Officer of the Corporation on July 10, 2008. Mr. Mourin resigned
          as President and Chief Executive Officer on July 10, 2008.
(5)       Mr. Raymond was appointed CFO on January 16, 2009 and resigned on November 4, 2010.
(6)       Paid to Fundamental Capital Corporation, a company controlled by Mr. Mourin for management consulting services.
(7)       On October 29, 2010, the Company issued compensation options to the following directors of the company: 1,000,000
          options to each of Brian Murray, Don Sheldon, and Norman Davidson Kelly; and 250,000 options to each of John
          Clarke and Howard Hanick.


Employment Agreements

During the fiscal year ended January 31, 2010, the Company did not have in place any
employment contact between the Company or any subsidiary or affiliate thereof and any NEO.

Pension Plan Benefits

There are no pension plan benefits in place for the NEOs.

Termination and Change of Control Benefits


                                         FORM 2A – LISTING STATEMENT
                                                        November 14, 2008

                                                            Page 54
The Company does not have in place any pension or retirement plan. The Company has not
provided compensation, monetary or otherwise, during the preceding fiscal year, to any person
who now acts or has previously acted as a NEO of the Company, in connection with or related to
the retirement, termination or resignation of such person and the Company has provided no
compensation to such persons as a result of a change of control of the Company, its subsidiaries
or affiliates. The Company is not party to any compensation plan or arrangement with NEOs
resulting from the resignation, retirement or the termination of employment of such person.

Director Compensation

The Company has no arrangements, standard or otherwise, pursuant to which directors are
compensated by the Company for their services in their capacity as directors, or for committee
participation, involvement in special assignments or for services as consultant or expert during
the most recently completed financial year or subsequently.

16.      Indebtedness of Directors and Executive Officers

16.1     No director or senior officer has been indebted to the Company since the beginning of
         its last completed fiscal year.

17.      Risk Factors

There are various risks that could have a material adverse effect on among other things, the
properties, business, condition (financial or otherwise) and the prospects of the Company. These
factors should be reviewed carefully. Set out below are certain risk factors affecting the Company.

Operating History
The Company has a very limited history of operations, is in the early stage of development and
must be considered a start-up. As such, the Corporation is subject to many risks common to such
enterprises, including under-capitalization, cash shortages, limitations with respect to personnel,
financial and other resources and lack of revenues. There is no assurance that the Corporation
will be successful in achieving a return on shareholders’ investment and the likelihood of success
must be considered in light of its early stage of operations. The Corporation has no intention of
paying any dividends in the foreseeable future.

Exploration, Development and Production Risks
Oil and natural gas exploration involves a high degree of risk and there is no assurance that
expenditures made on future exploration by the Company will result in new discoveries of oil or
natural gas in commercial quantities. It is difficult to project the costs of implementing an
exploratory drilling program due to the inherent uncertainties of drilling in unknown formations,
the costs associated with encountering various drilling conditions such as over pressured zones
and tools lost in the hole, and changes in drilling plans and locations as a result of prior
exploratory wells or additional seismic data and interpretations thereof.



                                FORM 2A – LISTING STATEMENT
                                          November 14, 2008

                                              Page 55
The Company currently has a limited number of specific identified exploration or development
prospects. Management will continue to evaluate prospects on an ongoing basis in a manner
consistent with industry standards and their past practices. The long-term commercial success of
the Company depends on its ability to find, acquire, develop and commercially produce oil and
natural gas reserves. No assurance can be given that the Company will be able to locate
satisfactory properties for acquisition or participation. Moreover, if such acquisitions or
participations are identified, the Company may determine that current markets, terms of
acquisition and participation or pricing conditions make such acquisitions or participations
uneconomic. The Company has not entered into any contracts relating to the acquisition or
participation in any properties other than as set forth herein nor have any letters of intent been
executed.

Future oil and gas exploration may involve unprofitable efforts, not only from dry wells, but
from wells that are productive but do not produce sufficient net revenues to return a profit after
drilling, operating and other costs. Completion of a well does not assure a profit on the
investment or recovery of drilling, completion and operating costs. In addition, drilling hazards
or environmental damage could greatly increase the cost of operations, and various field
operating conditions may adversely affect the production from successful wells. These
conditions include delays in obtaining governmental approvals or consents, shut-ins of connected
wells resulting from extreme weather conditions, insufficient storage or transportation capacity
or other geological and mechanical conditions. While close well supervision and effective
maintenance operations can contribute to maximizing production rates over time, production
delays and declines from normal field operating conditions cannot be eliminated and can be
expected to adversely affect revenue and cash flow levels to varying degrees.

In addition, oil and gas operations are subject to the risks of exploration, development and
production of oil and natural gas properties, including encountering unexpected formations or
pressures, premature declines of reservoirs, blow-outs, cratering, sour gas releases, fires and
spills. Losses resulting from the occurrence of any of these risks could have a materially adverse
effect on future results of operations, liquidity and financial condition.

Insurance
The Company’s involvement in the exploration for and development of oil and gas properties
may result in the Company becoming subject to liability for pollution, blow-outs, property
damage, personal injury or other hazards. Although the Company will obtain insurance in
accordance with industry standards to address such risks, such insurance has limitations on
liability that may not be sufficient to cover the full extent of such liabilities. In addition, such
risks may not, in all circumstances be insurable or, in certain circumstances, the Company may
elect not to obtain insurance to deal with specific risks due to the high premiums associated with
such insurance or other reasons. The payment of such uninsured liabilities would reduce the
funds available to the Company. The occurrence of a significant event that the Company is not
fully insured against, or the insolvency of the insurer of such event, could have a material
adverse effect on the Company’s financial position, results of operations or prospects.




                                FORM 2A – LISTING STATEMENT
                                          November 14, 2008

                                              Page 56
Prices, Markets and Marketing of Crude Oil and Natural Gas
Oil and natural gas are commodities whose prices are determined based on world demand,
supply and other factors, all of which are beyond the control of the Company. World prices for
oil and natural gas have fluctuated widely in recent years. Any material decline in prices could
result in a reduction of net production revenue. Certain wells or other projects may become
uneconomic as a result of a decline in world oil prices and natural gas prices, leading to a
reduction in the volume of the Company’s oil and gas reserves. The Company might also elect
not to produce from certain wells at lower prices. All of these factors could result in a material
decrease in the Company’s future net production revenue, causing a reduction in its oil and gas
acquisition and development activities. In addition, bank borrowings available to the Company
are in part determined by the borrowing base of the Company. A sustained material decline in
prices from historical average prices could limit or reduce the Company’s borrowing base,
therefore reducing the bank credit available to the Company, and could require that a portion of
any existing bank debt of the Company be repaid.

In addition to establishing markets for its oil and natural gas, the Company must also
successfully market its oil and natural gas to prospective buyers. The marketability and price of
oil and natural gas which may be acquired or discovered by the Company will be affected by
numerous factors beyond its control. The Company will be affected by the differential between
the price paid by refiners for light quality oil and the grades of oil produced by the Company.
The ability of the Company to market its natural gas may depend upon its ability to acquire space
on pipelines which deliver natural gas to commercial markets. The Company will also likely be
affected by deliverability uncertainties related to the proximity of its reserves to pipelines and
processing facilities and related to operational problems with such pipelines and facilities and
extensive government regulation relating to price, taxes, royalties, land tenure, allowable
production, the export of oil and natural gas and many other aspects of the oil and natural gas
business. The Company has limited direct experience in the marketing of oil and natural gas.

Substantial Capital Requirements
The Company anticipates that it will make substantial capital expenditures for the acquisition,
exploration, development and production of oil and natural gas reserves in the future. If the
Company’s revenues or reserves decline, the Company may have limited ability to expend the
capital necessary to undertake or complete future drilling programs. There can be no assurance
that debt or equity financing, or cash generated by operations will be available or sufficient to
meet these requirements or for other corporate purposes or, if debt or equity financing is
available, that it will be on terms acceptable to the Company. Moreover, future activities may
require the Company to alter its capitalization significantly. The inability of the Company to
access sufficient capital for its operations could have a material adverse effect on the Company’s
financial condition, results of operations or prospects.

Competition
The Company actively competes for reserve acquisitions, exploration leases, licences and
concessions and skilled industry personnel with a substantial number of other oil and gas
companies, many of which have significantly greater financial resources than the Company. The


                                FORM 2A – LISTING STATEMENT
                                         November 14, 2008

                                             Page 57
Company’s competitors include major integrated oil and natural gas companies and numerous
other independent oil and natural gas companies and individual producers and operators.

The oil and gas industry is highly competitive. The Company’s competitors for the acquisition,
exploration, production and development of oil and natural gas properties, and for capital to
finance such activities, include companies that have greater financial and personnel resources
available to them than the Company.

Certain of the Company’s customers and potential customers are themselves exploring for oil
and natural gas, and the results of such exploration efforts could affect the Company’s ability to
sell or supply oil or gas to these customers in the future. The Company’s ability to successfully
bid on and acquire additional property rights, to discover reserves, to participate in drilling
opportunities and to identify and enter into commercial arrangements with customers will be
dependent upon developing and maintaining close working relationships with its future industry
partners and joint operators and its ability to select and evaluate suitable properties and to
consummate transactions in a highly competitive environment.

Environmental Risks
All phases of the oil and natural gas business present environmental risks and hazards and are
subject to environmental regulation pursuant to a variety of international conventions and
federal, provincial and municipal laws and regulations. Environmental legislation provides for,
among other things, restrictions and prohibitions on spills, releases or emissions of various
substances produced in association with oil and gas operations. The legislation also requires that
wells and facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of
applicable regulatory authorities. Compliance with such legislation can require significant
expenditures and a breach may result in the imposition of fines and penalties, some of which
may be material. Environmental legislation is evolving in a manner expected to result in stricter
standards and enforcement, larger fines and liability and potentially increased capital
expenditures and operating costs. The discharge of oil, natural gas or other pollutants into the air,
soil or water may give rise to liabilities to foreign governments and third parties and may require
the Company to incur costs to remedy such discharge. No assurance can be given that
environmental laws will not result in a curtailment of production or a material increase in the
costs of production, development or exploration activities or otherwise adversely affect the
Company’s financial condition, results of operations or prospects.

Reserve Estimates
There are numerous uncertainties inherent in estimating quantities of oil, natural gas and natural
gas liquids reserves and cash flows to be derived therefrom, including many factors beyond the
Company’s control. Reserve and associated cash flow information once complied will represent
estimates only. In general, estimates of economically recoverable oil and natural gas reserves and
the future net cash flows therefrom are based upon a number of variable factors and assumptions,
such as historical production from the properties, production rates, ultimate reserve recovery,
timing and amount of capital expenditures, marketability of oil and gas, royalty rates, the
assumed effects of regulation by governmental agencies and future operating costs, all of which
may vary from actual results. For those reasons, any estimates of the economically recoverable


                                 FORM 2A – LISTING STATEMENT
                                          November 14, 2008

                                               Page 58
oil and natural gas reserves attributable to any particular group of properties, classification of
such reserves based on risk of recovery and estimates of future net revenues expected therefrom
prepared by different engineers, or by the same engineers at different times, may vary. The
Company’s actual production, if any, revenues, taxes and development and operating
expenditures with respect to its reserves will vary from estimates thereof and such variations
could be material.

Reserve Replacement
The Company’s future oil and natural gas reserves, production, and cash flows to be derived
therefrom are highly dependent on the Company successfully acquiring or discovering new
reserves. Without the continual addition of new reserves, any existing reserves the Company
may have at any particular time and the production therefrom will decline over time as such
existing reserves are exploited. A future increase in the Company’s reserves will depend not only
on the Company’s ability to develop any properties it may have from time to time, but also on its
ability to select and acquire suitable producing properties or prospects. There can be no
assurance that the Company’s future exploration and development efforts will result in the
discovery and development of additional commercial accumulations of oil and natural gas.

Title to Assets
Although the Company has reviewed and is satisfied with title for any properties in which it has
a material interest, the Company has not obtained title reports on any of its properties and there is
no guarantee that title to such properties will not be challenged or impugned. While title reviews
will generally be conducted prior to the purchase of most oil and natural gas producing
properties or the commencement of drilling wells, such reviews do not guarantee or certify that
an unforeseen defect in the chain of title will not arise to defeat the Company’s claim which
could result in a reduction of the revenue received by the Company.

Reliance on Operators and Key Employees
The Company may not be the operator of certain oil and gas properties in which it acquires an
interest. To the extent the Company is not the operator of its oil and gas properties, the Company
will be dependent on such operators for the timing of activities related to such properties and will
largely be unable to direct or control the activities of the operators. In addition, the success of the
Company will be largely dependent upon the performance of its management and key
employees. Investors must also rely on the expertise and judgment of management of the
Company. Failure to retain key individuals or to attract or retain additional key individuals with
recovery skills could have a materially adverse impact upon the Company’s success. The
Company does not have any key man insurance policies and has no current plans to obtain any;
therefore there is a risk that the death or departure of any director, member of management or
any key employee could have a material adverse effect on the Company.

Corporate Matters
To date, the Company has not paid any dividends on its outstanding Common Shares and does
not anticipate the payment of any dividends on its Common Shares for the foreseeable future.
Certain of the directors and officers of the Company are also directors and officers of other oil
and gas companies involved in natural resource exploration and development, and conflicts of


                                 FORM 2A – LISTING STATEMENT
                                           November 14, 2008

                                                Page 59
interest may arise between their duties as officers and directors of the Company and as officers
and directors of such other companies. Such conflicts must be disclosed in accordance with, and
are subject to such other procedures and remedies as apply under the ABCA.

Permits and Licenses
The operations of the Company may require licenses and permits from various governmental
authorities. There can be no assurance that the Company will be able to obtain all necessary
licenses and permits that may be required to carry out exploration and development at its
projects.

Additional Funding Requirements and Dilution of Investment
The Company’s cash flow from its reserves may not be sufficient to fund its ongoing activities at
all times. From time to time, the Company may require additional financing in order to carry out
its oil and gas acquisition, exploration and development activities. Failure to obtain such
financing on a timely basis could cause the Company to forfeit its interest in certain properties,
miss certain acquisition opportunities and reduce or terminate its operations. If the Company’s
revenues from its reserves decrease as a result of lower oil and natural gas prices or otherwise, it
will affect the Company’s ability to expend the necessary capital to replace its reserves or to
maintain its production. If the Company’s cash flow from operations is not sufficient to satisfy
its capital expenditure requirements, there can be no assurance that additional debt or equity
financing will be available to meet these requirements or available on favourable terms. The
terms of any such equity financing may be dilutive to holders of Common Shares.

Issuance of Debt
From time to time, the Company may enter into transactions to acquire assets or the shares of
other corporations. These transactions may be financed partially or wholly with debt, which may
increase the Company’s debt levels above industry standards. Neither the Company’s articles nor
its by-laws limit the amount of indebtedness that the Company may incur. The level of the
Company’s indebtedness from time to time could impair the Company’s ability to obtain
additional financing in the future on a timely basis to take advantage of business opportunities
that may arise.

Third Party Credit Risk
The Company is or may be exposed to third party credit risk through its contractual
arrangements with its current or future joint venture partners, marketers of its petroleum and
natural gas production and other parties. In the event such entities fail to meet their contractual
obligations to the Company, such failures could have a material adverse effect on the Company
and its cash flow from operations.

Availability of Drilling Equipment and Access Restrictions
Oil and natural gas exploration and development activities are dependent on the availability of
drilling and related equipment in the particular areas where such activities will be conducted.
Demand for such limited equipment or access restrictions may affect the availability of such
equipment to the Company and may delay exploration and development activities.



                                FORM 2A – LISTING STATEMENT
                                          November 14, 2008

                                              Page 60
Kyoto Protocol
The Kyoto Protocol came into force on February 16, 2005. Canada is a signatory to the United
Nations Framework Convention on Climate Change and has ratified the Kyoto Protocol
established thereunder to set legally binding targets to reduce nationwide emissions of carbon
dioxide, methane, nitrous oxide and other so-called “greenhouse gases”. The Company’s
exploration and production facilities and other operations and activities will emit a small amount
of greenhouse gases which may subject the Company to legislation regulating emissions of
greenhouse gases. The Government of Canada has put forward a Climate Change Plan for
Canada which suggests further legislation will set greenhouse gases emission reduction
requirements for the various industrial activities, including oil and gas exploration and
production. Future federal legislation, together with provincial emission reduction requirements,
may require the reduction of emissions or emissions intensity with the Company’s operations
and facilities. The direct or indirect costs of these regulations may adversely affect the business
of the Company.

Exchange Rate Fluctuations
Exchange rates may affect the costs that the Company incurs in its exploration activities. The
Company’s costs are incurred principally in Canadian dollars. The appreciation of non-Cdn
dollar currencies against the Cdn dollar can increase the exploration costs. The Company does
not have any currency hedging policy in place. Sudden fluctuation in the Cdn dollar may affect
the Company’s exploration activities and financial results, and there is no assurance that such
fluctuations, in any, will not adversely affect the Company’s operations.

Equity Price Risk
Market risk arises from the possibility that changes in market prices will affect the value of the
financial instruments of the Company. The Company is exposed to fair value fluctuations on its
investments. The Company's other financial instruments (cash, accounts receivable, accounts
payable and accrued liabilities) are not subject to price risk.

Estimation of Asset Carrying Values
The Company will undertake an annual evaluation of its portfolio of exploration projects and other
assets. The recoverability of the Company’s carrying values of its properties will be assessed by
comparing carrying values to estimated future net cash flows from each property.

Factors which may affect carrying values include, but are not limited to, oil and natural gas prices,
capital cost estimates, exploration, development, production, drilling, and other operating costs,
and timing of production. In the event of a prolonged period of depressed oil and natural gas
prices, the Company may be required to take additional material write-downs of its exploration and
development projects.

Volatility of Share Price
The price of the shares of resource companies tends to be volatile. Fluctuations in the world price
of oil and natural gas and many other natural resources beyond the control of the Company could
materially affect the price of the Common Shares.


                                FORM 2A – LISTING STATEMENT
                                          November 14, 2008

                                              Page 61
Current global financial condition
Current global financial conditions have been characterized by increased volatility and several
financial institutions have either gone into bankruptcy or have had to be rescued by
governmental authorities. Access to public financing and bank credit has been negatively
impacted by both the rapid decline in value of sub-prime mortgages and the liquidity crisis
affecting the asset-backed commercial paper market. These and other factors may affect the
Company’s ability to obtain equity or debt financing in the future on favourable terms.
Additionally, these factors, as well as other related factors, may cause decreases in the
Company’s asset values that may be other than temporary, which may result in impairment
losses. If such increased levels of volatility and market turmoil continue, or if more extensive
disruptions of the global financial markets occur, the Company’s operations could be adversely
impacted and the trading price of the Common Shares may be adversely affected.

Short term investment risks
The Company may from time to time invest excess cash balances in short term commercial paper
or similar securities. Recent market conditions affecting certain types of short term investments
of some North American and European issuers as well as certain financial institutions have
resulted in restricted liquidity for these investments. There can be no guarantee that further
market disruptions affecting various short term investments or the potential failure of such
financial institutions will not have a negative effect on the liquidity of investments made by the
Company.

18.      Promoters

At this time, the Company does not have any person performing Investor Relations Activities (as
defines in the CNSX Policies) nor at this time would any other person be, other than
management in their normal course duties, be considered a promoter of the Company.

19.      Legal Proceedings

19.1     There are no legal proceedings threatened or currently pending against the Company


20.      Interest of Management and Others in Material Transactions

20.1     No person who has been a director or an officer of the Company at any time since date
         of incorporation or any associate of any such director or officer has any material
         interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in
         any matter to be acted upon at the meeting, except as disclosed in this Listing
         Statement.
21.      Auditors, Transfer Agents and Registrars

21.1     The auditor of the Company is McCarney Greenwood LLP.


                                FORM 2A – LISTING STATEMENT
                                          November 14, 2008

                                              Page 62
21.2     The registrar and transfer agent of the Company is Heritage Transfer Agency Inc., 1320
- 4 King Street, Toronto, ON MSH 1B6.

22.      Material Contracts

22.1 There are no contracts that may be considered material to the Company, other than
contracts entered into in the ordinary course of business, that have been entered into by the
Company in the past two years except as noted below:

1.     The Amalgamation Agreement dated September 22, 2010, between the Company,
       2257054 Ontario Inc., a wholly-owned subsidiary of the Company, and Shoal Point
       Energy Ltd.

2.     Farm out Agreement for EL-1070 dated the 11 day of August 2010 between Canadian Imperial
       Venture Corp., Shoal Point Energy Ltd., and Dragon Lance Management Corporation.

3.     Letter Agreement between Shoal Point Energy Ltd., Canadian Imperial Venture Corp. and
       McLaren Resources Inc., dated December 4, 2009, as amended on February 10, 2010 and March
       15, 2010.

4.     Joint operating Agreement, EL 1070, Shallow Rights, dated June 21, 2010, between Shoal Point
       Energy Ltd. and Canadian Imperial Venture Corp.

22.2     Not applicable.

23       Interest of Experts

23.1     No experts have any interest direct or indirect in the Company’s property.

24.      Other Material Facts

24.1     There are no additional material facts about the Company and its securities that are not
         disclosed under the preceding items. This Listing Statement contains full, true and plain
         disclosure of all material facts relating to the Company and its securities.

25.      Financial Statements

25.1     The following financial statements are enclosed:

         (1)   audited financial statements of the Company for the years ended January 31, 2010,
               2009, and 2008; and

         (2)   unaudited interim financial statements and MD&A for the period ended July 31,
               2010.


                                FORM 2A – LISTING STATEMENT
                                         November 14, 2008

                                              Page 63
FORM 2A – LISTING STATEMENT
       November 14, 2008

           Page 64
CERTIFICATE OF THE ISSUER

Pursuant to a resolution duly passed by its Board of Directors, (full legal name of the
Issuer), hereby applies for the listing of the above mentioned securities on CNSX. The
foregoing contains full, true and plain disclosure of all material information relating to
(full legal name of the Issuer). It contains no untrue statement of a material fact and
does not omit to state a material fact that is required to be stated or that is necessary to
prevent a statement that is made from being false or misleading in light of the
circumstances in which it was made.

Dated at Toronto, Ontario,

this 17th day of November, 2010.



“John Clarke” (signed)                               “Brian Murray” (signed)

Director                                             Chief Financial Officer




                              FORM 2A – LISTING STATEMENT
                                       November 14, 2008

                                           Page 65

				
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