• Jay M. Zammit^2,4
  Calgary, Alberta, Canada
• Michael B. A. Nobbs^1,2
  Beverly Hills, California, USA
• John P. Summers^1,2
  London, United Kingdom
• Lawrence H. Payne
  Calgary, Alberta, Canada
• Franklin M. Wormsbecker^1,3
  Calgary, Alberta, Canada
• Brad Hurtubise
  Calgary, Alberta, Canada
• Jack Lee
  Calgary, Alberta, Canada

(1) Member of the Corporation’s Audit Committee of which John P. Summers is Chair. The Corporation is required to have an audit committee under the ABCA, the corporate statute governing the Corporation.

(2) Member of the Corporation’s Remuneration Committee of which Michael B. A. Nobbs is Chair. See below for details of the current composition of the Remuneration Committee.

(3) Member of the Corporation’s Reserve Committee of which Franklin M. Wormsbecker is Chair. See below for details of the current composition of the Reserves Committee.

(4) Member of the Corporation’s Corporate Governance Committee of which Jay M. Zammit is Chair. See below for details of the current composition of the Corporate Governance Committee.

(5) The entire Board of Directors shall act as a nominating committee. As such, the Board of Directors shall be responsible for reviewing the structure, size and composition of the Board of Directors, preparing a description of the role and capabilities required for a particular appointment, and identifying and nominating candidates to fill Board positions as and when they arise. The Corporation does not intend to have an Executive Committee.

Non-Executive Directors

John P. Summers - Director
Based in London, Mr. Summers experience as a Chartered Accountant and international financial consultant adds significant financial and accounting depth and breadth to the Board. Mr. Summers practiced as a Chartered Accountant from 1963 to 1985. In 1980 he formed JPS Financial Services, which since 1982 has provided financial and accounting advisory services to select individuals and institutions.

Jay M. Zammit - Director
Mr. Zammit attended the University of Manitoba and received a Bachelor of Commerce (Finance) in 1982, following which he served as a consultant to the International Air Transport Association. Mr. Zammit obtained a Bachelor of Laws in 1987 from the University of Manitoba and was admitted to the Alberta Bar in 1988.

Mr. Zammit's preferred areas of practice include corporate, securities, franchise law and commercial law. He was seconded to the Alberta Securities Commission in 1989. Mr. Zammit has advised on various public and private financing transactions as well as reorganizations, takeovers, mergers and strategic relationships.

Michael B. A. Nobbs

Mr. Nobbs received a Bachelor of Arts with Honours degree in Economics in 1972 and has over thirty years of experience as principal and advisor dedicated to investment banking and project finance. Former Senior Credit Officer and Managing Director of Citicorp/Citigroup and Group Finance Director for Tishman International Companies, he has designed capital structures, raised debt financing, mezzanine loans, underwriting and created structured and tax efficient joint ventures.

Franklin (Frank) M. Wormsbecker

Mr. Wormsbecker received a Bachelor of Science degree in Geological Engineering in 1966 and is a Professional Engineer. Mr. Wormsbecker has over 40 years of experience in the oil and gas industry. From 2001 to 2003 served as Vice President, Reservoir Engineering and Business Development, of Segue Energy Corporation; 2003 to 2006 was President of Pancho Resources Limited, an engineering consulting corporation, and currently is Vice President, Operations, of Harvard Energy.
Bradley Hurtubise

Mr. Hurtubise joined Tristone Capital Inc. as Managing Director, Investment Banking in 2004. Before joining Tristone, Mr. Hurtubise was the Executive Managing Director, Investment and Corporate Banking at BMO Nesbitt Burns. Prior thereto, he was brought in as Chairman and CEO of an underperforming Royalty Trust which was subsequently sold to Direct Energy Marketing, which Mr. Hurtubise joined as Executive Vice-President and CFO until its sale to Centrica, a large UK based energy marketing company. In 1994, he joined and subsequently became President and CEO of Grad & Walker Energy Corporation, which was acquired in 1997. Prior to Grad & Walker, Mr. Hurtubise had been with Nesbitt Thomson's Investment Banking Group for six years.

Mr. Hurtubise holds a BComm from the University of Calgary, an MBA from the Schulich School of Business at York University in Toronto, is a Chartered Financial Analyst charter holder and member of the Association for Investment Management and Research.

He currently is a member of the Executive Committee and Board of Directors of the Alberta Children's Hospital Foundation and of the Calgary Zoological Society. He sits on the board of Direct Cash Income Fund, Eaglewood Energy Inc. and is a member of the Advisory Board of Marsh Canada Limited.
Jack C. Lee, B.A., B. Comm, ICD.D

Corporate director since October 1, 2002. Currently Vice Chairman of Penn West Energy Trust the largest conventional oil and gas trust in Canada with current production of approximately 200,000 boepd. Prior thereto was Chairman of Canetic Resources Trust and President and Chief Executive Officer of Acclaim Energy Inc. a predecessor of Canetic and prior thereto President and Chief Executive Officer of Danoil Energy Ltd, a predecessor of Acclaim. Mr. Lee has been involved in the start-up of a number of successful oil and gas companies. He began his career as a Landman with Amoco in 1973. He was a Vice President of Sceptre Resources Ltd. In 1979 he participated in the start up of Gane Energy Ltd a predecessor to Northstar Energy Ltd and was President and CEO. In 1994 he co-founded Independent Energy Inc. He was one of the founders of Cabos Resources which was acquired by Danoil. Mr. Lee is also a director of Darian Resources Ltd. and Gryphon Petroleum Corp. private oil and gas companies.



Board Policies

It is the policy of the Board of Directors that the Board at all times reflect the following characteristics:

• Each Director shall at all times represent the interests of the shareholders of the Company.
• Each Director shall at all times exhibit high standards of integrity, commitment and independence of thought and judgment.
• Each Director shall dedicate sufficient time, energy and attention to ensure the diligent performance of his or her duties, including by attending shareholder meetings and meetings of the Board and Committees of which he or she is a member, and by reviewing in advance all meeting materials.
• The Board shall encompass a range of talent, skill and expertise sufficient to provide sound and prudent guidance with respect to all of the Company's operations and interests.

General

The Board of Directors believes that good corporate governance improves corporate performance and benefits all shareholders. The Canadian Securities Administrators (the "CSA") have adopted National Policy 58-201 Corporate Governance Guidelines, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Corporation. In addition, the CSA have implemented National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101"), which prescribes certain disclosure by the Corporation of its corporate governance practices. This disclosure is presented below.

Board of Directors

Composition of the Board of Directors

The Board of Directors is comprised of seven (7) directors, of whom each of Messrs. Nobbs, Summers, Wormsbecker and Zammit are independent for the purposes of NI 58-101, so that a majority of the directors are independent. Messrs. Payne, Carson and. Gunn are not independent as they are executive officers of the Corporation.

Mr. Summers is the Chairman of the Board of Directors of the Corporation and an independent director and is responsible for chairing meetings of the Board of Directors. As Chairman of the Board of Directors, he is responsible for providing direction to the Board of Directors in overseeing operations and strategic planning. To that end, he calls meetings of Board of Directors as required between the regularly scheduled quarterly meetings, as issues of substance arise. He is readily available for consultation with the Corporation’s Chief Executive Officer and Chief Financial Officer.

There are no special structures or processes in place to facilitate the functioning of the Board of Directors independently of the Corporation’s management. However the independent directors are given full access to management so that they may express their own views and communicate their expectations of the management.

Committees

The Board of Directors has appointed an Audit Committee, a Remuneration Committee, a Corporate Governance Committee and a Reserves Committee. All of the members of the Audit Committee and the Remuneration Committee are independent outside directors, while the Corporate Governance Committee and the Reserves Committee are each comprised of one independent outside director, and one inside (management) director of the Corporation.

Mandate of the Board of Directors

The Board of Directors mandate includes among other duties and responsibilities: to approve and monitor the strategic, business and financial plans of the Corporation; to supervise performance and succession planning of senior officers; to assess the principal risk factors relating to the business of the Corporation; and to monitor and oversee the integrity of the financial reporting and disclosure. Every Director is required to act honestly and in good faith and in the best interests of the Corporation and to exercise the care, diligence and skill of a reasonably prudent person. Responsibilities not delegated to senior management or to a committee of the Board of Directors remain those of the full Board of Directors.

Audit Committee

The Board of Directors has developed written terms of reference outlining the Audit Committee’s roles and responsibilities and which provide appropriate guidance to Audit Committee members as to their duties. These terms of reference are reviewed annually by the Board of Directors. The Audit Committee reviews the annual and interim financial statements of the Corporation and makes recommendations to the Board of Directors with respect to such statements. The Audit Committee also reviews the nature and scope of the annual audit as proposed by the auditors and management, and the adequacy of the internal accounting control procedures and systems within the Corporation. The Audit Committee is responsible for ensuring that management has implemented an effective system of internal control and has oversight responsibility for management reporting on internal control.

The Corporation’s full disclosure with respect to its Audit Committee (including the full text of the Audit Committee Charter) prepared in accordance with Multilateral Instrument 52-110 Audit Committees, is included in the Corporation’s annual information form ("AIF") dated April 30, 2007 and is incorporated herein by reference. A copy of the Corporation’s AIF can be found on SEDAR at www.sedar.com, or may be obtained on request from the Chief Financial Officer of the Corporation at Suite 1600, 311 - 6th Avenue S.W., Calgary, Alberta, T2P 3H2, Canada, Phone: (403) 668-9599 or Fax: (403) 234-7722.

Reserves Committee

The Board of Directors has appointed a Reserves Committee. The Board of Directors has established a mandate for the Reserves Committee, which includes periodic review and updating of the Corporation’s internal reserves data, meeting with the Corporation’s independent reserves evaluators, independent of management and reviewing the way the Corporation’s reserves information is evaluated and presented.

The Reserves Committee is comprised of Messrs. Wormsbecker (Chairman) and Carson each of whom have the relevant experience in the oil and gas exploration and development industry. The members of the Reserves Committee meet with the Corporation’s independent engineers, review the reserve report, review the Corporation’s procedures for providing, assembling and reporting information associated with the Corporation’s oil and gas activities and assist in preparation of required securities law filings related to such matters.

Remuneration Committee

The Remuneration Committee, whose role is to assist the Board of Directors of directors in fulfilling its obligations relating to executive management and human resource matters, makes recommendations to the Board of Directors including evaluation of the Corporation’s senior management, compensation for awarding stock options, organization structure, management development and succession, employee benefits and pension plans, directors’ compensation and such other matters as may be determined by the Board of Directors. Members of this committee include Messrs. Nobbs (Chairman), Zammit and Summers.

Corporate Governance Committee

The Corporate Governance Committee has approved a mandate with includes among other duties and responsibilities: monitoring the effectiveness of the system of governance within the Corporation; assessing the effectiveness of the Board of Directors as a whole, committees of the Board of Directors and the contributions of individual members; and identifying, recommending, orienting and educating new directors. The Corporate Governance Committee is comprised of Messrs. Gunn and Zammit.

The Board of Directors considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board of Director’s duties effectively and to maintain a diversity of view and experience.

Orientation and Continuing Education of Board Members

New Board members receive an information package which includes reports on operations and results, and public disclosure filings by the Corporation. Board committee meetings are sometimes held at the Corporation’s facilities and are combined with presentations by the Corporation’s management and employees to give the directors additional insight into the Corporation’s business. In addition, management of the Corporation makes itself available for discussion with all Board members.

Measures to Encourage Ethical Business Conduct

The Board of Directors has not yet adopted a written code of business conduct and ethics, except relating to trading in securities and non-public information of companies and whistleblower policies. The Board of Directors encourages and promotes a culture of ethical business conduct through various measures including the following. The Board of Directors discourages transactions involving related parties. To the extent that such transactions arise, full disclosure is required in accordance with the provisions of the ABCA, the corporate statute governing the Corporation. Conflicts, if any, will be subject to the procedures and remedies under the ABCA. The Board of Directors has delegated to executive management the appropriate financial and operational authority to execute the approved annual budget and operating plan.