DOTZ NANO LIMITED — Capital/Financing Update 2011

Nov 29, 2011

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Placement and Strategic Review November 2011

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Important Notice & Disclaimer

This presentation is not a prospectus nor an offer to subscribe for shares and has not been lodged with the Australian Securities and Investments Commission. Northern Iron Limited and its subsidiaries (“NFE”) makes no representation or warranty (express or implied) as to the accuracy, reliability or completeness of this document. NFE and its directors, officers, employees, advisers and agents shall have no liability (including liability to any person by reason of negligence or negligent misstatement) for any statements, opinions, information or matters (express or implied) arising out of, or contained in or derived from, or for any omissions from this presentation, except liability under statute that cannot be excluded.

This presentation has been prepared by NFE. No party other than NFE has authorised or caused the issue of this document, or takes responsibility for, or makes any statements, representations or undertakings in this presentation. Each of Euroz Securities Ltd (Euroz) and Macquarie Capital (Australia) Limited (Macquarie) and each of their related bodies corporate, directors, employees, servants or agents (Affiliates) make no representation or warranty, express or implied, as to the accuracy or completeness of this presentation. Except for any liability which cannot be excluded by law, each of Euroz and Macquarie and their Affiliates expressly disclaim and accept no responsibility or liability (including liability for negligence) for the contents of this presentation.

This presentation, including the information contained in this disclaimer, is not a prospectus and does not form part of any offer, invitation or recommendation in respect of shares, or an offer, invitation or recommendation to sell, or a solicitation of any offer to buy, shares in the United States, or in any other jurisdiction in which, or to any person to whom, such an offer would be illegal.

Forward-looking statements

This presentation may include forward-looking statements. Forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions, many of which are outside the control of NFE. Actual values, results or events may be materially different to those expressed or implied in this presentation. Given these uncertainties, recipients are cautioned not to place reliance on forward-looking statements. Any forward-looking statements in this presentation speak only at the date of issue of this presentation. Subject to any continuing obligations under applicable law and the ASX Listing Rules, NFE does not undertake any obligation to update or revise any information or any of the forward-looking statements in this presentation or any changes in events, conditions or circumstances on which any such forward-looking statement is based.

No representation or warranty (express or implied) is made by NFE or any of its directors, officers, employees, advisers or agents that any forecasts, projections, intentions, expectations or plans set out in this document will be achieved, either totally or partially, or that any particular rate of return will be achieved.

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Executive summary

• Northern Iron Limited (“Northern Iron” or the “Company”) has completed an offer of approximately 31.25 million new ordinary shares to sophisticated and professional investors at a price of A$0.64 per share to raise approximately A$20 million (“Institutional Offer”).

Equity Raising

• Northern Iron will also conduct a Share Purchase Plan (“SPP”) of up to A$15,000 per shareholder at the same price as the Institutional Offer, capped at A$5 million.

• Proceeds from the Institutional Offer and SPP will be used for working capital purposes during the production ramp up in 2012 and the Strategic Review.

• Northern Iron’s Board of Directors has also decided to undertake a review of the Company’s strategic options with a view to maximising value for all shareholders (“Strategic Review”).

• The Strategic Review will consider corporate and operational strategies and include a review of ownership options available to the Company so as to determine whether a proposal for Northern Iron is available at a price, and on terms, that are in the best interest of all Northern Iron shareholders.

Strategic Review

• The Strategic Review is expected to take some months to complete. The Company has appointed Goldman Sachs to advise the Company on the Strategic Review. In announcing the Strategic Review, the Company cautions that there is no assurance that the Strategic Review will result in any specific transaction. If it does not, the Company’s Board of Directors believes that Northern Iron has a strong basis to continue to develop as a stand alone company and is well positioned to deliver value to shareholders.

• The Company’s major shareholders, Tschudi Mining Company approximately 26.5% and OM Holdings Limited approximately 15.6% (prior to the Institutional Offer), are fully supportive of the Strategic Review. Neither Tschudi Mining Company nor OM Holdings Limited participated in the Institutional Offer.

Trading update

• As reported to the ASX on 7 November 2011: “Investor Update” and 21 November 2011 “Company Update – Financing and Operations”, during the September quarter annualised production rates of 2.2 Mt were regularly achieved, with the overall processing rate being a 12% increase compared to the previous quarter.

• The Company remains confident that its full year production guidance of between 1.45 – 1.55 Mtpa of dry concentrate remains achievable, ramping up to 2.5 Mtpa in 2012.

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Overview of equity raising

• Institutional placement raising approximately A$20 million, comprising

• Approximately 31.25 million new Northern Iron Limited ordinary shares to be issued

• New shares issued will rank equally in all respects with existing ordinary shares from allotment

• Share Purchase Plan (SPP) will be available to eligible shareholders

• SPP is capped at A$5 million for a maximum of $15,000 per eligible shareholder

• SPP booklet to be mailed to eligible shareholders shortly

• Fixed price of A$0.64 per share represents a:

• 7.9% discount to last traded price on 28 November 2011 of A$0.695

• 8.7% discount to 5 day VWAP[1] of A$0.70

• Proceeds from the Institutional Offer and SPP will be used for working capital purposes during the production ramp up in 2012 and the Strategic Review

• Proceeds from the Institutional Offer and SPP in addition to the additional tranche of US$9.0 million made available by DNB Bank under the Company’s pre-existing 6 year term debt facility and improved operating cash flow from the recent recovery in iron ore prices (which are up ~US$20/t to US$136/dmt CIF China from the lows of US$116/dmt CIF China) will be used for working capital purposes.

• It is expected that these funds will enable the Company to maintain an ongoing cash balance of approximately ~US$35 million during the period of production ramp up in 2012 and the Strategic Review.

1.The volume weighted average price for the five trading days to 28 November 2011

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Indicative timetable

Institutional Offer — Institutional Offer opens Tuesday, 29 November 2011 10.00am Institutional Offer closes — Tuesday, 29 November 2011 5.00pm Settlement date — Monday, 5 December 2011 Allotment and listing of New Shares under the — Tuesday, 6 December 2011 Institutional Offer Share Purchase Plan Record date to determine right to participate in — Tuesday, 29 November 2011 Share Purchase Plan — Share Purchase Plan opens Monday, 5 December 2011 Share Purchase Plan closes — Friday, 16 December 2011 Allotment and listing of New Shares under the Share — Friday, 23 December 2011 Purchase Plan

IMPORTANT NOTE: All times and dates in this presentation refer to Australian Eastern Daylight Time (AEDT). The timetable above is subject to change without notice. Northern Iron Limited reserves the right to amend any or all of these dates and times, subject to the Corporations Act, the ASX Listing Rules and other applicable laws.

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Outlook

Production and operational outlook in line with recent ASX announcements:

Financing and working capital

Production

• Northern Iron has accepted an offer from DNB Bank for an additional tranche of US$9.0m available under the Company’s pre-existing six-year term debt facility

• When drawn, the total principal outstanding under the term facility will be US$27.5m

• Approximately US$35m cash balance is expected to be maintained through 2012 ramp up and the Strategic Review

• 2011: expected to total between 1.45 -1.55M dmt of concentrate

• 2012: expect 2.5 Mtpa

• Q42011: US$ 70 - 80/ dmt expected (cash cost expected US$ 65-75 / dmt – excludes inventory and capitalised waste charges).

• October 2011 Actual: US$ 75 / dmt

• Cost reduction initiatives commenced in Q4:

• Mining will be slowed in November and December as considerable ore stockpiles were accumulated in Q3 due to the mill breakdown.

Direct Operating Costs

• Company wide scrutiny of operating practices and costs is expected to deliver further cost reductions

• NFE is targeting Q4 costs at the lower end of the guided range.

• 2012: US$ 55 – 65 / dmt expected

• Improvements against 2011 expected due to increased volumes and cost reductions identified and implemented in Q4 2011 continuing into 2012

— Long Term:

• NFE is currently reviewing the long term operating strategy and assessing productivity and cost benefits that may flow from equipment upsizing, and expects to provide an update in Q1 2012.

• Q4 2011: US$ 4m

• 2012: US$ 32m (US$ 22m expected in the first half)

Capital Expenditure

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Corporate Overview

Company Metrics	As at 30 September 2011	Impact of offer1,2,3	Pro-Forma
Ordinary Shares:	336.1m	34.4m	370.5m
Market capitalisation @ A$0.695	A$233.6	A$22.0m	A$255.6m
Options and Performance rights outstanding	1.75m	-	1.75m
Financial Overview	As at 30 September 2011	Impact of offer1,2,3	Pro-Forma
Cash & Receivables	US$33m	US$21.6m	US$54.6m
Net Debt	US$110m	(US$21.6m)	US$88.4m
Pre-Offer Substantial Shareholders
Tschudi Mining Company	~26.5 %
OM Holdings Ltd:	~15.6 %
IOOF Holdings Ltd:	~7.3 %
Eley Griffiths Group Pty Ltd:	~5.2 %

1. Impact of offer assumes gross proceeds of A$20m is raised in the Institutional Offer and A$2m is raised in the SPP. SPP estimate based on average historical participation and application size of $15,000

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2. Assumed exchange rate of A$0.98

3. Assumes additional DNB Bank facility of US$9.0 million announced on 21 November 2011 is not drawn

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Recent Performance - Physicals

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	Dec’10 Qtr	Mar’11 Qtr	Jun ‘11 Qtr	Sep ‘11 Qtr*
Tonnes Mined	3,069	3,385	3,471	3,706
Crushed (kt)	1,068	1,028	976	780
Milled (kt)	969	925	985	796
Mill Throughput rate (tph)	517	549	588	637
Concentrate Produced (kt)	375	358	368	305
Concentrate Shipped (kt)	288	345	399	339
Iron Grade % Fe	64.6	66.5	67.0	66.8

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• Sept’11 Qtr impacted by a 4 week unplanned maintenance stoppage on the primary mill.

• Debottlenecking program has been delivering a steady improvement in mill throughput rates

• Significant improvements in grade achieved

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Recent Performance - Processing

Planned mill reline completed on Crusher sizing improved schedule. Increasing milling rates Higher grades: bottleneck shifts downstream but concentrate Primary mill outage production at higher level than September

• Concentrate production rates continue to improve:

• First half of Oct’11:

1.7 Mtpa rate

• Second half of Oct’11:

1.9 Mtpa rate

• November 1 – November 26: 2.1 Mtpa rate with 2.2Mtpa being achieved at times (excluding 7 days of planned maintenance concluded on the 16th Nov)

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Recent Performance - Cost

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Forecast

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Operating Costs have been adversely impacted in 2011 but are expected to improve significantly as volume increases.

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• Significant sources of variation include:

• High fixed cost component due to lower than planned production

• Higher maintenance costs than forecast at both the mine and the plant

• Foreign exchange variations

Direct operating costs includes all costs associated with producing iron ore concentrate inclusive of deferred mining and ore stockpile movements though excluding depreciation and amortisation costs.

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Growth – Short to Medium Term

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The Company is executing three streams of work that will result in improved volumes and quality in the first half of 2012

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• Reduction in Oversize from the Secondary and Tertiary Crushers

• Additional screen before the secondary crusher is expected to remove this bottleneck.

• Additional magnetic separation capacity and secondary mill feed upgrade

• Will enable maintenance of sub 5% Silica at higher throughput rates.

• Additional Filtration Capacity

• Expected to be required to guarantee the required moisture at the higher through put rates.

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Freight Reduction

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Two significant opportunities exist for the company to reduce freight costs:

• Port Upgrade to handle larger vessels

• Short term project to handle vessels of up to 120,0oot

• Longer term project assessing an upgrade to handle cape size vessels

• Increasing volume on the Northern Sea Route

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• In 2010 5 commercial voyages used the route (1 NFE)

• In 2011 35 commercial voyages used the route (0 NFE)

• Use of the route approximately halves the voyage time to Northern China.

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Medium to Long Term

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Northern Iron is pursuing options to increase product quality and to double production

Higher Quality Concentrate

SVG[1] metallurigcal consultants have identified conceptual pathways to significantly improve c0ncentrate quality in the medium term:

• Sub 4% Silica using mechanical and magnetic classification (expected 2013)

• Sub 2% Silica using flotation (expected 2014 – providing an approved waste handling and storage method is identified)

Doubling Production

SVG is pursuing a project to double the capacity of the plant to 5.6 Mt of dry concentrate per annum

• New planning and environmental permits required

• Engineering scoping study underway

• Resource / Reserve upgrade underway

• Marketing strategy for 2015 onwards being reviewed

1. SVG is Northern Iron’s 100% owned Norwegian subsidiary: Sydvaranger Gruve AS

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Expansion - Permitting and Approvals

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The Company requires 2 significant government approvals to proceed with the expansion:

• Local Government land use approval

• Environmental permits for the increase in mineral and other waste emissions

• To obtain these approvals the following activities and timeline is expected:

• Approval of the Scope of Work for the Environmental and Social Consequences Investigation – Q1 2012

• Completion of the Consequences Investigation and submission of the applications and reports – Q2 2013

• Decision from local government and national environment agency on land use and emission applications – Q4 2013

The Company has appointed Norconsult AS and Wergeland/Apenes to assist it with the preparation of the applications.

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Expansion – Scoping Study

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The Company completed a scoping study in 2008 that assessed the feasibility of doubling production at Sydvaranger. Since completion of that report, significant improvements have occurred in the understanding of the processing characteristics of Sydvaranger ore which requires this study to be revisited.

• NFE has appointed mineral processing and engineering firms with extensive magnetite processing experience to undertake the scoping study:

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• Noramco Engineering Corporation of Hibbing, Minnesota

• Barr Engineering of Hibbing, Minnesota

• Noramco and Barr’s scope of work includes:

• Conceptual flowsheet designs

• Tailings handling and disposal options

• Estimated capital and operating costs

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NFE expects the scoping study to be completed in the first quarter of 2012.

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Resource / Reserve Upgrade

Mineral Resource Summary as at 1 March 2011 (at 15% Fe total cut-off grade)	Mineral Resource Summary as at 1 March 2011 (at 15% Fe total cut-off grade)	Mineral Resource Summary as at 1 March 2011 (at 15% Fe total cut-off grade)	Mineral Resource Summary as at 1 March 2011 (at 15% Fe total cut-off grade)	Mineral Resource Summary as at 1 March 2011 (at 15% Fe total cut-off grade)	Mineral Resource Summary as at 1 March 2011 (at 15% Fe total cut-off grade)	Mineral Resource Summary as at 1 March 2011 (at 15% Fe total cut-off grade)		Reserve Summary as at 01 March 2011 (at 15% Fe total cut-off grade)	Reserve Summary as at 01 March 2011 (at 15% Fe total cut-off grade)	Reserve Summary as at 01 March 2011 (at 15% Fe total cut-off grade)
Deposit	Indicated (Mt)	Fe (Total%)	Inferred (Mt)	Fe (Total %)	Total Tonnes (Mt)	Fe (Total %)		Deposit	Probable Reserve (Mt)	Fe (Total%)
								Kjellmannsåsen	14.3	34
Bjørnevatn	152.3	32	138.3	30	290.6	31
								Hyttemalmen	1.5	35
Kjellmannsåsen	15.6	33	4.4	30	20.0	33
								Bjørnevatn*	142.9	32
Fisketind Øst	11.1	31	19.2	31	30.3	31
								Tverdalen	11.2	31
Tverrdalen	20.4	32	26.4	31	46.8	31
Hyttemalmen	1.6	35	1.0	32	2.6	33		Fisketind Øst	6.7	30
Bjornfell			13.6	32	13.6	32		Total	176.6	32
Söstervann			4.7	37	4.7	37
Grundtjern			2.9	34	2.9	34
Fisketind SW			17.5	33	17.5	33
Jerntoppen			17.0	31	17.0	31
Total	201	32	245	31	446	31

• A drilling program commenced in May 2011 aimed at:

• Providing infill drilling data

• Testing a number of greenfield targets within the existing concession area

• Additional resource and reserve upgrades are expected during 2012 as infill drilling converts Inferred to Indicated Resources

• Probable Reserves reported above are as of the 1 March 2011, with the exception of Bjørnevatn which is valid as of 19 May 2011. Mining activity at Hyttemalmen and Kjellmannsåsen has been ongoing since 1 March 2011 resulting in some depletion of these numbers.

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Marketing Strategy

• NFE has signed a sales contract with Tata Steel Europe for the period April 2011 to March 2016.

• TATA Steel has recently locked in a minimum of 1.0 Mtpa per year from 2012-2015, and have requested their full annual buyers option of 0.5Mt for 2012. This means the total offtake quantity is a minimum of 5.2 Mt over the 5 year life of the contract. There is potential to take up to 7.7 Mt if quality improves further.

• TATA Steel has recently requested that NFE moves to current quarter pricing in Q4 2011 in line with recent changes implemented by other iron ore producers. NFE has agreed to this request. TATA Steel will adjust the timing of the rebate amount for Q4 2011. This is expected to have a net negative impact of US$ 2.5m on NFE revenue in Q4 2011.

• In January 2011 NFE signed a 5 year agency agreement with OM Holdings Ltd subsidiary OMS Pte Ltd, to act as its exclusive representative for sales to the Asian market

• NFE controls allocation of tonnages and form of sales contracts

• OMS can purchase as principal

• NFE continues to develop its market in other regions / markets

• In May NFE sold it’s first cargo to GIIC – a pellet plant operator in the Middle East. NFE is continuing a dialogue aimed at securing a long term offtake agreement

• NFE concluded it’s first non-steel making product sale to a European customer in October.

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Competent Person’s Statement

The information in this presentation that relates to mineral resources is based on information compiled by Mr Mark Owen, who is a Chartered Geologist with the Geological Society of London. Mr Owen is employed full time by Wardell Armstrong International (WAI). Mr Owen has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Mr Owen consents to the inclusion in the presentation of the matters based on his information in the form and context in which it appears.

The information in this presentation that relates to Ore Reserves is based on information compiled by Mr Bruce Pilcher, who is a Member of the Australasian Institute of Mining and Metallurgy and is a Chartered Engineer under the Institute of Materials, Minerals and Mining. Mr Pilcher is employed full time by Wardell Armstrong International (WAI). Mr Pilcher has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Mr Pilcher consents to the inclusion in the presentation of the matters based on his information in the form and context in which it appears.

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KEY RISKS

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Key Risks

Introduction	A number of risks and uncertainties, which are both specific to Northern Iron and of a more general nature, may affect the future operating and financial performance of Northern Iron and the value of Northern Iron shares. You should carefully consider the following risk factors, as well as the other information provided to you by Northern Iron in connection with the Offer, and consult your financial and legal advisers before deciding whether to invest in the New Shares. The risks and uncertainties described below are not the only ones facing Northern Iron. Additional risks and uncertainties that Northern Iron is unaware of, or that it currently considers to be immaterial, may also become important factors that adversely affect Northern Iron’s operating and financial performance.
Project throughput and quality	There is a risk that circumstances (including unforeseen circumstances) may cause a delay in implementing the production, quality improvement and expansion timeline. Failure of the project to deliver the expected production, quality improvement and expansion will impact revenue.
Commodity Prices	Northern Iron derives the majority of its revenue from the sale of iron ore concentrate. The price of iron ore may fall as a result of a number of factors beyond Northern Iron’s control, including global supply, decreased demand, currency exchange rates, general economic conditions, regulatory changes and other factors. Northern Iron cannot provide an assurance as to the price it will achieve for its iron ore in the future.
Offtake Agreement	Northern Iron is party to an offtake agreement for the supply of iron ore concentrate from its mining operation in northern Norway. The offtake agreement contains specifications around the quality of concentrate required. There is a risk that Northern Iron may not produce the quality of concentrate required under the offtake agreement which may in turn impact upon the revenue and overall financial performance of Northern Iron.
Production targets and plant availability	Achievement of production targets are dependent on improving plant availability. While significant progress has been made in October and early November, there is no guarantee that production targets/guidance will be met.

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Key Risks

Foreign exchange	The Company intends to convert the bulk of the proceeds of the Offer to Norwegian Kroner (where a large portion of its costs are incurred) on settlement. However, there is a risk that the exchange rate may vary between the date of this Presentation and settlement.
Transportable Moisture Limit	Transportable Moisture Limit (TML) is the maximum amount of moisture that a concentrate can contain that allows it to be safely shipped at sea. If the Company is unable to produce concentrate below its TML the product will not be saleable and the operations of the Sydvaranger Iron Ore Project may become uneconomic.
Mineral Resources Estimates	Mineral Resource estimates (including those contained in this presentation) are expressions of judgement based on knowledge, experience and industry practice. Often these estimates may change significantly when new information becomes available. While the Mineral Resource estimates contained in this presentation are based upon the Competent Persons Reports in compliance with JORC standards, there are numerous uncertainties associated with estimating the quantities and qualities of, and cost to mine, the Mineral Resources.
Major shareholder risk	Northern Iron currently has a number of substantial shareholders on its share register who are supportive of the Strategic Review. There is a risk that these shareholders or other large shareholders may sell their shares at a future date. This could cause the price of Northern Iron shares to decline.
Financing	The Company has a number of covenants contained within its various financing and lease facilities. A consequence of a possible breach of these covenants (without a waiver) may adversely impact Northern Iron’s ability to meet its obligations.

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Key Risks

Litigation risks to Northern Iron may include, but are not limited to, contractual, personal injury, intellectual property disputes, customer claims, and employee claims. If any claim Litigation Risk were to be pursued and be successful it may adversely impact the sales, financial performance or financial position of Northern Iron. Northern Iron ‘s project is subject to Norwegian laws and regulations. Although Northern Iron conducts its operations in a responsible manner and in compliance with all applicable laws and regulations, non-compliance with these could in the worst instance result in the cessation of production and substantial liabilities and penalties. There can be no assurance Regulatory Environment that new laws, regulations or stricter policies, once implemented (prospectively or retrospectively), will not oblige Northern Iron to incur significant expenditure which could have a material adverse effect on Northern Irons business, financial condition and operating results or, in an extreme case, prevent the continuation of operations

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APPENDIX: OFFER JURISDICTIONS

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Jurisdictions

International Offer Restrictions

This document does not constitute an offer of new ordinary shares ("New Shares") of the Company in any jurisdiction in which it would be unlawful. New Shares may not be offered or sold in any country outside Australia except to the extent permitted below.

Canada (British Columbia, Manitoba, Ontario and Quebec provinces)

This document constitutes an offering of New Shares only in the Provinces of British Columbia, Manitoba, Ontario and Quebec (the "Provinces") and to those persons to whom they may be lawfully distributed in the Provinces, and only by persons permitted to sell such New Shares. This document is not, and under no circumstances is to be construed as, an advertisement or a public offering of securities in the Provinces. This document may only be distributed in the Provinces to persons that are "accredited investors" within the meaning of NI 45-106 – Prospectus and Registration Exemptions , of the Canadian Securities Administrators.

No securities commission or similar authority in the Provinces has reviewed or in any way passed upon this document, the merits of the New Shares or the offering of New Shares and any representation to the contrary is an offence.

No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Shares or the resale of such securities. Any person in the Provinces lawfully participating in the offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province. Furthermore, any resale of the New Shares in the Provinces must be made in accordance with applicable Canadian securities laws which may require resales to be made in accordance with exemptions from dealer registration and prospectus requirements.

The Company, and the directors and officers of the Company, may be located outside Canada, and as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon the Company or its directors or officers. All or a substantial portion of the assets of the Company and such persons may be located outside Canada, and as a result, it may not be possible to satisfy a judgment against the Company or such persons in Canada or to enforce a judgment obtained in Canadian courts against the Company or such persons outside Canada.

Any financial information contained in this document has been prepared in accordance with Australian Accounting Standards and also comply with International Financial Reporting Standards and interpretations issued by the International Accounting Standards Board. Unless stated otherwise, all dollar amounts contained in this document are in Australian dollars.

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Jurisdictions

Canada (British Columbia, Manitoba, Ontario and Quebec provinces) (cont)

Statutory rights of action for damages or rescission

Securities legislation in certain of the Provinces may provide purchasers with, in addition to any other rights they may have at law, rights of rescission or to damages, or both, when an offering memorandum that is delivered to purchasers contains a misrepresentation. These rights and remedies must be exercised within prescribed time limits and are subject to the defenses contained in applicable securities legislation. Prospective purchasers should refer to the applicable provisions of the securities legislation of their respective Province for the particulars of these rights or consult with a legal adviser.

The following is a summary of the statutory rights of rescission or to damages, or both, available to purchasers in Ontario. In Ontario, every purchaser of the New Shares purchased pursuant to this document (other than (a) a "Canadian financial institution" or a "Schedule III bank" (each as defined in NI 45-106), (b) the Business Development Bank of Canada or (c) a subsidiary of any person referred to in (a) or (b) above, if the person owns all the voting securities of the subsidiary, except the voting securities required by law to be owned by the directors of that subsidiary) shall have a statutory right of action for damages and/or rescission against the Company if this document or any amendment thereto contains a misrepresentation. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against the Company. This right of action for rescission or damages is in addition to and without derogation from any other right the purchaser may have at law. In particular, Section 130.1 of the Securities Act (Ontario) provides that, if this document contains a misrepresentation, a purchaser who purchases the New Shares during the period of distribution shall be deemed to have relied on the misrepresentation if it was a misrepresentation at the time of purchase and has a right of action for damages or, alternatively, may elect to exercise a right of rescission against the Company, provided that (a) the Company will not be liable if it proves that the purchaser purchased the New Shares with knowledge of the misrepresentation; (b) in an action for damages, the Company is not liable for all or any portion of the damages that the Company proves does not represent the depreciation in value of the New Shares as a result of the misrepresentation relied upon; and (c) in no case shall the amount recoverable exceed the price at which the New Shares were offered.

Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these rights more than (a) in the case of any action for rescission, 180 days after the date of the transaction that gave rise to the cause of action or (b) in the case of any action, other than an action for rescission, the earlier of (i) 180 days after the purchaser first had knowledge of the fact giving rise to the cause of action or (ii) three years after the date of the transaction that gave rise to the cause of action. These rights are in addition to and not in derogation from any other right the purchaser may have.

Certain Canadian income tax considerations. Prospective purchasers of the New Shares should consult their own tax adviser with respect to any taxes payable in connection with the acquisition, holding, or disposition of the New Shares as any discussion of taxation related maters in this document is not a comprehensive description and there are a number of substantive Canadian tax compliance requirements for investors in the Provinces.

Language of documents in Canada. Upon receipt of this document, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the New Shares (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.

Hong Kong

WARNING: This document has not been, and will not be, registered as a prospectus under the Companies Ordinance (Cap. 32) of Hong Kong (the "Companies Ordinance"), nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong by means of any document, other than (i) to "professional investors" (as defined in the SFO) or (ii) in other circumstances that do not result in this document being a "prospectus" (as defined in the Companies Ordinance) or that do not constitute an offer to the public within the meaning of that ordinance.

No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell, such shares in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such shares.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

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Jurisdictions

New Zealand

This document has not been registered, filed with or approved by any New Zealand regulatory authority under or in accordance with the Securities Act 1978 (New Zealand). The securities are not being offered or sold within New Zealand, or allotted with a view to being offered for sale in New Zealand, and no person in New Zealand may accept the placement other than to:

persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money; or persons who are each required to (i) pay a minimum subscription price of at least NZ$500,000 for the securities before allotment or (ii) have previously paid a minimum subscription price of at least NZ$500,000 for securities of the Company ("initial securities") in a single transaction before the allotment of such initial securities and such allotment was not more than 18 months prior to the date of this document.

Norway

This document has not been approved by, or registered with, any Norwegian securities regulator pursuant to the Norwegian Securities Trading Act of 29 June 2007. Accordingly, this document shall not be deemed to constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act of 2007. The New Shares may not be offered or sold, directly or indirectly, in Norway except:

to "professional investors" (as defined in Norwegian Securities Regulation of 29 June 2007 no. 876);

any natural person who is registered as a professional investor with the Norwegian Financial Supervisory Authority (No. Finanstilsynet) and who fulfils two or more of the following: (i) any natural person with an average execution of at least ten transactions in securities of significant volume per quarter for the last four quarters; (ii) any natural person with a portfolio of securities with a market value of at least €500,000; and (iii) any natural person who works, or has worked for at least one year, within the financial markets in a position which presuppose knowledge of investing in securities;

to fewer than 100 natural or legal persons (other than "professional investors", as defined in clauses (a) and (b) above); or

in any other circumstances provided that no such offer of New Shares shall result in a requirement for the registration, or the publication by the Company or an underwriter, of a prospectus pursuant to the Norwegian Securities Trading Act of 29 June 2007.

Singapore

This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This document has been given to you on the basis that you are (i) an existing holder of the Company’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) a "relevant person" (as defined under section 275(2) of the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

Switzerland

The New Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the New Shares may be publicly distributed or otherwise made publicly available in Switzerland. Neither this document nor any other offering or marketing material relating to the New Shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of New Shares will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA). This document is personal to the recipient only and not for general circulation in Switzerland .

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Jurisdictions

United Arab Emirates

Neither this document nor the New Shares have been approved, disapproved or passed on in any way by the Central Bank of the United Arab Emirates, the Emirates Securities and Commodities Authority or any other governmental authority in the United Arab Emirates, nor has the Company received authorization or licensing from the Central Bank of the United Arab Emirates, the Emirates Securities and Commodities Authority or any other governmental authority in the United Arab Emirates to market or sell the New Shares within the United Arab Emirates. No marketing of any financial products or services may be made from within the United Arab Emirates and no subscription to any financial products or services may be consummated within the United Arab Emirates. This document does not constitute and may not be used for the purpose of an offer or invitation. No services relating to the New Shares, including the receipt of applications and/or the allotment or redemption of such securities, may be rendered within the United Arab Emirates by the Company. No offer or invitation to subscribe for New Shares is valid or permitted in the Dubai International Financial Centre.

United Kingdom

Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares. This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of FSMA) in the United Kingdom, and the New Shares may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of FSMA does not apply to the Company.

In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

United States

This document may not be released or distributed in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

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