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Pulse Seismic Inc. Proxy Solicitation & Information Statement 2001

Dec 24, 2001

42873_rns_2001-12-24_527f9e64-b070-4dec-8995-42432ca7bee4.pdf

Proxy Solicitation & Information Statement

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December 24, 2001

Dear Holders of Trust Units of ReQuest Income Trust:

On November 26, 2001, the Board of Trustees of ReQuest Income Trust (“ReQuest” or the “Trust”) and the Board of Directors of Pulse Data Inc. (“Pulse”) jointly announced that Pulse and ReQuest had entered into a business combination whereby Pulse would make an offer (the “offer”) for all of the outstanding ReQuest trust units (“Trust Units”) on a basis of 2.10 common shares of Pulse (“Pulse Shares”) for each Trust Unit.

In order to complete this business combination, the initial step is to make changes to ReQuest’s Declaration of Trust to facilitate Pulse’s ability to acquire all of the Trust Units. Therefore, you are invited to attend a special meeting (the “Meeting”) of holders of Trust Units (“Unitholders”) of ReQuest to be held on the 31[st] day of January 2002 at 10:00 a.m. (Calgary Time) at the 2[nd] Floor Auditorium, Aquitaine Tower, 540 – 5[th] Avenue S.W., Calgary, Alberta.

For your convenience, we have enclosed all of the necessary documents for your consideration in one package. The enclosed documents are as follows:

  • Notice of Meeting – outlines the details of the Meeting, time and location.

  • ReQuest Information Circular – contains a detailed description of the changes proposed to the Declaration of Trust and detailed information relating to the Trust. For the changes to be made, they must be approved by at least 66 2/3% of the votes cast by the Unitholders, attending the Meeting in person or by proxy. A holder of a Trust Unit is entitled to one vote per unit.

  • Form of Proxy – (pink form) to be represented at the Meeting, you must either attend the Meeting in person or sign, date and mail the enclosed form of proxy to the Calgary office of Computershare Trust Company of Canada, Attention: Corporate Trust, so that it is received not later than 10:00 a.m. (Calgary Time) on January 30, 2002. A return envelope addressed to Computershare Trust Company of Canada is enclosed for your convenience.

  • Pulse’s Offer to Purchase and Take Over Bid Circular – contains a detailed description of the Offer and detailed information relating to Pulse and the combined entity. If ReQuest Unitholders’ approval is obtained for the changes required to the Declaration of Trust, the Offer is conditional upon, among other things, at least 66 2/3% of the outstanding ReQuest Trust Units being validly deposited under the Offer and not withdrawn prior to the Expiry Time. Pulse has entered into agreements with certain holders of Trust Units pursuant to which the holders have agreed to tender to the Offer an aggregate of 3,660,020 ReQuest Trust Units, representing approximately 33.3% of the current issued and outstanding Trust Units.

  • Letter of Acceptance – (blue form) this is the document, which a Unitholder uses to accept the Offer and tender the certificates representing its Trust Units to the Offer.

ReQuest Unitholders December 24, 2001 Page 2

  • Notice of Guaranteed Delivery – (green form) this document allows a Unitholder to tender to the Offer in circumstances in which its Trust Unit certificate is not immediately available.

  • ReQuest Trustees’ Recommendation Circular – contains a detailed description of the trustees’ recommendation to the Pulse Offer . FirstEnergy Capital Corp. (“FirstEnergy”) was retained by the Board of Trustees to assist it in considering the Offer and to provide independent financial advice with respect to the Offer. FirstEnergy has provided the Board of Trustees with its opinion that the Offer is fair from a financial point of view to Unitholders. The Board has determined that the Offer is in the best interests of the Trust, is fair to the Unitholders and should be placed before the Unitholders for their approval.

The Board of Trustees unanimously recommends that the Unitholders VOTE IN FAVOUR OF the proposed changes to the Declaration of Trust and ACCEPT the Offer and tender their Trust Units to the Offer prior to the Expiry Time.

Please give this material your careful consideration and if you require assistance, consult your financial, tax, other professional advisors or call our Investor Relations line at 1-866-825-4005.

If you support the transaction, as recommended by the Board of Trustees, it is important that you return a signed form of proxy (pink form), and either a signed letter of acceptance (blue form) (including the certificates for your Trust Units) or if your certificates are not immediately available you must sign and return the Notice of Guaranteed Delivery (green form).

Yours very truly,

(signed) "Jack Peltier" Chairman

(signed) "Ron Chiovetti" President and Chief Executive Officer