The document provides an overview of the Capital Pool Company (CPC) program offered by the TSX Venture Exchange. It discusses the objectives and structure of the CPC program, including the seed financing stage, initial public offering stage, and qualifying transaction stage. The presentation also outlines why companies may want to use the CPC program and provides examples of successful CPC graduates.

7. TSX Group of Companies

8. Financing Options

10. Graduate Performance (1 Year prior to Graduation) Does not include NEX. Data Compiled by TSX Group as of August 31, 2005 # of Grads: 45 26 25 24 47 58

11. Total Financings Compiled by TSX Group Inc., as of August 31, 2005 (TSX financing includes supplementary financing) Toronto Stock Exchange TSX Venture $25.2 M $14.3 M $1.0 M $0.6 M Median Deal Size $65.7 M $56.1 M $2.4 M $1.9 M Average Deal Size $32.9 B $47.8 B $3.45 B $4.1 B Total Financings YTD Aug 2005 2004 YTD Aug 2005 2004

15. Unique Listing Vehicle IPO P rocess Qualifying Transaction Listing CPC Process

16. Seed Financing and Prospectus Public Offering Trade as CPC Announce QT File Disclosure Statement Trade as Venture Company CPC Acquires Business Public Financing and CPC Trades Prospectus Receipt Close Transaction Seed President’s List Private Company Private Placement (Institution, Accredited Investor) Identify Qualifying Transaction CPC PLAYERS CPC PROCESS 24 Months Maximum CPC Founders Dealer (CF) Dealer (CF) Advisors Retail Brokers CPC Process & Stakeholders

19. CPC Share Structure Post-IPO $1,100,000 6,000,000 CPC – trading public company $1,000,000 $0.20 5,000,000 Public (prospectus) $100,000 $0.10 1,000,000 Founder (seed) Total Price Shares

21. Ownership of Private Company 12,500,000 Total for Private Company 60% BST 7,500,000 Management Shareholders 40% $0.20 5,000,000 Angel Investor Ownership Price Shares

22. CPC Seed (Founder) = 1.0 M shares @ $0.10 IPO = 5.0 M shares @ $0.20 New TSX Venture Company Qualifying Transaction New Financing = $2.25 M Private Company Angel = 40% Management = 60% Value = $6.25 M Anatomy of a QT

23. Angel $1.1 M 6.0 M Shares 26% New TSX Venture Company Resulting Share Structure Public $1.0 M 5.0 M Shares 21% Private Company Shareholders BST 7.5 M Shares 33% New Financing $2.25 M 4.5 M Shares 20% Market Value of Company: 23.0 M Shares @ $0.50 = $11.5 M

24. Resulting Share Structure $11.5 M $2.25 M $3.75 M $2.5 M $2.5 M $0.5 M Market @ $0.50 20% $2.25 M $0.50 4,500,000 New Financing 21% $1.0 M $0.20 5,000,000 Public $100,000 $0.10 1,000,000 Founder (Angel) BST $1.0 M Invested 100% $0.50 23,000,000 Totals 33% 7,500,000 Private Company Shareholders 26% $0.20 5,000,000 Ownership Price Shares

25. Graduate Performance (1 Year prior to Graduation) Does not include NEX. Data Compiled by TSX Group as of August 31, 2005 # of Grads: 45 26 25 24 47 58

26. Founders’ Reward Upon Graduation $8.1 M $4.86 M Value of Angel’s Shares $1.5 M $1.1 M Initial Investment $0.81 $0.81 Graduates One Year Later – Using average one year price growth for 2004 graduates (61%) $0.50 $0.50 CPC QT Price 10,000,000 6,000,000 Founder (Angel) Shares 440% Not Annualized 342% Not Annualized Return on Investment Scenario 2: Angel Seeds $500,000 Scenario 1: Angel Seeds $100,000

29. When and Why to Consider a CPC Junior Company Wants/Needs + Market Conditions + Critical Success Factors Successful CPC

35. RailPower Technologies Corp. (TSX:P) *CPC listing: Envirotrain Capital Corp. (EC) **Amalgamated with RailPower Technologies Inc. and changed name to RailPower Technologies Corp. PP = Private Placement PO = Public Offering Nov 2000 CPC IPO $0.5 M* July 2001 Completed QT** Listing on OTCbb Dec 2001 PP $1.0 M Jan 2002 PP $0.5 M March 2002 2 PPs $2.5 M July 2003 PP $3.2 M Nov 3003 PP $12.5 M June 2004 PO $20.0 M Dec 2004 PO $41.6 M March 2004 Graduated to TSX

37. Resverlogix Corp. (TSX:RVX) October 2001 CPC Listing: Aspley Management Group Inc. April 2003 QT: Resverlogix Corp. December 2003 PP $200 K SFO $2.0 M April 2004 PP $1.8 M October 2004 PP $400 K December 2004 PP $7.9 M January 2005 PP $3.1 M January 2005 Graduated to TSX PP = Private Placement SFO = Short Form Offering

39. Killam Properties Inc. (KMP) Dec 2000 CPC IPO $0.4 M March 2002 Qualifying Transaction July 2002 PP $0.4 M Nov 2002 PP $5.8 M April 2003 Graduated to TSX Nov 2003 PP $22.0 M June 2004 PP $42.0 M May 2005 PP $57.5 M

42. Appendix Recent Policy Amendments