SPARTEX OIL ^ GAS LIMITED Head and Principal Office- Suite University A\cni;c TORONTO. ONTARIO

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1 . /7 SPARTEX OIL ^ GAS LIMITED Head and Principal Office- Suite University A\cni;c TORONTO. ONTARIO ijhe Company vvav incorporated under the laws of t/ic Province of Ontario by Letters Patent dated 2 September, 196, as amended hy Supplementary Letters Patent doled 7 July, i 970 and Articles oj Amendment i-y/mm 1 9 July ) NEW OFFERING: 260,000 COMMON SHARES Without Par Value Number of shores underwritten Number of shores under option Price per shore Moxlmum offering price per shore Net proceeds to the Compony 13,000 7,000 0,000 1* 20* 2* 30* 40* 0* 120,20 S 1,000 12,00 SECONDARY OFFERING: There is a secondary offering of 90,700 shares, the proceeds of which will accrue to the selling shareholder and not to the Treasury of Ihe Company. No shares of the secondary offering will bc offered until all of the underwritten and optioned shares have been sold. Particulars of the secondary offering, selling shareholders, present and post offering holdings are set forth under subject heading "Secondary Offering". There is no market for ihe securities offered. The purpose of the offering is to provide funds to finance an expanded exploration and development program as recommended by its consulting engineer as well as ordinary operating expenses. The particulars are set forth under subject headings "Business and Property" and "Use of Proceeds". The 260,000 common shares newly offered under this prospectus are for the account of the Underwriter and such other registered dealers as may fror.i lime to time purchase from it the securities offered iicreunder. and the 90,700 shares constituting the secondary offering are also for the account of the Underwriter, all as set forth under subject headings "Plan of Offering" and "Secondary Offering". THE SECURITIES OFFERED ARE SPECULATIVE REGISTRAR AND TRANSFER AGENT GUARANTY TRUST COMPANY OF CANADA 88 University Avenue, Toronto, Ontario - O o PROSPECTUS Dated 1 December, 1971 No Securities Commission or similar authority has in any way passed upon the merits of the securities offered hcrcundcr and any representation to the contrary is an offence. UNDERWRITER/OPTIONEE NORWICH INVESTMENTS LIMITED 8K University Avenue Toronto. Ontario

2 41lieNIEei16 SCADDING 26A1 DAVIS 010C TABLE OF CONTENTS Head Office Registrar and Transfer Ageni Business and Property.. Former Properties and Interests Present Properties and Interests x Lcaseholdings and Interests Acquisition of Property Interests Plan of Offering. Secondary Offering.... Prior Sales '.. Share Capitalization.. Use of Proceeds... Principal Holders of Securities.. Escrowed Shares. Purchasers' Right of Withdrawal and Rescission..... Promoter * Interest of Management and Others in Material Transactions Directors and Officers. Remuneration of Directors and Senior Officers.. Auditors. Material Contracts Financial Statements Other Material Facts Page Cover Cover l l

3 SPARTEX OIL is: uisim.ss AND PKUPF.HTY GAS LIMITED lolloping incorporation in tin- Pnnince ut Om.mo b) IAIUT^ Patent dated 2 September the Company earned nut exploration work on lour j.*ioup* of miniik1 claims 'i wo ercups were located in the Porcupine Miniii;.1. Division inui (Mie r.roup in ilie Midburv MiniiiL' Division i'f ilie Province of Oninrio. One group was located in the (iaspe Area. Province of Oiiebec. I hcsc properties.ire no longer held In the Company and the particulars of acquisition and work carried out thereon aie set lorth under subheading "Former Properties and Interests". l or several years the Company was inactive, until Supplementary Letters Patent dated 6 July were issued changing its name from Kayjon Minerals Limited to Spartcx Oil i: Gas Limited. Its objects were expanded in order that it might acquire, own. lease and develop oil and gas lands. Particulars of leases, exploration work already completed thereon, and proposed further exploration work arc as set forth under subheading "Present Properties and Interests" and heading "Acquisition of Property Interests". By Articles of Amendment which became effective on 19 July, the issued and unissued shares of the Corporation were changed from shares with a par value of SI.00 to shares without par value. Former Properties and Interests Twenty-five unpatcnted mining claims in the Township of Robb. Porcupine Mining Division. Province of Ontario, were acquired by the Company in September The vendor was John Harper Scott, 4 Balliol Street. Toronto, Ontario, and the consideration for the purchase of these claims was the allotment and issue of 70,000 treasury shares of the Company, of which 909f were escrowed. Following the expenditure of approxi mately S in exploration, the claims were allowed to lapse. In June, 1966 the Company acquired from John Harper Scott two groups of mining claims. One, consisting of nine claims, was located in the Township of Hurdman. Porcupine Mining Division, Province if Ontario. The other, consisting of 18 claims, was located in the Township of Dcvillc, County of Gaspc North, Province of Quebec. These two groups of claims were acquired for a nominal consideration of S 1.00 each. Exploration work to the extent of S was carried out on the Hurdman Township claims and geophysical and geochemical work to the extent of approximately S was carried out on the Deville Township claims. Following this work both groups of claims were permitted to revert to the Crown. In December. 1966, nine unpatcnted mining claims in the Townships of Scadding and Davis, Sudbury Mining Division, Province of Ontario, were acquired from John Harper Scott for the sum of S l , being Mr. Scott's out of pocket expenses incurred in acquiring the claims. In February, 1967, three additional unpatcnted mining claims in the Township of Davis were acquired from John Harper Scott for the sum of S600.00, representing Mr. Scott's out ol pocket expenses incurred in their acquisition. During initial exploration program on the Scadding ami. Da vis Township claims an additional five un patcnted claims were staked in the Township of Davis, 'l hcsc claims were to protect the apparent extension of an anomaly, and cost Following the expenditure of approximately S on exploration of the 17 claim Scadding and Davis group, the claims were abandoned. Present Properties nnd Interests Upon reactivation in June, the Company acquired Petroleum Oil and Gas leases in the Townships of Dawn and Euphemia, Lambton County, Province of Ontario, and the Township of Southwold, Elgin County, Province of Ontario. The original leases constitute five separate groups and cover approximately 1,483 acres. Subsequently leases covering an additional 260 acres in Euphemia Township and 18 acres in the Township of Southwold were obtained on 3 February and 20 August for and S respectively, plus leasing agents expenses. The original recommendations of the Company's consulting engineer, consisting of the drilling of two test wells, have been carried out. The deeper of the two wells was drilled on the Easterly group of leases in Euphemia Township. The well, which was drilled to an approximate depth of 1,461 feet, encountered no indication of oil or gas. The second well, a shallow well, was drilled to an approximate depth of 429 feel. This well was located on the second most westerly group of leases in Lots 16 and 17, Concession IV in the Township of Euphemia, This well encountered minor shows of oil and gas. The Company's consulting engineer has recommended an expanded program involving the drilling of two further test wells on the most westerly group of leases located in the Townships of Dawn and Euphemia.

4 SPARTEX OIL b G AS LIMITED {Formerly Kayjon Minerals Limited) DEFERRED EXPLORATION EXPENDITURES FOR THE PERIOD FROM INCEPTION (SEPTEMBER 2, 196) TO DECEMBER 31, 19G6, FOR THE YEARS ENDED DECEMBER 31, 1907, 1968, 1969 AND 1970 AND FOR THE EIGHT MONTHS ENDED AUGUST 31, 1971 (Unaudited) WITH COMPARATIVE FIGURES FOR THE EIGHT MONTHS ENDED AUGUST 31,1970 (Unaudited) SCHEDULE "A" ~ Page l h Township, Ontario (iovcrnmcnt Fees and Taxes... (iiiutnmcnl Surveys (isophysical und Geological Sampling Consiillant Fees and Expenses Hurdman Township, Ontario (isophysical Surveys. t tiiimiliini; Foes and Expenses l ccs and luxes Dvtillc 'I'ownship, Surveys Sampling i-cs and F. l ccs and Taxes Scudding ft Davis Townships, Ontario Di.iiinmd Drilliny (icupliysical Surveys CoiiMiliini; l ccs and Expenses (iu\criimciit Tecs Assaying t Months 8 Months Ended Ended Year Ended Year Ended Year Ended Year Ended AUK. 31/71 Aug. 31/70 Dec. 31/70 Dec..11/69 DCC.31/6X Dec. 31/67 (unaudited) (unaudited) S : ' 1, S ,402. 9,842.,447. 3, Sepl. 2/6 lo Dec. 3 1/66 S , ,206. 4,21. 1, ;321. 4,000. 2,(XM). y (Continued on page 12)

5 SPARTEX OIL &C (Formerly Kayjon Minerals Limited) STATEMENT OF DEFICIT G AS LIMITED FOR THE PERIOD FROM INCEPTION (SEPTEMBER 2, 196) TO DECEMBER 31, 19GC, FOR THE YEARS ENDED DECEMBER 31, 1967, 1968, 1969 AND 1970 AND FOR THE EIGHT MONTHS ENDED AUGUST 31, 1971 (Unaudited) WITH COMPARATIVE FIGURES FOR THE EIGHT MONTHS ENDED AUGUST 31,1970 (Unaudited) I Month! SMooihs, Sept. 2/6 Ended Ended Yew Ended Yew Ended Year Ended Year Ended lo Aug. 31/71.Auj.JlX70 Pec 31/70 Dec. 31/69 Pec. 31/68 JHtt^l/H P*c. jl/6* MINING CLAIMS ABANDONED "(waudjudt (untudlcedt 2 Unpaientcd mining claims in the Township of Robb, Province of Ontario, acquired for 7,000 shares of the. ; i * Company's capital stock valued at....,. ;^ -' 7,000. '- i '. ' ' ** - ( 18 Mining claims, held under licenses, for a nominal '. - - ' ': ; consideration of , '. ' V Unpatented mining claims in the Township of Hurdman, ' -,,, Province of Ontario, acquired for a nominal consideration of * 18 Unpatenicd mining claims in Scadding and Davis Townships, Province of Ontario, acquired for a cash consideration of ,71. Exploration expenditures incurred on above mining claims abandoned , ,81. Administrative expenditures apportioned to above mining claims " S 2,03. 12,019. 4,000. Investigation of property prospects no claims acquired... 1,91. Organization costs written off..,... ^t?p^ - m- Nil Nil Nil 2,03. 4,072" 9,173" """"Nil BALANCE, Beginning.....,, Nil ^ BALANCE, End ,.,. 142,280. SI4?, , , ,24. 9,173. Nil

6 Rathbun Twp.-M Kelly Twp. ' A --M ijhe'^townshl 41110N68116 SCADDING 26A1 DAVIS t OF SCADING ' 900 V, \ i -- ' U--^ ^ r,,..o,o,. 'SUDBURY MtN!NG.,DIVIS(ON t ' - SCALE: 1-lKlCH' 40 CHAINS PATENTED LAND ^T CROWN tanq SALt LEASES' * "" - LOCATED LAND LICENSE OF O CCUPATION. '.m* 4. 6JSS j i SURFACE RIGHTS ROADS RJOADS.. KING'S HIGHWAYS RAILWAYS.: POWER J.INES MARSH OR MUSKEG MINES CANCEtLtn l*" ' f* \ l- iwiirw^i -^ l i/ 3***** ;."'x IS*T*MJ V ^? ^r,.4, r 4OO' Surfoce Rights Reservation around i. art MoJies..on3' rivers. - * : '.J". - - k, Flooding "rightt along the shore of Vtanopttef \ " Xcde and itlond* therein to elevation '--JOO.O?C.-L.O "~--\*lon4t"'in Wanapitei LoK*'withdrawn, taking under Sec. 38 (c) RS of Mining Aa. ' i' V- J:* S*'S-*0 i 349M4 3****M**33 rr-^-% 23*7* 32**t^ I3Z3*II 3Z3ai*, ~ -r*' - A- ~ fs.- ^ DATEOFJSSUS.-^'PR3- ~^"' "* "^r~tt~--/^^;: --i *- -".,':tl... *.-.-: T- l vj^b^'(tferr:k'*-2,v, ^^ ^f^^fwbs