Claritas Pharmaceuticals Inc V.CLAS.H

SPROTT

[trade2win2]

FILED ON SEDAR

REPORT UNDER PART 4

Of

NATIONAL INSTRUMENT 62-103

1. Name and address of eligible institutional investor:

Sprott Asset Management LP (the “Offeror”)

200 Bay Street, Suite 2700, P.O. Box 27

Royal Bank Plaza, South Tower

Toronto, Ontario

M5J 2J1

2. The net increase or decrease in the number or principal amount of securities, and in

the eligible institutional investor’s securityholding percentage in the class of

securities, since the last report filed by the eligible institutional investor under Part

4 or the early warning requirements:

As at January 31, 2011, there is a net increase of 29,173,450 in the holdings of common

shares (the “Common Shares”) and a net increase of 8,732,000 in the holdings of

warrants (the “Warrants”) of Quetzal Energy Ltd. (the “Issuer”). However, an increase in

the aggregate number of currently issued and outstanding shares has resulted in a net

decrease of 5.1% in the Offeror’s securityholding percentage.

3. The designation and number or principal amount of securities and the eligible

institutional investor's securityholding percentage in the class of securities at the

end of the month for which the report is made:

As at January 31, 2011, the Offeror on behalf of accounts fully managed by it, together

with joint actors, exercise control or direction over 55,729,450 Common Shares and

34,618,000 Warrants of the Issuer. See Item 4. Based on the number of currently issued

and outstanding common shares (as reported by the Issuer), and assuming the exercise of

the Warrants, the Offeror together with joint actors exercise control or direction over

14.2% of the issued and outstanding common shares.

4. The designation and number or principal amount of securities and the percentage of

outstanding securities referred to in item 3 over which:

(a) the eligible institutional investor, either alone or together with any joint

actors, has ownership and control:

The Offeror does not own any Common Shares or other securities of the Issuer. Of the

Common Shares referred to above, a total of 1,566,000 Common Shares are beneficially

owned by portfolio managers and a senior executive of the Offeror. The only persons

with whom the Offeror may be deemed by the Securities Act (Ontario) to be acting

jointly and in concert with would be the entities referred to in Item 7 below.

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(b) the eligible institutional investor, either alone or together with any joint

actors, has ownership but control is held by other entities other than the

eligible institutional investor or any joint actors:

None.

(c) the eligible institutional investor, either alone or together with any joint

actors, has exclusive or shared control but does not have ownership:

The Offeror exercises control or direction over 54,163,450 Common Shares and

34,618,000 Warrants referred to above in its capacity as portfolio manager of managed

accounts.

5. The purpose of the eligible institutional investor and any joint actors in acquiring or

disposing of ownership of, or control over, the securities, including any future

intention to acquire ownership of, or control over, additional securities of the

reporting issuer:

The securities described herein are being held for investment purposes. Depending on

market and other conditions, the Offeror may from time to time in the future increase or

decrease its ownership, control or direction over the Common Shares or other securities

of the Issuer, through market transactions, private agreements or otherwise.

6. The general nature and the material terms of any agreement, other than lending

arrangements, with respect to securities of the reporting issuer entered into by the

eligible institutional investor, or any joint actor, and the issuer of the securities or

any other entity in connection with any transaction or occurrence resulting in the

change in ownership or control giving rise to the report, including agreements with

respect to the acquisition, holding, disposition or voting of any of the securities:

None.

7. The names of any joint actors in connection with the disclosure required by this

report:

In addition to the joint actors referred to in Item 4(a) above, the managed accounts of the

Offeror holding Common Shares and Warrants include: Sprott All Cap Fund, Sprott

Canadian Equity Fund, Sprott Growth Fund, Sprott Small Cap Equity Fund, Sprott Small

Cap Hedge Fund, Sprott Bull/Bear RSP Fund, Sprott Hedge Fund L.P., Sprott Hedge

Fund L.P. II, Sprott Master Fund, Ltd., Sprott Master Fund II, Ltd., and certain Sprott

Managed Accounts.

8. If applicable, a description of any change in any material fact set out in a previous

report by the eligible institutional investor under the early warning requirements or

Part 4 in respect of the reporting issuer’s securities:

Not applicable.

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9. A statement that the eligible institutional investor is eligible to file reports under

Part 4 in respect of the reporting issuer:

The Offeror is eligible to file reports under Part 4 of NI 62-103 in respect of the Issuer.

The filing of this report is not an admission that an entity named in the report owns or

controls any described securities or is a joint actor with another named entity.

Dated this 7th day of February, 2011.

SPROTT ASSET MANAGEMENT LP,

by its General Partner, SPROTT ASSET

MANAGEMENT GP INC.

By: “Kirstin McTaggart”

Kirstin McTaggart

Chief Compliance Officer