2. CONFLICTS OF INTEREST
A “conflict of interest” exists when a person’s private interest interferes in any way with
the interests of the Company as a whole. A conflict situation can arise when an employee,
officer or director takes actions or has interests that may make it difficult to perform his or her
Company work objectively and effectively. Conflicts of interest may also arise when an
employee, officer or director, or members of his or her family, receives improper personal
benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations
of, employees and their family members may create conflicts of interest. It is almost always a
conflict of interest for a Company employee to work simultaneously for a competitor, customer
or supplier of the Company. The best policy is to avoid any direct or indirect business
connection with the Company’s customers, suppliers, or competitors, except on the Company’s
behalf."
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Opinions most welcome please......would any parts of the following Insider Relations release fall under the category of "Conflict of Interest"? At least they're fully open and honest regarding Ethical Business Conduct. :)
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Ethical Business Conduct
The Corporation presently has no formal Code of Ethics for its directors and officers.
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
Mr. Chapman is the sole shareholder of Chapman Petroleum Engineering Ltd., an oil and gas engineering
evaluation firm; on July 2005, the Corporation entered into an engineering evaluation services agreement
with Chapman pursuant to which on an as needed basis Chapman would provide oil and gas engineering
and evaluation services to the Corporation.
An officer and director of the Corporation is a 50% shareholder of Transaction Oil & Gas Ventures Inc.
("Transaction”). On April 1, 2007, the Corporation and Transaction entered into a contract operating
agreement, pursuant to which Transaction agreed to provide oil and gas contract operating services to the
Company for its Provost and Noel properties. Under the terms of the contract operating agreement
Transaction was granted a five (5%) percent carried interest in both the Provost and Noel properties.
An officer and a director of the Corporation is a controlling shareholder of Mercury Oil & Gas Ventures
Inc. (“Mercury”). During the year ended March 31, 2008 the Company paid a total of $384,191 to
Mercury which is included in Oil and gas properties. Of this, $300,000 is a refundable deposit. An
additional deposit of $150,000 was made subsequent to year-end.
During the year ended March 31, 2008, the Corporation incurred management fees of $501,000 to
companies controlled by directors; the Corporation also incurred office rent of $67,973 and consulting
fees of $72,372 to a company controlled by a director.
During the year ended March 31, 2009, the Corporation incurred management fees of $240,000 to
companies controlled by directors; the Corporation also incurred office rent of $71,444 and consulting
fees of $151,440 to a company controlled by a director.
During the fiscal year ended March 31, 2008, $7,856 was owing to directors of the Corporation, and
$41,839 was owing to companies controlled by directors; all the amounts are included as part of accounts
payable, and are non-interest bearing with no fixed terms of repayment.
During the fiscal year ended March 31, 2009, $496,306 was owing to directors of the Corporation, and to
companies controlled by directors; all the amounts are included as part of accounts payable, and are noninterest bearing with no fixed terms of repayment.