SPIRE ENERGY LTD.

MATERIAL CHANGE REPORT

Section 146(1) of the Securities Act (Alberta) Section 85(1) of the Securities Act (British Columbia) Section 75(2) of the Securities Act (Ontario)¹

Item 1: Reporting Issuer

Spire Energy Ltd. 1200, 505-3rd Street S.W. Calgary, Alberta T2P 5E9

Item 2: Date of Material Change

April 21, 2002

Item 3: Press Release(s)

Spire Energy Ltd. ("Spire") issued a press release on April 22, 2002 (through CCN Matthews) at Calgary, Alberta, which release disclosed the nature and substance of the material change. A copy of the press release is attached hereto as Schedule "A".

Item 4: Summary of Material Changes

Spire and Quintana Minerals Resources Corp. ("QMR"), an indirect subsidiary of Quintana Minerals Corporation ("QMC"), have reached an agreement pursuant to which QMR has agreed to offer to purchase all of the outstanding common shares ("Spire Shares") of Spire (the "Offer"). QMC has agreed to guarantee the obligations of QMR in connection with the Offer.

Item 5: Full Description of Material Change

On April 21, 2002, Spire, QMC and QMR entered into a pre-acquisition agreement ("Pre-Acquisition Agreement") pursuant to which QMR agreed to make the Offer. The Pre-Acquisition Agreement provides that the Offer is subject to those conditions set forth in Schedule "A" to the Pre-Acquisition Agreement. A copy of the PreAcquisition Agreement is attached hereto as Schedule "B".

1 Reference is made herein to Form 27 under the Securities Regulations (Alberta), Securities Regulations (British Columbia) and Securities Regulations (Ontario).

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Item 6: Reliance on Section 75(3) of the Securities Act (Ontario) or Equivalent Provisions

Not applicable.

Item 7: Omitted Information

Not applicable.

Item 8: Senior Officers

For further information, please contact Gerry R. Bartman, President, at the above mentioned address or at (403) 269-9016.

Item 9: Statement of Senior Officer

The foregoing accurately discloses the material change referred to herein.

DATED at Calgary, Alberta this 24^th day of April, 2002.

SPIRE ENERGY LTD.

Per: “ Gerry R. Bartman ” Gerry R. Bartman President

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Schedule "A"

FOR IMMEDIATE RELEASE

QUINTANA MINERALS CORPORATION. AND SPIRE ENERGY LTD. ANNOUNCE AGREEMENT ON QUINTANA OFFER TO PURCHASE SPIRE SHARES

April 22, 2002

Today in Calgary, Quintana Minerals Corporation (“Quintana”) and Spire Energy Ltd. (“Spire”) jointly announced that they have entered into an agreement pursuant to which an indirect subsidiary of Quintana will make an offer to purchase all of the issued and outstanding common shares of Spire (the “Offer”) for a cash consideration of $2.41 (Cdn) per share. The aggregate value of the Offer, including assumed indebtedness of Spire of approximately $4.5 million (Cdn), is approximately $49.4 million (Cdn). The Offer represents a 10% premium over Spire’s closing share price of $2.20 on The Toronto Stock Exchange on April 19, 2001.

Shareholders of Spire (including two directors) holding approximately 60.2% of the issued and outstanding common shares of Spire (calculated on a diluted basis) have signed agreements pursuant to which they have agreed to unconditionally tender all of their shares to the Offer. Such shareholders are not permitted to withdraw their shares and tender their shares to any other proposal. Such shareholders have also agreed not to, directly or indirectly, make, solicit, initiate, facilitate, encourage or participate in any inquiries, proposals or offers from, or engage in any discussions or negotiations with, any person other than Quintana relating to their shares. In addition, all of the directors and officers of Spire have also agreed to tender all of their shares to the Offer, to exercise all outstanding Spire stock options held by them and to tender the Spire Shares issued to them in respect of such exercise to the Offer.

The Offer has the unanimous support of the Boards of Directors of both Quintana and Spire. In addition, the Board of Directors of Spire has been advised by its financial advisors and has determined unanimously that the Offer is fair, from a financial point of view, to the shareholders of Spire and the Board of Directors of Spire has determined unanimously that the Offer is in the best interests of Spire and its shareholders and will recommend that Spire shareholders accept the Offer.

The agreement provides that Spire will pay Quintana a non-completion fee of $1.2 million in certain circumstances. In addition, Spire has agreed not to solicit further offers, subject to the Board’s fiduciary obligations to Spire’s shareholders, in accordance with the terms of the agreement. The offering circular associated with the transaction is expected to be mailed to Spire’s shareholders shortly and the Offer will expire 35 days thereafter. The Offer is conditional on, among other things, at least 66 2/3 % of the Spire common shares (calculated on a diluted basis) being tendered and receipt of all necessary regulatory approvals and consents, and on conditions customary in transactions of this nature.

Spire is a junior oil and gas company based in Calgary, Alberta that is weighted 100% towards natural gas. The Corporation has focused operations in two gas prone areas in Alberta and holds

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an average 94% working interest in its land base. Spire also owns and operates four gas processing facilities.

Quintana Minerals Corporation is a Houston, Texas based, privately held, internationally focused, oil and gas exploration and production company. The acquisition of Spire is strategic to Quintana’s re-entry into the Canadian oil and gas industry. Spire provides Quintana with a solid platform from which Quintana can launch its short and long-term growth strategies.

BMO Nesbitt Burns Inc. acted as financial advisor to Quintana on this transaction and will act as dealer manger for the bid. Griffiths McBurney & Partners has acted as financial advisor to Spire and has provided an opinion that the Offer is fair, from a financial point of view, to the shareholders of Spire.

For further information, please contact:

Gerry R. Bartman, President

Hal A. J. Metcalfe, Vice-President, Finance

Charles H. Kerr, Vice-President, Land/Legal Warren S. Hawkins, Senior Vice-President

Spire Energy Ltd. Quintana Minerals Corporation Telephone: (403) 269-9016 Telephone: (713) 751-7500 Fax: (403) 269-9017 Fax: (713) 650-0606 Website: www.spireenergy.com

THE TORONTO STOCK EXCHANGE: SEY

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Schedule "B"

PRE-ACQUISITION AGREEMENT

Between

QUINTANA MINERALS CORPORATION

and

QUINTANA MINERALS RESOURCES CORP.

and

SPIRE ENERGY LTD.

Dated as of April 20, 2002

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Page

ARTICLE	1 INTERPRETATION.................................................................................................2
1.1	Definitions..............................................................................................................2
1.2	Singular, Plural. etc. ...............................................................................................4
1.3	Deemed Currency...................................................................................................4
1.4	Headings, etc. .........................................................................................................4
1.5	Date for any Action................................................................................................5
1.6	Governing Law.......................................................................................................5
1.7	Attornment .............................................................................................................5
1.8	Incorporation of Schedules.....................................................................................5
ARTICLE	2 THE OFFER..............................................................................................................5
2.1	The Offer................................................................................................................5
2.2	Spire Directors’ Circular........................................................................................7
2.3	Offer Documents....................................................................................................8
2.4	Outstanding Stock Options ....................................................................................8
ARTICLE	3 PUBLICITY AND SOLICITATION........................................................................9
3.1	Publicity .................................................................................................................9
3.2	Solicitation .............................................................................................................9
ARTICLE	4 TRANSACTIONS FOLLOWING COMPLETION OF THE OFFER...................10
4.1	Second Stage Transaction ....................................................................................10
4.2	Information Circular, Etc. ....................................................................................10
ARTICLE	5 REPRESENTATIONS AND WARRANTIES OF QMR.......................................11
5.1	Organization and Qualification............................................................................11
5.2	Authority Relative to this Agreement ..................................................................11
5.3	No Violations .......................................................................................................11
5.4	Funds Available....................................................................................................12
ARTICLE	6 REPRESENTATIONS AND WARRANTIES OF SPIRE.....................................12
6.1	Organization and Qualification............................................................................12
6.2	Authority Relative to this Agreement ..................................................................12
6.3	No Violations .......................................................................................................13
6.4	Capitalization .......................................................................................................13
6.5	No Material Adverse Change...............................................................................14
6.6	No Undisclosed Material Liabilities ....................................................................14
6.7	Impairment ...........................................................................................................14
6.8	Employee Obligations..........................................................................................15
6.9	Brokerage Fees.....................................................................................................15
6.10	Conduct of Business.............................................................................................15
6.11	Reports .................................................................................................................15

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(continued)

	Page
6.12	U.S. Registration ..................................................................................................16
6.13	Subsidiaries ..........................................................................................................16
6.14	Compliance with Law ..........................................................................................16
6.15	Material Agreements............................................................................................17
6.16	Disclosure.............................................................................................................17
6.17	Employment Agreements.....................................................................................17
6.18	United States Relationship ...................................................................................17
6.19	Employee Benefit Plans .......................................................................................17
6.20	Books and Records...............................................................................................18
6.21	Litigation, etc. ......................................................................................................18
6.22	Reporting Issuer Status.........................................................................................18
6.23	Debt and Working Capital....................................................................................18
6.24	Data and Information ...........................................................................................18
6.25	Engineering Report ..............................................................................................18
6.26	Title Representation .............................................................................................19
6.27	Environmental......................................................................................................19
6.28	Tax Matters ..........................................................................................................20
6.29	Operational Matters..............................................................................................21
6.30	Foreign Corrupt Practices Act..............................................................................23
ARTICLE 7	CONDUCT OF BUSINESS....................................................................................24
7.1	Conduct of Business by Spire ..............................................................................24
7.2	Provision of Information......................................................................................26
7.3	Hedge ...................................................................................................................26
ARTICLE 8	COVENANTS OF SPIRE.......................................................................................26
8.1	Notice of Material Change...................................................................................26
8.2	Non-Completion Fee............................................................................................27
8.3	No Solicitation......................................................................................................27
8.4	Spire Board of Directors ......................................................................................29
8.5	Structure of Transaction.......................................................................................30
ARTICLE 9	COVENANTS OF QMR.........................................................................................30
9.1	Availability of Funds............................................................................................30
9.2	Indemnities...........................................................................................................30
ARTICLE 1	0 MUTUAL COVENANTS.....................................................................................30
10.1	Other Filings.........................................................................................................30
10.2	Additional Agreements ........................................................................................31
ARTICLE 1	1 TERMINATION, AMENDMENT AND WAIVER ............................................31
11.1	Termination..........................................................................................................31

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(continued)

	Page
11.2	Effect of Termination...........................................................................................32
11.3	Amendment..........................................................................................................32
11.4	Waiver..................................................................................................................32
ARTICLE 12	GENERAL PROVISIONS....................................................................................33
12.1	Notices..................................................................................................................33
12.2	Miscellaneous.......................................................................................................34
12.3	Assignment...........................................................................................................34
12.4	Fees and Expenses................................................................................................34
12.5	Severability...........................................................................................................34
12.6	Confidentiality Agreement...................................................................................35
12.7	Investigation.........................................................................................................35
12.8	Counterpart Execution..........................................................................................35
12.9	QMC and QMR....................................................................................................35
12.10	QMC Guarantee ...................................................................................................35

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PRE-ACQUISITION AGREEMENT

THIS AGREEMENT made as of the 20th day of April, 2002,

BETWEEN:

QUINTANA MINERALS CORPORATION , a corporation duly incorporated under and governed by the laws of the State of Texas in the United States of America and having its head and principal office in the City of Houston, in the State of Texas (hereafter referred to as “QMC”)

OF THE FIRST PART,

QUINTANA MINERALS RESOURCES CORP. , (currently, 3065610 Nova Scotia Company) a company duly formed under and governed by the laws of the Province of Nova Scotia in Canada (hereinafter referred to as “QMR”)

OF THE SECOND PART,

and -

SPIRE ENERGY LTD. , a corporation duly incorporated under and governed by the laws of the Province of Alberta and having its head and principal office in the City of Calgary, in the Province of Alberta (hereafter referred to as “Spire”)

OF THE THIRD PART.

WHEREAS QMR has determined to make an offer to acquire all of the outstanding shares of Spire;

AND WHEREAS the board of directors of Spire has determined to unanimously recommend acceptance of the QMR offer to the shareholders of Spire;

AND WHEREAS the board of directors of Spire has determined that it would be in the best interests of Spire and its shareholders to enter into this Agreement;

AND WHEREAS QMC is willing to guarantee the obligations of QMR pursuant to this Agreement in accordance with its terms.

NOW THEREFORE IN CONSIDERATION OF the mutual covenants hereinafter contained and other good and valuable consideration (the receipt and adequacy whereof is hereby acknowledged), the parties hereto agree as follows:

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ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, unless there is something in the subject matter or context inconsistent therewith:

“Act” means the Business Corporations Act (Alberta) as the same has been and may hereafter from time to time be amended;

“Agreement”, “this Agreement”, “herein”, “hereto”, and “hereof” and similar expressions refer to this Agreement, as the same may be amended or supplemented from time to time and, where applicable, to the appropriate Schedules hereto;

“Business Day” means any day excepting a Saturday, Sunday or statutory holiday in Calgary, Alberta;

“Confidentiality Agreement” means the confidentiality agreement dated April 1, 2002 between QMC and Spire;

“diluted basis” means, with respect to the number of outstanding Spire Shares at any time, such number of outstanding Spire Shares calculated assuming that all outstanding options and other rights to purchase Spire Shares are exercised;

“Effective Time” means the time that QMR shall have acquired ownership of and paid for at least the Minimum Required Shares pursuant to the terms of the Offer;

"Environmental Law" means all applicable laws, statutes or regulations, orders, judgments or decrees relating to the protection of the environment or to emissions, discharges or releases of hazardous materials into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of hazardous materials;

“Expiry Time” means the Initial Expiry Time unless the Offer has been extended, in which case it means the expiry time of the Offer as extended from time to time;

“Hedge Contract” means hedge, exchange, swap, options to purchase, call, put, forward sale contract or other similar derivative arrangement;

“Initial Expiry Time” means 8:00 a.m. (Calgary time) on the first Business Day which falls after the 35^th day following the day of the mailing of the Offer Documents to the shareholders of Spire in the Province of Alberta (where the first day of this period is the day immediately following the day of mailing);

“in writing” means written information including documents, files, records, books and other materials delivered or produced to QMR by or on behalf of Spire in the course of conducting its

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due diligence review in respect of Spire and its subsidiaries between April 1, 2002, being the date of the Confidentiality Agreement, and the date of this Agreement;

“Material Adverse Change” means any change (or any condition, event or development involving a prospective change) in the business, operations, results of operations, assets, capitalization, financial condition, licenses, permits, concessions, rights, liabilities, prospects or privileges, whether contractual or otherwise, of Spire or any of its subsidiaries which is materially adverse to the business, operations or financial condition of Spire and its subsidiaries considered as a whole other than a change (i) which is a matter that has prior to the date hereof been publicly disclosed or disclosed in writing to QMR, (ii) resulting from conditions affecting the oil and gas industry as a whole, or (iii) resulting from general economic, financial, currency exchange, securities or commodity market conditions in Canada, the United States or elsewhere;

“Minimum Condition” means the condition set forth in paragraph (a) of Schedule A;

“Minimum Required Shares” means at least that number of the outstanding Spire Shares required pursuant to the Minimum Condition unless QMR shall have waived the Minimum Condition in which case “Minimum Required Shares” means that number of the outstanding Spire Shares which QMR takes up on the Take-up Date which shall not be less than 50% of the issued and outstanding Spire Shares;

“Offer” has the meaning set forth in Section 2. 1 (a);

“Offer Documents” has the meaning set forth in Section 2.3(a);

“Officer Obligations” means any obligations or liabilities of Spire or any subsidiary of Spire to pay any amount to its officers, directors, or employees, other than for salary, bonuses under their existing bonus arrangements and directors’ fees in the ordinary course in each case in amounts consistent with historic practices and, without limiting the generality of the foregoing, Officer Obligations shall include the obligations of Spire or any of its subsidiaries to their respective officers or employees for severance or termination payments on the change of control of Spire pursuant to any executive involuntary severance and termination agreements in the case of officers and pursuant to Spire’s severance policy in the case of employees, in each case as listed in a letter delivered to QMR prior to the date hereof;

“Pre-Tender Agreement” means the pre-tender agreement in the form or substantially in the form of the agreement set forth in Schedule B;

“Second Stage Transaction” has the meaning set forth in Section 4. 1;

“Securities Authorities” means The Toronto Stock Exchange, the appropriate securities commissions or similar regulatory authorities in each of the provinces and territories of Canada and, if applicable, in the United States and each of the states thereof,

“Securities Laws” has the meaning set forth in Section 2.3(a);

“Selling Shareholder” means each of Gardiner Group Capital Limited and Garbell Holdings Limited and “Selling Shareholders” means all of the Selling Shareholders;

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“Spire Governing Documents” means the Certificate and Articles of Incorporation and Bylaws of Spire as constituted on the date hereof,

“Spire Options” means the outstanding options to acquire Spire Shares under the Stock Option Plan;

“Spire Shares” means common shares in the share capital of Spire;

“Stock Option Plan” means the amended stock option plan of Spire currently in effect;

“subsidiary” has the meaning set forth in the Act;

“Superior Proposal” has the meaning ascribed to such terms in Section 8.3(b);

“Take-over Proposal” means a proposal or offer (other than by QMR), whether or not subject to a due diligence condition, whether or not in writing, to acquire in any manner, directly or indirectly, beneficial ownership of all or a material portion of the assets of Spire or any material subsidiary of Spire or to acquire in any manner, directly or indirectly, beneficial ownership or control or direction over more than 20% of the outstanding voting shares of Spire whether by an arrangement, amalgamation, merger, consolidation or other business combination, by means of a sale of shares of capital stock, sale of assets, tender offer or exchange offer or similar transaction involving Spire or any material subsidiary of Spire including without limitation any single or multi-step transaction or series of related transactions which is structured to permit such third party to acquire beneficial ownership of all or a material portion of the assets of Spire or any material subsidiary of Spire or to acquire in any manner, directly or indirectly, more than 20% of the outstanding voting shares of Spire (other than the transactions contemplated by this Agreement); and

“Take-up Date” means the date that QMR first takes up and acquires Spire Shares pursuant to the Offer provided that such take up was in compliance with the terms of the Offer and with Securities Laws.

1.2 Singular, Plural. etc.

Words importing the singular number include the plural and vice versa and words importing gender include the masculine, feminine and neuter genders.

1.3 Deemed Currency

In the absence of a specific designation of any currency, any undescribed dollar amount herein shall be deemed to refer to Canadian dollars.

1.4 Headings, etc.

The division of this Agreement into Articles and Sections, the provision of a table of contents hereto and the insertion of the recitals and headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement and, unless otherwise stated, all references in this Agreement or in the Schedules to Articles, Sections and Schedules refer to

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Articles, Sections and Schedules of and to this Agreement or of the Schedules in which such reference is made.

1.5 Date for any Action

In the event that any date on which any action is required to be taken hereunder by any of the parties hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

1.6 Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.

1.7 Attornment

The parties hereby irrevocably and unconditionally consent to and submit to the courts of the Province of Alberta for any actions, suits or proceedings arising out of or relating to this Agreement or the matters contemplated hereby (and agree not to commence any action, suit or proceeding relating thereto except in such courts) and further agree that service of any process, summons, notice or document by single registered mail to the addresses of the parties set forth in this Agreement shall be effective service of process for any action, suit or proceeding brought against either party in such court. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated hereby in the courts of the Province of Alberta and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forum.

1.8 Incorporation of Schedules

Schedules A to C attached hereto and described below shall, for all purposes hereof, form an integral part of this Agreement.

Schedule A - Conditions to the Offer Schedule B - Form of Pre-Tender Agreement Schedule C - Form of Joint Press Release

ARTICLE 2 THE OFFER

2.1 The Offer

(a) Subject to the terms and conditions of this Agreement, QMR shall mail as soon as practicable but in any event not later than 11:59 p.m. (Calgary time) on April 30, 2002, an offer to purchase all of the outstanding Spire Shares for $2.41 in cash for each Spire Share, which offer shall be made in accordance with Securities Laws and be subject to the conditions set forth in Schedule A hereto (the “Offer”, which term shall include any amendments to, or extensions of, such Offer, including,

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without limitation, increasing the consideration, removing or waiving any condition or extending the date by which Spire Shares may be tendered). The Offer shall be prepared in the English language and if required by applicable Securities Laws, the French language, and in accordance with Securities Laws. QMR shall provide Spire with a draft copy of the Offer Documents prior to mailing for its review and comment.

(b) The Offer shall expire no earlier than the Initial Expiry Time.

Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, QMR shall use reasonable commercial efforts to accept for payment and pay for all Spire Shares validly tendered (and not properly withdrawn) pursuant to the Offer within three (3) Business Days after the Expiry Time. Each of QMR and Spire shall use all commercially reasonable efforts to consummate the Offer, subject to the terms and conditions thereof.

(c) It is agreed that QMR may, in its sole discretion:
(i) waive any term or condition of the Offer for its benefit provided that if QMR takes up and pays for any Spire Shares it shall acquire not less than the Minimum Required Shares; and
(ii) amend any term or condition of the Offer, provided that QMR shall not decrease the consideration to be paid for each Spire Share or modify or impose additional conditions to the Offer in a manner that is adverse to the holders of Spire Shares, provided that an extension of the Offer shall not constitute an adverse modification or amendment to the Offer.
(d) QMR’s obligation to make the Offer as set forth in Section 2. 1 (a) is conditional upon the execution and delivery to QMR, concurrently with the execution of this Agreement, of:
(i) a Pre-Tender Agreement by each of the Selling Shareholders who, in the aggregate, own 7,581,945 Spire Shares representing 44% (calculated on a non-diluted basis) of the outstanding Spire Shares on the date hereof, and
(ii) the Pre-Tender Agreements referred to in Section 2.2(b).
(e) Notwithstanding any of the other terms of this Agreement, QMR shall not be required to make the Offer if, on or before the date QMR would otherwise be required to make the Offer under the terms of this Agreement:
(i) any of the representations or warranties of Spire contained herein shall not be true and correct or Spire shall not have complied with each of its covenants set out herein, in either case the result of which would have a material adverse effect on the benefit of the Offer to QMR; or
(ii) any representation or warranty of any of the Pre-Tender Agreements shall not be true and correct in all material respects or such Selling Shareholder

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shall not have complied in all material respects with its covenants set out therein, in either case the result of which would preclude QMR from completing the Offer or completing a compulsory acquisition or Subsequent Acquisition Transaction (as defined in paragraph (c) of Schedule A) in respect of any Spire Shares not acquired under the Offer, or

(iii) the board of directors of Spire shall have withdrawn its positive recommendation of the Offer, or
(iv) a Material Adverse Change occurs in respect of Spire or circumstances shall exist which would make it impossible for QMR to make the Offer or for one or more of the conditions of the Offer set forth in Schedule A hereto to be satisfied.

The conditions set forth in paragraphs (d) and (e) above are for the sole benefit of QMR and may be waived by QMR at any time.

2.2 Spire Directors’ Circular

(a) Spire hereby consents to the Offer as set forth in Section 2.1 and confirms that its board of directors has unanimously approved the Offer and this Agreement, has determined that the Offer is fair, from a financial point of view, to the holders of Spire Shares and has resolved to unanimously recommend acceptance of the Offer by the holders of Spire Shares, subject to Section 8.3. Spire shall prepare and mail, in the English language and if required by applicable Securities Laws the French language, sufficient copies of a directors’ circular prepared in accordance with Securities Laws. Spire will use reasonable commercial efforts to make the directors’ circular available for mailing with the Offer. The directors’ circular will set forth (among other things) the recommendation of the board of directors of Spire as described above. Spire shall provide QMR with a draft copy of the directors’ circular prior to its finalization for QMR’s review and comment.
(b) Spire confirms that its board of directors has been advised that the directors and officers of Spire and the Selling Shareholders intend to tender their Spire Shares under the Offer and, where applicable, to exercise or otherwise deal with their inthe-money options to acquire Spire Shares and cancel their out of the money options. Spire hereby delivers concurrently with the execution of this Agreement, a Pre-Tender Agreement duly executed by Geoffrey Cumming (and/or 833763 Alberta Inc.) who holds 2,641,000 Spire Shares and options to acquire 55,000 Spire Shares and Gerry R. Bartman and his wife who hold 425,400 Spire Shares and options to acquire an additional 520,000 Spire Shares. The directors’ circular shall reflect the execution and delivery of such Pre-Tender Agreements and the agreement of the directors and officers of Spire and the Selling Shareholders to tender their Spire Shares pursuant to the Offer.
(c) Spire represents that it has obtained advice from Griffiths McBurney & Partners that the consideration to be offered to Spire’s shareholders pursuant to the Offer is

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fair to holders of Spire Shares from a financial point of view and that such financial advisor will provide an opinion to such effect on or before April 24, 2002. The fairness opinion will be attached to or referred to in the directors’ circular referred to in Section 2.2(a).

2.3 Offer Documents

(a) QMR shall file or cause to be filed with the appropriate Securities Authorities an Offer to Purchase and Take-over Bid Circular and the related Letter of Transmittal and Notice of Guaranteed Delivery pursuant to which the Offer will be made (collectively, the “Offer Documents”). The Offer Documents, when filed with Securities Authorities and when mailed to holders of Spire Shares, shall contain (or shall be amended in a timely manner to contain) all information which is required to be included therein in accordance with the Act and any applicable Canadian provincial securities laws, United States securities laws, the “blue sky” or securities laws of the states of the United States and any other applicable law (collectively, the “Securities Laws”).
(b) Spire agrees to provide such assistance as QMR or its agents may reasonably request in connection with communicating the Offer and any amendments and supplements thereto to the holders of the Spire Shares and to such other persons as are entitled to receive the Offer under Securities Laws, including providing lists and updated or supplemental lists of the shareholders of Spire and of the holders of Spire Options and other securities convertible into or exchangeable for Spire Shares and mailing labels with respect to all such holders of securities as soon as possible after the date of this Agreement but in any event no later than the close of business in Calgary on April 24, 2002 and updates or supplements thereto from time to time as may be requested by QMR.

2.4 Outstanding Stock Options

(a) Subject to the receipt of any necessary regulatory approvals, persons holding Spire Options who may do so under Securities Laws and in accordance with the Stock Option Plan shall be entitled to exercise all of their Spire Options and tender all Spire Shares issued in connection therewith under the Offer. The board of directors of Spire shall not, prior to completion of the Offer, grant additional Spire Options pursuant to the Stock Option Plan. It is agreed by QMR that all Spire Options which have been tendered to Spire for exercise, conditional on QMR taking up Spire Shares under the Offer (“Conditional Option Exercise”), shall be deemed to have been exercised concurrently with the take-up of Spire Shares by QMR. Furthermore, QMR shall accept as validly tendered under the Offer as of the Take-up Date all Spire Shares which are to be issued pursuant to the Conditional Option Exercise, provided that the holders of such options indicate that such shares are tendered pursuant to the Offer and provided that such holder agrees to surrender their remaining unexercised Spire Options to Spire for cancellation for no consideration effective immediately after the Take-up Date.

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9 -
(b) Spire and QMR agree that to the extent holders of Spire Options do not exercise them and tender the Spire Shares they receive upon such exercise, Spire may agree with all remaining holders of Spire Options that, in lieu of such persons exercising their Spire Options, Spire will pay to such persons the difference between the exercise price of their in-the-money Spire Options and the purchase price for the Spire Shares under the Offer immediately after the Expiry Time of the Offer in exchange for the termination of their Spire Options and provided that such holder agrees to surrender their remaining unexercised options to Spire for cancellation for no consideration effective immediately after the Take-up Date.
(c) Each of QMR and Spire agrees to use commercially reasonable efforts to encourage and facilitate all persons holding Spire Options to either exercise all of their Spire Options and deposit (and not withdraw) all of the Spire Shares issued in connection therewith under the Offer or surrender all of their Spire Options for cancellation and terminate their rights to exercise such Spire Options prior to the Expiry Time.
(d) Spire represents that under the Stock Option Plan all option entitlements accelerate and vest as a result of QMR making the Offer. Spire shall give prompt and immediate notice of the Offer to all persons holding Spire Options as required by the terms of the Stock Option Plan.

ARTICLE 3 PUBLICITY AND SOLICITATION

3.1 Publicity

(a) Each of QMC, QMR and Spire shall advise, consult and cooperate with the other party prior to issuing, or permitting any of its subsidiaries, directors, officers, employees or agents to issue any press release or other written statement to the press with respect to this Agreement or the transactions contemplated hereby. QMR and Spire shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable law or by obligations pursuant to any listing agreement with a stock exchange and only after using its best efforts to consult the other party taking into account the time constraints to which it is subject as a result of such law or obligation.
(b) Spire, QMC and QMR agree that a joint press release substantially in the form set forth in Schedule C shall be issued immediately following the execution of this Agreement.

3.2 Solicitation

BMO Nesbitt Burns will act as dealer manager (the “Dealer Manager”) in connection with the Offer and solicit acceptances of the Offer.

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ARTICLE 4 TRANSACTIONS FOLLOWING COMPLETION OF THE OFFER

4.1 Second Stage Transaction

If QMR takes up and pays for Spire Shares pursuant to the terms of the Offer, and thereby acquires at least 66 2/3% of the Spire Shares (calculated on a diluted basis), QMR agrees to use all commercially reasonable efforts to acquire, and Spire agrees to use all commercially reasonable efforts to assist QMR in acquiring the balance of the Spire Shares by way of a statutory arrangement, amalgamation, merger, reorganization, consolidation, recapitalization or other type of acquisition transaction or transactions (“Second Stage Transaction”) carried out for consideration per Spire Share not less than the consideration paid pursuant to the Offer. Nothing herein shall be construed to prevent QMR from acquiring, directly or indirectly, additional Spire Shares in the open market or in privately negotiated transactions, in another take-over bid, tender or exchange offer, or otherwise in accordance with Securities Laws (including by way of compulsory acquisition) following completion of the Offer.

4.2 Information Circular, Etc.

Without limiting Section 4.1, Spire agrees that if QMR is required to effect a Second Stage Transaction which requires approval of Spire’s shareholders in a meeting of Spire’s shareholders, Spire shall use all commercially reasonable efforts to take all action necessary in accordance with Securities Laws, other applicable Canadian laws, the Spire Governing Documents and the requirements of The Toronto Stock Exchange or any other regulatory authority having jurisdiction to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable to consider and vote upon the action proposed by QMR or, in the alternative, to delay the annual general meeting currently scheduled for June 12, 2002 to accommodate such action. In the event of such a meeting or meetings, Spire shall use all commercially reasonable efforts to mail to its shareholders an Information Circular with respect to the meeting of Spire’s shareholders. The term “Information Circular” shall mean such proxy or other required informational statement or circular, as the case may be, and all related materials at the time required to be mailed to Spire’s shareholders and all amendments or supplements thereto, if any. QMR and Spire each shall use all commercially reasonable efforts to obtain and furnish the information required to be included in any Information Circular. The information provided and to be provided by QMR and Spire for use in the Information Circular, on both the date the Information Circular is first mailed to Spire’s shareholders and on the date any such meeting is held, shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading and will comply in all material respects with all applicable requirements of law. QMR and Spire each agree to correct promptly any such information provided by it for use in any Information Circular which shall have become false or misleading.

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ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF QMR

As of the date hereof, each of QMC and QMR hereby represents and warrants to Spire as follows and acknowledges that Spire is relying upon these representations and warranties in connection with the entering into of this Agreement:

5.1 Organization and Qualification

QMR is a company duly formed and validly existing under the laws of the Province of Nova Scotia and QMC is a corporation duly incorporated and validly existing under the laws of the State of Texas and each has the requisite corporate power and authority to carry on its business as it is now being conducted.

5.2 Authority Relative to this Agreement

QMR and QMC each have the requisite corporate authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation by QMR and QMC of the transactions contemplated hereby have been duly authorized by their respective boards of directors and no other corporate proceedings on its part are or will be necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by QMR and QMC and constitutes the legal, valid and binding obligation of each of QMR and QMC enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and to general principles of equity.

5.3 No Violations

(a) Neither the execution and delivery of this Agreement by QMR or QMC, the consummation by it of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will: (i) violate, conflict with, or result in breach of any provision of, require any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or result in a right of termination or acceleration under, or result in a creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of QMR or QMC or any of its subsidiaries under, any of the terms, conditions or provisions of (x) the charter or bylaws of QMR or QMC or (y) any material note, bond, mortgage, indenture, loan agreement, deed of trust, agreement, lien, contract or other instrument or obligation to which QMR, QMC or any of its subsidiaries is a party or to which any of them, or any of their respective properties or assets, may be subject or by which QMR, QMC or any of its subsidiaries is bound; or (ii) subject to compliance with the statutes and regulations referred to in Section 5.3(b), violate any judgment, ruling, order, writ, injunction, determination, award, decree, statute, ordinance, rule or regulation applicable to QMR, QMC or any of its subsidiaries (except, in the case of each of clauses (i) and (ii) above, for such violations, conflicts, breaches, defaults, terminations which, or any consents, approvals or notices which if not given or

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received, would not have any material adverse effect on the business, operations or financial condition of QMR, QMC and its subsidiaries taken as a whole or on the ability of QMR or QMC to consummate the transactions contemplated hereby).

(b) Other than in connection with or in compliance with the provisions of Securities Laws and the rules of The Toronto Stock Exchange (i) there is no legal impediment to QMR’s consummation of the transactions contemplated by this Agreement and (ii) no filing or registration with, or authorization, consent or approval of, any domestic or foreign public body or authority is necessary by QMR or QMC in connection with the making or the consummation of the Offer, except for such filings or registrations which, if not made, or for such authorizations, consents or approvals, which, if not received. would not have a material adverse effect on the ability of QMR to consummate the transactions contemplated hereby.

5.4 Funds Available

The aggregate cash consideration payable pursuant to the Offer is available to QMR so that QMR is in a position to pay for all Spire Shares tendered pursuant to the Offer in accordance with the terms of the Offer and as required by applicable Securities Laws.

ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF SPIRE

As of the date hereof, Spire hereby represents and warrants to QMR as follows and acknowledges that it is relying upon these representations and warranties in connection with the entering into of this Agreement:

6.1 Organization and Qualification

Spire is a corporation duly amalgamated and organized and validly existing under the laws of the Province of Alberta and has the requisite corporate power and authority to carry on its business as it is now being conducted. Each of Spire’s subsidiaries is a corporation duly incorporated and organized and validly subsisting under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to carry on its business as now being conducted. Spire and each of its subsidiaries is duly registered to do business and is in good standing in each jurisdiction in which the character of its properties, owned or leased, or the nature of its activities make such registration necessary, except where the failure to be so registered or in good standing would not have a material adverse effect on Spire and its subsidiaries taken as a whole.

6.2 Authority Relative to this Agreement

Spire has the requisite corporate authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by Spire’s board of directors, and no other corporate proceedings on the part of Spire are necessary to authorize this Agreement (except for obtaining shareholder approval in respect of any Second Stage Transaction) and the transactions contemplated hereby. This Agreement has been duly executed

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and delivered by Spire and constitutes the legal, valid and binding obligation of Spire enforceable against Spire in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and to general principles of equity.

6.3 No Violations

(a) Neither the execution and delivery of this Agreement by Spire, the consummation of the transactions contemplated hereby nor compliance by Spire with any of the provisions hereof will: (i) violate, conflict with, or result in breach of any provision of, require any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or result in a right of termination or acceleration under, or result in a creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Spire or any of its subsidiaries under, any of the terms, conditions or provisions of (x) the Spire Governing Documents or (y) any material note, bond, mortgage, indenture, loan agreement, deed of trust, agreement, lien, contract or other instrument or obligation to which Spire or any of its subsidiaries is a party or to which any of them, or any of their respective properties or assets, may be subject or by which Spire or any of its subsidiaries is bound; (ii) subject to compliance with the statutes and regulations referred to in Section 6.3(b), violate any judgment, ruling, order, writ, injunction, determination, award, decree, statute, ordinance, rule or regulation applicable to Spire or any of its subsidiaries (except, in the case of each of clauses (i) and (ii) above, for such violations, conflicts, breaches, defaults, terminations which, or any consents, approvals or notices which if not given or received, would not or would not reasonably be expected to result in a Material Adverse Change or would not have a material adverse effect on the ability of Spire to consummate the transactions contemplated hereby); or (iii) cause the suspension or revocation of any authorization, consent, approval or license currently in effect which would have a material adverse effect on Spire or the ability of Spire or QMR or its nominee to consummate the transactions contemplated hereby.
(b) Other than in connection with or in compliance with the provisions of Securities Laws and the rules of The Toronto Stock Exchange (i) there is no legal impediment to Spire’s consummation of the transactions contemplated by this Agreement and (ii) no filing or registration with, or authorization, consent or approval of, any domestic or foreign public body or authority is necessary by Spire in connection with the making or the consummation of the Offer, except for such filings or registrations which, if not made, or for such authorizations, consents or approvals, which, if not received, would not have a material adverse effect on the ability of Spire to consummate the transactions contemplated hereby.

6.4 Capitalization

As of April 19, 2002, the authorized share capital of Spire consists of an unlimited number of common shares. As of that date, not more than 17,342,219 Spire Shares are issued and outstanding. As of April 19, 2002, the Selling Shareholders are registered on the securities

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register of Spire for its Spire Shares as holders of Spire Shares as follows: Garbell Holdings Limited 2,553,556 and Gardiner Group Capital Ltd. 5,028,389. As of the date hereof, options to acquire an aggregate of 1,269,300 Spire Shares have been granted under the Stock Option Plan. Except as set forth above, there are no options, warrants or other rights (including any rights pursuant to any shareholder rights plans), agreements or commitments of any character whatsoever requiring the issuance, sale or transfer by Spire of any shares of Spire (including the Spire Shares) or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any shares of Spire (including the Spire Shares), nor are there any outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments based upon the book value, income or other attributes of Spire. All outstanding Spire Shares have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights, and all Spire Shares issuable upon exercise of outstanding stock options in accordance with their respective terms will be duly authorized and validly issued, fully paid and non-assessable and will not be subject to any pre-emptive rights.

6.5 No Material Adverse Change

Except as disclosed in writing to QMR prior to the date hereof, since December 31, 2001 (the date of the last audited financial statements of Spire) there has not been any Material Adverse Change.

6.6 No Undisclosed Material Liabilities

Except (a) as disclosed or reflected in the audited financial statements of Spire as at December 31, 2001, previously delivered to QMR, and (b) for liabilities and obligations (i) incurred in the ordinary course of business and consistent with past practice and disclosed to QMR prior to the date hereof, or (ii) pursuant to the terms of this Agreement, neither Spire or any of its subsidiaries has incurred any liabilities of any nature, whether accrued, contingent or otherwise (or which would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of Spire and its subsidiaries) that have constituted or would be reasonably likely to constitute a Material Adverse Change. None of Spire or any of its subsidiaries have entered into any arrangements, directly or indirectly, with any person whereby Spire or any of its subsidiaries have sold or transferred any property and then rented or leased as lessee such property or any part thereof other than as disclosed in the financial statements of Spire or as previously disclosed in writing to QMR. None of Spire or any of its subsidiaries is party to, directly or indirectly, any sale/leaseback transaction or any off-balance sheet financing arrangement other than as disclosed in the financial statements of Spire or as previously disclosed to QMR. There are currently no Hedge Contracts with respect to Spire or any of its subsidiaries or any of their respective assets other than as disclosed in the financial statements of Spire or as previously disclosed in writing to QMR.

6.7 Impairment

Neither the making of the Offer nor the successful completion of the Offer will result in a Material Adverse Change pursuant to or as a result of the provisions of any agreement or arrangement to which Spire or any of its subsidiaries is a party.

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6.8 Employee Obligations

The Officer Obligations do not exceed an aggregate of $610,000 for severance payable to officers and an aggregate of $150,000 payable to other employees. No retention bonuses are payable to any employees, officers or directors of Spire. Other than the Officer Obligations and as disclosed in writing to QMR prior to the date hereof, neither Spire nor any of its subsidiaries is a party to any written or oral policy, agreement, obligation or understanding providing for severance or termination payments to, or any employment agreement with, any person.

6.9 Brokerage Fees

Spire has not retained nor will it retain any financial advisor, broker, agent or finder or paid or agreed to pay any financial advisor, broker, agent or finder on account of this Agreement, any transaction contemplated hereby or any transaction presently ongoing or contemplated, except that Griffiths McBurney & Partners has been retained as Spire’s financial advisors in connection with certain matters including the transactions contemplated hereby. The total consideration payable and other obligations to such firm shall not exceed that set out in a letter dated April 20, 2002 from Spire to QMR.

6.10 Conduct of Business

Since December 31, 2001, neither Spire nor any of its subsidiaries has taken any action that would be in violation of Section 7.1 if such provision had been in effect since such date, other than violations which would not or would not reasonably be expected to result in a Material Adverse Change or would not have a material adverse effect on Spire’s ability to consummate the transactions contemplated hereby.

6.11 Reports

(a) Spire has heretofore delivered, or will promptly on completion deliver to QMR true and complete copies of (i) Spire’s 2001 Annual Information Form, Spire’s Information Circular relating to its 2001 annual meeting of shareholders, Spire’s 2001 Annual Report to shareholders and (ii) all prospectuses or other offering documents used by Spire in the offering of its securities or filed with Securities Authorities since December 31, 2000 and (iii) the consolidated audited financial statements of Spire dated December 31, 2001 previously delivered to QMR. As of their respective dates, such forms, statements, prospectuses and other offering documents (including all exhibits and schedules thereto and documents incorporated by reference therein) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made not misleading and complied in all material respects with all applicable requirements of law. The audited financial statements of Spire and its consolidated subsidiaries publicly issued by Spire, previously delivered to QMR, or included or incorporated by reference in such forms, statements, prospectuses and other offering documents were prepared in accordance with generally accepted accounting principles in Canada (except (i) as otherwise indicated in such financial statements and the notes thereto or, in the case of

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audited statements, in the related report of Spire’s independent accountants or (ii) in the case of unaudited interim financial statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present the consolidated financial position, results of operations and changes in financial position of Spire and its consolidated subsidiaries as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments).

(b) Spire will deliver to QMR as soon as they become available true and complete copies of any report or statement filed by it with Securities Authorities subsequent to the date hereof. As of their respective dates, such reports and statements (excluding any information therein provided by QMR and QMC, as to which Spire makes no representation) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading and will comply in all material respects with all applicable requirements of law. The consolidated financial statements of Spire issued by Spire or to be included in such reports and statements (excluding any information therein provided by QMR and QMC, as to which Spire makes no representation) will be prepared in accordance with generally accepted accounting principles in Canada (except (i) as otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the related report of Spire’s independent accountants or (ii) in the case of unaudited interim financial statements, to the extent they may not include footnotes or may be condensed or summary statements) and will present fairly the consolidated financial position, results of operations and changes in financial position of Spire as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal year end audit adjustments).

6.12 U.S. Registration

Spire is not an investment company registered or required to be registered under the United States Investment Company Act of 1940.

6.13 Subsidiaries

All of Spire’s subsidiaries are wholly-owned by Spire. There are no material subsidiaries of Spire.

6.14 Compliance with Law

Spire and each of its subsidiaries has complied with and is in compliance with all laws and regulations applicable to the operation of its business, except where such non-compliance would not, considered individually or in the aggregate, have a material adverse effect on the business, affairs, operations, assets, prospects or financial condition of Spire and its subsidiaries, taken as a whole, or on the ability of Spire to consummate the transactions contemplated hereby.

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6.15 Material Agreements

There are no agreements material to the conduct of Spire’s and its subsidiaries’ businesses except as previously disclosed in writing to QMR (true and complete copies of which agreements have been provided to QMR) and all such agreements are valid and subsisting and neither Spire nor its subsidiaries, as applicable, are in default under any such agreements.

6.16 Disclosure

Spire has disclosed to QMR in writing on or prior to the date hereof, all information regarding any event, circumstance or action taken or failed to be taken which could or could reasonably be expected to result in a Material Adverse Change.

6.17 Employment Agreements

Other than with the President of Spire and with Spire’s drilling and completion consultant, neither Spire nor any subsidiary is a party to any written employment or consulting agreement or any verbal employment or consulting agreement with a term of more than one year or any written agreement which provides for a payment by Spire, or any subsidiary on a change of control of Spire or severance of employment.

6.18 United States Relationship

Spire does not have actual knowledge that the level of ownership by U.S. holders of Spire Shares equals or exceeds 40% of the total of such outstanding class of securities. The term “U.S. holder” means any person whose address appears on the records of Spire, any voting or other trustee, any depository, any share transfer agent or any person acting in a similar capacity on behalf of Spire, as being located in the United States. Spire satisfies all of the requirements such that QMR is eligible to file a tender offer document in compliance with Rule 14d- 1(b) with the United States Securities and Exchange Commission on Form 14D - 1F.

6.19 Employee Benefit Plans

(a) Neither Spire nor any subsidiary has any employee benefit plans other than: (i) the Stock Option Plan; and (ii) existing health, dental, vision, short and long term disability, life insurance and accidental death and dismemberment plans of general application and agreements and promises contemplated by the Officer Obligations. Neither Spire nor any subsidiary has made any promises with respect to increased benefits under such plans. All contributions (including premiums) required by law or contract to and including December 31, 2001 to have been paid or accrued, under or with respect to such plans, have been paid or accrued as at that date, as the case may be.
(b) Spire has complied, in all material respects, with all the terms of and all applicable laws in respect of the employee compensation and benefit obligations of Spire and its subsidiaries. Spire has never had a pension plan or any plans similar or in lieu thereof.

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6.20 Books and Records

The corporate records and minute books of Spire and each subsidiary have been maintained in accordance with all applicable statutory requirements and are complete and accurate in all material respects, and true and complete copies have been provided to QMR.

6.21 Litigation, etc.

Other than as disclosed to QMR, prior to the date hereof, there are, at the date hereof, no actions, suits or proceedings pending, or to the knowledge of Spire threatened, affecting Spire or any subsidiary before or by any federal, provincial, state, local, foreign, municipal or other governmental department, commission, board, bureau, agency, court or instrumentality, which action, suit or proceeding involves a possibility of any judgment against or liability of Spire or any subsidiary or other person which, if successful, would or would reasonably be expected to result in a Material Adverse Change or would have a material adverse effect on the ability of Spire to consummate the transactions contemplated hereby.

6.22 Reporting Issuer Status

Spire is a “reporting Issuer” in material compliance with all applicable securities laws of the provinces of British Columbia, Alberta and Ontario and the Spire Shares are only listed on The Toronto Stock Exchange.

6.23 Debt and Working Capital

As at March 31, 2002, Spire’s consolidated debt (other than trade debt) did not exceed $4.2 million and its working capital deficiency was not greater than $300,000. Spire is in compliance with all debt and working capital covenants in any lending or credit facility.

6.24 Data and Information

The data and information in respect of Spire and each of its subsidiaries, their respective assets, liabilities, business, operations and capital provided by Spire to QMR was and is accurate and correct in all material respects, as at the respective dates thereof and, taken as a whole, did not and does not now omit any data or information necessary to make any data or information provided not misleading in any material respects as at the respective dates thereof.

6.25 Engineering Report

Spire has provided to Sproule Associates Ltd. (“Sproule”) all material information concerning land descriptions and well data which is in Spire’s possession or control respecting the oil and gas assets evaluated by Sproule in the Sproule Report dated effective December 31, 2001, a copy of which was provided to QMR and, in particular, all material information respecting Spire’s and its subsidiaries interests in such oil and gas assets and the royalty net profits interest and other burdens thereon and except as disclosed to QMR prior to the date hereof, there is not any information not incorporated in the Sproule Report that would have a material adverse effect on the Sproule Report, taken as a whole.

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6.26 Title Representation

Except for assets and other property sold, used or otherwise disposed of since December 31, 2001 in the ordinary course of business for fair value, Spire and each of its subsidiaries have good and defensible title to all their properties, interests in properties and assets, real and personal, reflected in Spire's December 31, 2001 financial statements, free and clear of all liens, charges and encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them other than such imperfections of title as would not have a material adverse effect. All leases pursuant to which any of the Spire or its subsidiaries leases (whether as lessee or lessor) minerals, mineral interests, lands, surface, gas plants, pipelines, facilities and any other real or personal property of whatsoever kind and nature are in good standing, valid and effective with Spire or its subsidiaries entitled to quiet enjoyment as lessee thereunder and there is not, under any such leases, any existing or prospective default or event of default or event which with notice or lapse of time, or both, would constitute a default by any of Spire or its subsidiaries which, individually or in the aggregate, would have a material adverse effect on Spire and in respect to which Spire has not taken adequate steps to prevent a default from occurring. The buildings, gas plants, pipeline facilities and premises of Spire and its subsidiaries that are used in their respective business are in good operating condition and repair, subject only to ordinary wear and tear. All major items of operating equipment of Spire are in good operating condition and in a state of reasonable maintenance and repair, ordinary wear and tear excepted, and are free from any known defects except as may be repaired by routine maintenance and such minor defects as do not substantially interfere with the continued use thereof in the conduct of normal operations.

6.27 Environmental

(a) There has not been:
(i) any order or directive which relates to environmental matters and which requires any material work, repairs, construction, or capital expenditures for which Spire and its subsidiaries will have any liability or responsibility; or
(ii) any demand or notice with respect to the material breach of any environmental, health or safety law applicable to Spire and its subsidiaries or any of their business undertakings, including, without limitation, any regulations respecting the use, storage, treatment, transportation, or disposition of environmental contaminants and which demand or notice remains outstanding or unsatisfied;
(b) There are no material environmental liabilities related to the assets of Spire and its subsidiaries, other than obligations in the ordinary course of business and at ordinary costs in the relevant area to abandon wells when they have ceased to be productive, remove production equipment when they are no longer being used and restore and reclaim the surface sites thereof;
(c) all material environmental and health and safety permits, licenses, approvals, consents, certificates and other authorizations of any kind or nature

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("Environmental Permits") necessary for the ownership, operation, development, maintenance, or use of any of Spire’s assets have been obtained and maintained in effect;

(d) Spire and its subsidiaries, the assets of Spire and of its subsidiaries and the ownership, operation, development, maintenance and use thereof are in material compliance with all Environmental Laws and with all terms and conditions of all Environmental Permits; and
(e) Spire and its subsidiaries have provided QMR with access to all environmental audits, tests, results of investigations and analyses that have been performed by Spire or its agents or consultants within its possession as of the date hereof with respect to any property or facility currently or formerly owned, leased or operated by Spire and its subsidiaries.

6.28 Tax Matters

(a) For purposes of this Agreement, the following definitions shall apply:
(i) The term "Taxes" shall mean all taxes, however denominated, including any interest, penalties or other additions that may become payable in respect thereof, imposed by any federal, provincial, state, local or foreign government or any agency or political subdivision of any such government, which taxes shall include, without limiting the generality of the foregoing, all income or profits taxes (including, but not limited to, federal income taxes and provincial income taxes), capital, payroll and employee withholding taxes, labour taxes, unemployment insurance, social insurance taxes, sales and use taxes, ad valorem taxes, value added taxes, excise taxes, franchise taxes, gross receipts taxes, business license taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, workers' compensation and other governmental charges, and other obligations of the same or of a similar nature to any of the foregoing, which Spire or any of its subsidiaries is required to pay, withhold or collect.
(ii) The term "Returns" shall mean all reports, estimates, declarations of estimated tax, information statements and returns relating to, or required to be filed in connection with, any Taxes.
(iii) In this clause 6.28, Spire shall include Spire, any of its subsidiaries or partnerships of Spire, and any predecessor corporation of Spire or any of its subsidiaries.
(b) All Returns required to be filed by or on behalf of Spire and its subsidiaries have been duly filed on a timely basis and such Returns are true, complete and correct in all material respects. All Taxes shown to be payable on the Returns or on subsequent assessments with respect thereto have been paid in full on a timely

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basis, and no other Taxes are payable by Spire or the Subsidiaries with respect to items or periods covered by such Returns.

(c) Spire has paid or provided adequate accruals in its financial statements for the year ended December 31, 2001 for Taxes, including income taxes, labour taxes and related future taxes, in conformity with generally accepted accounting principles applicable in Canada consistently applied.
(d) For all periods covered by the filed tax returns previously disclosed, QMR has been furnished by Spire true and complete copies of:
(i) relevant portions of income tax audit reports, statements of deficiencies, closing or other agreements received by Spire or on behalf of Spire or any subsidiary relating to Taxes; and
(ii) all federal, provincial, state, local or foreign income or franchise tax returns for Spire.
(e) No material deficiencies exist or have been asserted or threatened, directly or indirectly with respect to Taxes of Spire. Spire is not a party to any action or proceeding for assessment or collection of Taxes, nor has such event directly or indirectly been asserted or threatened against Spire or any of its assets. No waiver or extension of any statute of limitations is in effect with respect to Taxes or Returns of Spire or any subsidiary. Other than as previously disclosed to QMR, the Returns of Spire have not been audited by a government or taxing authority within the last three (3) years, nor is any such audit in process, pending or threatened.
(f) Spire has provided adequate accruals in its financial statements for the years ended December 31, 2001 and 2000 (or, in either case, such amounts are fully funded) for all pension or other employee benefit obligations of Spire arising under or relating to employee benefit plans or agreements or policies maintained by or binding on Spire or any of its subsidiaries.
(g) Spire has fulfilled its obligations to incur and renounce, in accordance with the Income Tax Act (Canada) (the "ITA"), Canadian exploration expenses and Canadian development expenses, as those terms are defined in the ITA, in the full amount of any subscription funds received pursuant to any Subscription Agreements for flow-through shares, as defined in the ITA.

6.29 Operational Matters

(a) Spire and each of its subsidiaries:
(i) is not in breach of or default, nor with the lapse of time or the giving of notice, or both, would be in breach or default, with respect to any of its obligations under any agreement under which any of Spire’s and each of the subsidiaries assets is bound, where such breaches or defaults have or would result in a material adverse effect; and

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(ii) has not given or threatened to give notice of any default under, or made inquiry into any possible default under, or taken any action to alter, terminate, rescind or procure a judicial reformation of, any such agreement;
(b) except for such payment or payments which individually or in the aggregate are not material, all rentals, royalties, excess royalty, overriding royalty interest, production payments, and other payments due and/or payable on or prior to the date hereof under or with respect to the assets of Spire and each of its subsidiaries ("Company Assets"), have been properly and timely paid or accrued for;
(c) except for such payment or payments which individually or in the aggregate are not material, all rentals, payments, and obligations due and payable or performable on or prior to the date hereof under or on account of any of the Company Assets have been duly paid, performed, or provided for prior to the date hereof;
(d) (i) all wells located in or on the lands of Spire or its subsidiaries, or lands pooled or unitized therewith, which have been abandoned by Spire or each of its subsidiaries have been abandoned in accordance with good oil and gas field practices and in compliance with all applicable laws and regulations; and (ii) there are no future abandonment, remediation and reclamation obligations, except as previously disclosed to QMR and for the abandonment, remediation and reclamation obligations for currently producing wells and facilities in the ordinary course of business at costs consistent with costs in relevant areas;
(e) all costs, expenses, and liabilities payable on or prior to the date hereof under the terms of any material contracts and any other material agreement to which Spire or each of its subsidiaries is bound have been properly and timely paid, except for such expenses as are being currently paid prior to delinquency in the ordinary course of business;
(f) Spire has provided to QMR in writing a description of all contracts which provide for the sale of petroleum substances to which Spire or any of its subsidiaries is a party or by which Spire or any of its subsidiaries is bound, and which have a remaining term of more than 90 days and which are not terminable without penalty on notice of 90 days or less;
(g) Spire has provided to QMR in writing a description of all contracts which provide for the transportation of natural gas to which Spire or its subsidiary is a party or by which Spire or any subsidiary is bound, and which have a term of more than 90 days and which are not terminable without penalty on notice of 90 days or less;
(h) all operations in respect of Spire and its subsidiaries' assets, including, without limitation, the drilling, completion and operation of any wells prior to the date hereof, were conducted in accordance with good oilfield practices in all material respects;

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(i) none of Spire’s wells is subject to a material production penalty arising under a contract as a result of an election by Spire or any of its subsidiaries not to participate in a drilling or other operation;
(j) except for production penalties of general application, none of Spire’s wells have been overproduced such that it is subject to a material production penalty which has been imposed under applicable laws and regulations;
(k) Spire and each of its subsidiaries has been receiving the revenues attributable to its interests in accordance with the ordinary practice in the oil and gas industry; where Spire or any of its subsidiaries is taking its production of petroleum substances in kind, such petroleum substances are being delivered to Spire or its subsidiaries or for its account in accordance with the ordinary practice in the oil and gas industry; and
(l) there are no pipeline and production imbalances and penalties as of the date hereof arising with respect to the assets, and
(i) no purchaser is entitled to "make-up" or otherwise take or receive deliveries of hydrocarbons attributable to Spire’s interest or its subsidiaries’ interest in the assets without paying at the time of such deliveries the full contract price therefore;
(ii) no person is entitled to receive any portion of the hydrocarbons or to receive cash or other payments to "balance" any disproportionate allocation of hydrocarbons produced from the assets under any operation agreement, gas balancing or storage agreement, gas processing or dehydration agreement, gas transportation agreement, gas purchase agreement, or other agreements, whether similar or dissimilar; and
(iii) no claim, notice, or order from any governmental authority has been received by Spire or any of its subsidiaries due to hydrocarbon production from the assets being in excess of allowables or similar violations which could result in curtailment of hydrocarbon production from Spire assets after the date hereof.

6.30 Foreign Corrupt Practices Act

There have been no actions taken by or on behalf of Spire, its subsidiaries or any of its affiliates (as that term is defined in the Act), that would cause Spire or any of its subsidiaries or affiliates to be in violation of the United States Foreign Corrupt Practices Act or the Corruption of Foreign Public Officials Act (Canada).

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ARTICLE 7 CONDUCT OF BUSINESS

7.1 Conduct of Business by Spire

Spire covenants and agrees that, during the period from the date of this Agreement until the earlier of either: (1) the Effective Time; or (ii) this Agreement is terminated by its terms, unless QMR shall otherwise agree in writing, except as required by law or in connection with a Takeover Proposal or as otherwise expressly permitted or specifically contemplated by this Agreement:

(a) the business of Spire and its subsidiaries shall be conducted only in, and Spire and its subsidiaries shall not take any action except in, the usual and ordinary course of business and consistent with past practice, and Spire shall use all commercially reasonable efforts to maintain and preserve its business organization, assets, employees and advantageous business relationships;
(b) Spire shall not directly or indirectly do or permit to occur any of the following: (i) amend the Spire Governing Documents; (ii) declare, set aside or pay any dividend or other distribution or payment (whether in cash, shares or property) in respect of its shares owned by any person; (iii) issue, grant, sell or pledge or agree to issue, grant, sell or pledge any shares of Spire or its subsidiaries, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares of Spire or its subsidiaries, other than Spire Shares issuable pursuant to the terms of the Spire Options; (iv) redeem, purchase or otherwise acquire any of its outstanding shares or other securities; (v) split, combine or reclassify any of its shares; (vi) adopt a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or reorganization of Spire; or (vii) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing, except as permitted above;
(c) neither Spire nor any of its subsidiaries has, other than as disclosed in writing to QMR, and shall not, without prior consultation with and the consent of QMR, such consent not to be unreasonably withheld, directly or indirectly do any of the following: (1) sell, pledge, dispose of, lease or encumber any assets having an individual value in excess of $100,000; (ii) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets) any corporation, partnership or other business organization or division thereof, or make any investment either by purchase of shares or securities, contributions of capital (other than to wholly owned subsidiaries) or property transfer, (iii) acquire any assets with an acquisition cost which would exceed (A) $100,000 individually or (B) $500,000 in the aggregate, with the exception of purchases at crown lease sales and freehold lease acquisitions where QMR has consented to such acquisition; (iv) incur any indebtedness for borrowed money, or any other material liability or obligation or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for, the obligations of any other individual or entity, or make any loans or advances, other than the Officer Obligations and fees

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payable to legal advisors in the ordinary course and fees payable to legal and financial advisors in respect of the Offer; (v) renew any existing credit facilities, renegotiate terms of existing credit facilities or notes, issue any debt securities or commit to any new letter of credit; (vi) authorize, recommend or propose any release or relinquishment of any material contract right; (vii) waive, release, grant or transfer any material rights of value or modify or change in any material respect any existing material license, lease, contract, production sharing agreement, government land concession or other material document; (viii) enter into or terminate (other than in accordance with their terms) any hedges, swaps or other financial instruments or like transactions other than pursuant to Section 7.3; (ix) enter into commitments of a capital expenditure nature or incur any contingent liability other than in accordance with the Spire Board approved twenty (20) well budget for the period commencing January 1, 2002, a copy of which has been provided to QMR (and Spire shall not amend such budget); (x) enter into any sale/leaseback transactions or any off-balance sheet financing arrangements; (xi) enter into any non-arm’s length transactions including with any employees of Spire or any of its subsidiaries or transfer any property or assets of Spire or any of its subsidiaries to any employees, except: (A) as may be necessary for the maintenance of existing facilities, machinery and equipment in good operating condition and repair in the ordinary course of business; or (B) as may be required by law; or (xii) authorize or propose any of the foregoing, or enter into or modify any contract, agreement, commitment or arrangement to do any of the foregoing;
(d) neither Spire nor any of its subsidiaries shall create any new Officer Obligations and, except for payment of the existing Officer Obligations (from which Spire shall make appropriate withholdings as required by applicable tax laws), neither Spire nor any of its subsidiaries shall grant to any officer or director an increase in compensation in any form, grant any general salary increase other than in accordance with the requirements of any existing collective bargaining or union contracts, grant to any other employee any increase in compensation in any form other than routine increases in the ordinary course of business consistent with past practices, make any loan to any employee, officer or director, or take any action with respect to the grant of any severance or termination pay arising from the Offer or a change of control of Spire or the entering into of any employment agreement with, any employee, officer or director, or with respect to any increase of benefits payable under its current severance or termination pay policies;
(e) neither Spire nor any of its subsidiaries shall adopt or amend or make any contribution to any bonus, profit sharing, option, pension, retirement, deferred compensation, insurance, incentive compensation, other compensation or other similar plan, agreement, trust, fund or arrangements for the benefit of employees, except as is necessary to comply with the law or with respect to existing provisions of any such plans, programs, arrangements or agreements; and
(f) neither Spire nor any of its subsidiaries shall adopt or establish any retention bonus or similar program for any officers or employees.

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7.2 Provision of Information

Immediately upon the execution of this Agreement, Spire shall provide to QMR information which would allow QMR, subject to the existing confidentiality restrictions pursuant to the Confidentiality Agreement, to quickly and efficiently integrate the business and affairs of Spire with QMR at, but not prior to, the Effective Time (without causing any unreasonable disruptions to Spire’s business or operations prior to the Effective Time) and Spire shall permit:

(a) QMR and its representatives to have reasonable access to Spire’s premises, field operations, records, computer systems, properties, books, contracts, records, employees and management personnel;
(b) QMR and its representatives reasonable access to interview employees of Spire for the purpose of determining which employees will be retained after the Effective Time; and
(c) QMR and its representatives to be informed of the operations of Spire to ensure there is compliance with Section 7.1 hereof.

7.3 Hedge

At the request of QMR, Spire shall forthwith enter into such Hedge Contracts as and when directed by QMR, provided that Spire shall not be required to subject to such Hedge Contracts any more than the following volumes for a period of greater than one (1) year: 7 million cubic feet/day of natural gas. In the event this Agreement is properly terminated by Spire pursuant to paragraph 11.1(b), (c), (d) and (e) hereof by reason of a misrepresentation or breach of any representation, warranty or covenant by QMC or QMR, QMR shall reimburse Spire for the cost to terminate such Hedge Contracts, provided Spire terminates such Hedge Contracts within two (2) days following such termination.

ARTICLE 8 COVENANTS OF SPIRE

8.1 Notice of Material Change

From the date hereof until the termination of this Agreement, Spire shall promptly notify QMR in writing of:

(a) any material change (actual, anticipated, contemplated or, to the knowledge of Spire, threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of Spire and its subsidiaries considered as a whole; or
(b) any change in any representation or warranty set forth in Article 6 which change is or may be of such a nature as to render any such representation or warranty misleading or untrue in a material respect.

Spire shall in good faith discuss with QMR any change in circumstances (actual, anticipated, contemplated or, to the knowledge of Spire, threatened, financial or otherwise) which is of such a

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nature that there may be a reasonable question as to whether notice need to be given to QMR pursuant to this Section 8.1.

8.2 Non-Completion Fee

If at any time after the date of this Agreement (and provided there is no material breach or non-performance by QMR or QMC of a material provision of this Agreement in any respect):

(a) the board of directors of Spire has withdrawn or, in any manner adverse to QMR, redefined, modified or changed any of its recommendations or determinations in respect of the Offer, prior to the Expiry Time of the Offer, or shall have resolved to do so; or
(b) any other bona fide Take-over Proposal for the Spire Shares is publicly announced or commenced, and the board of directors of Spire shall have failed to publicly reaffirm and maintain its recommendation of the Offer to Spire’s shareholders within 10 days after the public announcement or commencement of any such Take-over Proposal; or
(c) the board of directors of Spire shall have recommended that Spire’s shareholders deposit their Spire Shares under, vote in favour of or otherwise accept, a Take-over Proposal; or
(d) Spire shall have entered into any agreement with any person with respect to a Take-over Proposal prior to the Expiry Time of the Offer, (excluding a confidentiality agreement entered into in compliance with Section 8.3); or
(e) another Take-over Proposal is publicly announced, proposed, offered or made to all or substantially all of Spire’s shareholders or to Spire prior to the Expiry Time of the Offer, the Offer shall have expired by reason of the Minimum Condition not having been satisfied and, before or within six months of the Expiry Time of the Offer, such Take-over Proposal (as originally proposed or amended) or any other Take-over Proposal is completed; or
(f) this Agreement is terminated by QMR pursuant to Section 11.1(e);

(any one of the above being a “Fee Event”), then Spire shall immediately upon the occurrence of any such Fee Event and, in any event, within one Business Day, pay to QMR the amount of $1.2 million. Such payment shall be made in immediately available funds to an account designated by QMR. On the date of the earliest Fee Event, Spire shall be deemed to hold such amount in trust for QMR.

8.3 No Solicitation

(a) Spire shall immediately cease and cause to be terminated any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by Spire, any of its subsidiaries or their officers, directors, employees, financial advisors, representatives and agents (“Representatives”) with respect to a Take-over Proposal whether or not initiated by Spire and in

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connection therewith. Spire shall not release any third party from any confidentiality or standstill agreement to which Spire and such third party is a party or amend any of the foregoing and shall exercise all rights to require the return of information regarding Spire previously provided to such parties and shall exercise all rights to require the destruction of all materials including or incorporating any information regarding Spire.

(b) From and after the date hereof, Spire and its subsidiaries will not, and will not authorize or permit any of their Representatives to, directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or participate in or take any other action to facilitate any inquiries or the making of any proposal which constitutes or may reasonably be expected to lead to a Take-over Proposal from any person, or engage in any discussion, negotiations or inquiries relating thereto or accept any Take-over Proposal; provided, however, that Spire may:
(i) engage in discussions or negotiations with a third party who (without any solicitation, initiation or encouragement, directly or indirectly, by Spire, any of its subsidiaries or the Representatives after the date hereof) seeks to initiate such discussions or negotiations and may furnish such third party information concerning Spire and its business, properties and assets which has previously been provided to QMR if, and only to the extent that:
- (A) the third party has first made a bona fide written Take-over Proposal that is financially superior to the Offer and has demonstrated that such proposal constitutes a commercially feasible transaction which could be carried out within a time frame that is reasonable in the circumstances and that the funds or other consideration necessary for the Take-over Proposal are available or are reasonably likely to be available (as determined in good faith in each case by Spire’s board of directors after receiving the advice of its financial advisors) (a “Superior Proposal”) and Spire’s board of directors has concluded in good faith, after considering applicable law and receiving the advice of outside counsel that such action is required by Spire’s board of directors to comply with fiduciary duties under applicable law;
- (B) prior to furnishing such information to or entering into discussions or negotiations with such person or entity, Spire provides prompt notice orally and in writing to QMR and its designated nominee specifying the identity of such person or entity and that it is furnishing information to or entering into discussions or negotiations with such person or entity in respect to a Superior Proposal, receives from such person or entity an executed confidentiality agreement having confidentiality and standstill terms substantially similar to those contained in the Confidentiality Agreement and promptly provides QMR and its designated nominee with a complete copy of such Superior Proposal and any amendments thereto and confirming in writing the determination of

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Spire’s board of directors that the Take-over Proposal if completed would constitute a Superior Proposal;

  - (C) Spire provides prompt notice to QMR at such time as it or such person or entity terminates any such discussions or negotiations;

  - (D) Spire promptly provides to QMR any information provided to any such person or entity whether or not previously made available to QMR; and

  - (E) a failure to respond or act would, in the opinion of the board of directors of Spire, acting reasonably and after receiving the advice of outside counsel, be inconsistent with the performance by the directors of Spire of their fiduciary duties under applicable law;

(ii) comply with applicable Canadian and United States securities laws relating to the provision of directors’ circulars, and make appropriate disclosure with respect thereto to Spire’s shareholders; and
(iii) accept, recommend, approve or implement a Superior Proposal from a third party and withdraw, modify or change any recommendation regarding the Offer, but only (in the case of this clause (iii)) if prior to such acceptance, recommendation, approval or implementation, Spire’s board of directors shall have concluded in good faith, after considering provisions of applicable law and after giving effect to all proposals to adjust the terms and conditions of this Agreement and the Offer which may be offered by QMR during the three day notice period set forth in Section 8.3(c) and after receiving the advice of outside counsel, that such action is required by the board of directors of Spire to comply with fiduciary duties under applicable law.
(c) For a period of three days after Spire has provided QMR with a copy of any Superior Proposal pursuant to Section 8.3(b)(i)(B), the board of directors of Spire shall not resolve to accept, recommend or implement such Superior Proposal or withdraw, redefine, modify or change its recommendation in respect of the Offer, and QMR shall be entitled, within such period, to match such Superior Proposal and where QMR matches such Superior Proposal, such Superior Proposal shall not be accepted by Spire and it shall be deemed to be no longer a Superior Proposal.
(d) Spire shall ensure that the directors, officers and employees of Spire and its subsidiaries and any investment banker or other advisors or representatives retained by Spire are aware of the provisions of this Section 8.3 and shall cause them to comply with such provisions, and Spire shall be responsible for any breach of this Section 8.3 by such directors, officers, employees, investment bankers or other advisors or representatives.

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8.4 Spire Board of Directors

The board of directors of Spire immediately following the acquisition by QMR of more than 50% of the outstanding Spire Shares pursuant to the Offer shall be reconstituted through resignations of all existing Spire directors and the appointment of QMR nominees in their stead. Spire shall, in accordance with the foregoing and subject to the provisions of the Act, assist QMR to secure the resignations of all Spire directors to be effective at such time as may be required by QMR and to use its best efforts to cause the election of the QMR nominees to fill the vacancies so created in order to effect the foregoing without the necessity of a shareholder meeting.

8.5 Structure of Transaction

Spire shall, to the extent reasonable, cooperate with QMR in structuring the acquisition by QMR of Spire in a tax efficient manner, including without limitation, by completing to the satisfaction of QMR, acting reasonably, a possible internal corporate reorganization of Spire involving the transfer of certain assets to one or more partnerships and/or the transfer of certain assets or unincorporated business divisions to separate wholly owned Canadian subsidiary corporations; provided that Spire shall not be required to effect such structuring unless QMC and QMR provides an indemnity in form and substance satisfactory to Spire acting reasonably for any costs, losses and damages associated therewith or such structuring is effected at or after the Initial Expiry Time and QMR has taken up Spire Shares pursuant to the Offer.

8.6 AIF

Spire shall file its 2001 Annual Information Form on or prior to April 28, 2002 in accordance with applicable Securities Laws.

ARTICLE 9 COVENANTS OF QMR

9.1 Availability of Funds

QMR and QMC each covenants and agrees that at all times when the Offer is outstanding, QMR and QMC shall not take any action, or fail to take any action, which would or could result in the representation and warranty set out in Section 5.4 being untrue in any material respect at any time while the Offer is outstanding.

9.2 Indemnities

QMR and QMC each agrees that if it acquires the Spire Shares under the Offer it shall cause each of Spire and its subsidiaries to fulfill its obligations pursuant to indemnities provided or available to past and present officers and directors of Spire and its subsidiaries pursuant to the provisions of the articles, bylaws or similar constating documents of Spire and its subsidiaries, applicable corporate legislation and any written indemnity agreements between any of Spire or its subsidiaries and its current and past directors and officers in the form provided to QMR.

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ARTICLE 10 MUTUAL COVENANTS

10.1 Other Filings

QMR and Spire shall, as promptly as practicable hereafter, prepare and file any filings required under any Securities Law, and the rules of The Toronto Stock Exchange, or any other applicable law relating to the transactions contemplated herein.

10.2 Additional Agreements

Subject to the terms and conditions herein provided and to fiduciary obligations under applicable law as advised by counsel in writing, each of the parties hereto agrees to use all commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and to cooperate with each other in connection with the foregoing, including using commercially reasonable efforts (i) to obtain all necessary waivers, consents and approvals from other parties to material agreements, leases and other contracts (including, without limitation, the agreement of any persons as may be required pursuant to any agreement, arrangement or understanding relating to Spire’s operations), (ii) to obtain all necessary consents, approvals and authorizations as are required to be obtained under any federal, provincial or foreign law or regulations, (iii) to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, (iv) to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, (v) to effect all necessary registrations and other filings and submissions of information requested by governmental authorities and (vi) to fulfill all conditions and satisfy all provisions of this Agreement and the Offer. For purposes of the foregoing, the obligation to use “commercially reasonable efforts” to obtain waivers, consents and approvals to loan agreements, leases and other contracts shall not include any obligation to agree to a materially adverse modification of the terms of such documents or to prepay or incur additional material obligations to such other parties.

ARTICLE 11 TERMINATION, AMENDMENT AND WAIVER

11.1 Termination

This Agreement, other than the provisions set forth in Sections 8.2, 8.5 (but only the indeminity provided for therein), 11.2 and 12.4, may be terminated by written notice promptly given to the other party hereto, at any time prior to the time QMR first takes up and pays for Spire Shares:

(a) by mutual agreement by QMR and Spire; or
(b) by Spire, if QMR has not mailed the Offer Documents to Spire’s Shareholders on or before 11:59 p.m. (Calgary time) on April 30, 2002; or
(c) by either QMR or Spire, if QMR has not taken up and paid for the Spire Shares deposited under the Offer on or before the date which is 60 days, or if a Take-over

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Proposal is offered or made to Spire’s shareholders, 90 days, following the day of mailing of the Offer Documents; or

(d) by either QMR or Spire, if the Offer terminates or expires at the Expiry Time without QMR taking up and paying for any of the Spire Shares as a result of the failure of any condition to the Offer to be satisfied or waived unless the failure of such condition shall be due to the failure of the party seeking to terminate this Agreement to perform the obligations required to be performed by it under this Agreement; or
(e) by either QMR or Spire, if there has been a misrepresentation, breach or nonperformance by the other party of any representation, warranty or covenant contained in this Agreement which would have or would reasonably be expected to have a material adverse effect on the party seeking to terminate, provided the breaching party has been given, notice of, and three days to cure any such misrepresentation, breach or non-performance except that such cure period shall not apply in respect of Section 8.2 (non-completion fee) and Section 8.3 (nonsolicitation); or
(f) by QMR, if there has been a misrepresentation, breach or non-performance by any of the Selling Shareholders of any representation, warranty or covenant contained in the Pre-Tender Agreement to which such Selling Shareholder is a party which would preclude QMR from completing the Offer or completing a compulsory acquisition or Subsequent Acquisition Transaction (as defined in paragraph (c) of Schedule A) in respect of any Spire Shares not acquired under the Offer, provided such Selling Shareholder has been given, notice of, and three days to cure any such misrepresentation, breach or non-performance except that such cure period shall not apply in respect of such Selling Shareholder’s obligation to deposit its Spire Shares in accordance with the terms and conditions of the Pre-Tender Agreement to which it is a party; or
(g) by either QMR or Spire, if the fee referred to in Section 8.2 becomes payable and payment is made to QMR.

11.2 Effect of Termination

In the event of the termination of this Agreement as provided in Section 11.1, this Agreement shall forthwith have no further force or effect and there shall be no obligation on the part of QMR or Spire hereunder except as set forth in Sections 8.2, 8.5 (but only the indemnity provided for therein) and 12.4 and this Section 11.2, which provisions shall survive the termination of this Agreement. Nothing herein shall relieve any party from liability for any breach of this Agreement.

11.3 Amendment

This Agreement may be amended by mutual agreement between the parties hereto. This Agreement may not be amended except by an instrument in writing signed by the appropriate officers on behalf of each of the parties hereto.

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11.4 Waiver

QMR, on the one hand, and Spire, on the other hand, may (i) extend the time for the performance of any of the obligations or other acts of the other, (ii) waive compliance with any of the other’s agreements or the fulfillment of any conditions to its own obligations contained herein or (iii) waive inaccuracies in any of the other’s representations or warranties contained herein or in any document delivered by the other party hereto; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

ARTICLE 12 GENERAL PROVISIONS

12.1 Notices

All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered or sent if delivered personally or sent by cable, telegram, telecopier or telex or sent by prepaid overnight carrier to the parties at the following addresses (or at such other addresses as shall be specified by the parties by like notice):

(a) if to QMR:

Quintana Minerals Resources Corp.

c/o Quintana Minerals Corporation 601 Jefferson Street, Suite 3600 Houston, Texas 77002

Attention: Charles H. Kerr Telecopy No.: (713) 650-0606 with a copy to:

Osler, Hoskin & Harcourt LLP 1900, 333 – 7^th Avenue S.W. Calgary, Alberta T2P 2Z1

Attention: Mark R. Smith

Telecopy No.: (403 ) 260-7024

(b) if to Spire:

Spire Energy Ltd. 1200, 505 – 3^rd Street S.W. Calgary, Alberta T2P 5E9

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Attention: President

Telecopy No.: (403) 269-9017

with a copy to: Donahue LLP #1100, 440 – 2^nd Avenue S.W. Calgary, Alberta T2P 5E5 Attention: Greg Turnbull Telecopy No.: (403) 206-5525

12.2 Miscellaneous

Except for the Confidentiality Agreement, this Agreement constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between the parties, with respect to the subject matter hereof and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The parties hereto shall be entitled to rely upon delivery of an executed facsimile copy of this Agreement, and such facsimile copy shall be legally effective to create a valid and binding agreement among the parties hereto. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the Province of Alberta having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

12.3 Assignment

Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties. QMR may assign all or any part of its rights or obligations under this Agreement to a direct or indirect wholly-owned subsidiary of QMR, provided that if such assignment takes place, QMR and QMC shall continue to be liable to Spire for any default in performance by the assignee.

12.4 Fees and Expenses

All fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such cost or expense, whether or not the Offer is consummated. Spire covenants not to amend the terms of any agreements relating to the payment of fees and expenses to its financial advisors without the prior written approval of QMR. Prior to payment of fees and expenses of its financial and legal advisors (including the legal advisors to its financial advisors), Spire shall consult with QMR.

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12.5 Severability

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. Any provision of this Agreement that is invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

12.6 Confidentiality Agreement

Notwithstanding the terms of the Confidentiality Agreement, QMR and QMC shall be entitled to speak to, and share information with, potential investor partners in respect of this acquisition, provided that QMR and QMC limit the number of potential parties sought as investor partners and such parties agree to be bound by the terms of the Confidentiality Agreement in the manner contemplated therein.

12.7 Investigation

Any investigation by QMR and its advisors shall not mitigate, diminish or affect the representations and warranties of Spire contained in this Agreement.

12.8 Counterpart Execution

This Agreement may be executed in any number of counterparts and each such counterpart shall be deemed to be an original instrument but all such counterparts together shall constitute one agreement.

12.9 QMC and QMR

Disclosure or delivery of information or documents to QMC prior to the date hereof shall be deemed to have been disclosure or delivery of information or documents to QMR.

12.10 QMC Guarantee

QMC hereby unconditionally and irrevocably guarantees the performance of all covenants and obligations of QMR (or its assignee) in this Agreement. QMC waives, diligence, presentment, demand of payment, any right to require proceeding first against QMR (or its assignee), protest notice and all demands whatsoever. QMC agrees that this guarantee will not be discharged except by complete performance of the covenants and obligations of QMR (or its assignee) under this Agreement. QMC has no liability under this Section unless QMR (or its assignee) shall be in breach of or have failed to perform covenants or obligations under this Agreement; provided that in such event QMC shall be directly liable as principal obligor and, provided that Spire has first given notice of such breach or failure to QMR (or its assignee) and QMR (or its assignee) has been given one (1) day to cure any such breach or failure. Spire shall be under no obligation to first pursue or exhaust any or all of its recourse and remedies against QMR (or its assignee).

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36 -

IN WITNESS WHEREOF, each of QMR, QMC and Spire have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

QUINTANA MINERALS CORPORATION

Per:

QUINTANA MINERALS RESOURCES CORP. (currently 3065610 Nova Scotia Company)

Per:

SPIRE ENERGY LTD.

Per:

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SCHEDULE A

CONDITIONS TO THE OFFER

The capitalized terms used in this Schedule A have the meanings set forth in the PreAcquisition Agreement dated April 20, 2002 (the “Pre-Acquisition Agreement”) between QMR and Spire to which this Schedule A is attached.

The conditions to the Offer shall be as follows:

(a) at the Expiry Time, and at the time QMR first takes up and pays for Spire Shares under the Offer, there shall have been validly deposited under the Offer and not withdrawn at least 66 2/3% of the outstanding Spire Shares (calculated on a diluted basis) (the “Minimum Condition”);
(b) all requisite regulatory approvals, orders, notices, consents, and expires of waiting periods (including, without limitation, those of any stock exchanges or other securities or regulatory authorities), the failure of which to obtain or observe would preclude the completion of the Offer, shall have been obtained or occurred on terms and conditions satisfactory to QMR, acting reasonably, and all applicable statutory or regulatory waiting periods shall have expired or been terminated and QMR shall have determined in its sole judgment, acting reasonably, that no unresolved material objection or opposition shall have been filed, initiated or made during any applicable statutory or regulatory period;
(c) (i) no act, action, suit, proceeding, objection or opposition shall have been threatened or taken before or by any domestic or foreign court or tribunal or governmental agency or other regulatory authority or administrative agency or commission by any elected or appointed public official or by any private person (including, without limitation, any individual, corporation, firm, group or other entity) in Canada or elsewhere, whether or not having the force of law, and (ii) no law, regulation or policy (including applicable tax laws and regulations in those jurisdictions in which Spire or any of its subsidiaries carries on business) shall have been proposed, enacted, promulgated, amended or applied, which in either case, in the sole judgment of QMR, acting reasonably:
(A) has the effect or may have the effect to cease trade, enjoin, prohibit or impose material limitations, damages or conditions on the purchase by, or the sale to, QMR of the Spire Shares or the right of QMR to own or exercise full rights of ownership of the Spire Shares,
(B) has had, or if the Offer was consummated would result in, a Material Adverse Change or, in the case of (ii) above, would have a material adverse effect on QMR or QMR’s ability to complete the Offer as determined by QMR, acting reasonably;
(C) has a material adverse effect on the ability to complete or the completion of any compulsory acquisition or any amalgamation, statutory arrangement or other transaction involving QMR and/or an affiliate of

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QMR and Spire and/or the holders of Spire Shares for the purposes of Spire becoming, directly or indirectly, a wholly-owned subsidiary of QMR or effecting an amalgamation or merger of Spire’s business and assets with or into QMR and/or an affiliate of QMR (a “Subsequent Acquisition Transaction”);

(d) QMR shall have determined, in its sole judgment, acting reasonably, that there shall not exist any prohibition at law against QMR making the Offer or taking up and paying for all of the Spire Shares deposited under the Offer or completing any compulsory acquisition or Subsequent Acquisition Transaction in respect of any Spire Shares not acquired under the Offer;
(e) (i) QMR shall have determined, in its sole judgment, acting reasonably, that there shall not have occurred any misrepresentation, breach or non-performance by Spire of any representation, warranty or covenant of Spire contained in the Pre-Acquisition Agreement which would have or would reasonably be expected to have a material adverse effect on QMR or Spire, provided that, if known by QMR prior to three days before the Expiry Time, Spire has been given notice of and three days to cure any such misrepresentation, breach or non-performance and has failed to cure any such misrepresentation, breach or non-performance, or (ii) the Pre-Acquisition Agreement shall not have been terminated or QMR shall have determined, in its sole judgment, that such termination shall not affect its ability to complete the Offer; and
(f) QMR shall have determined, in its sole judgment, acting reasonably, that there shall not have occurred any misrepresentation, breach or non-performance by any Selling Shareholder of any representation, warranty or covenant of such Selling Shareholder contained in the Pre-Tender Agreement to which such Selling Shareholder is a party which would or would reasonably be expected to preclude QMR from completing the Offer or successfully completing a compulsory acquisition or Subsequent Acquisition Transaction.

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SCHEDULE B

FORM OF PRE-TENDER AGREEMENT

April 20, 2002

Dear Sir:

Re: Offer by Quintana Minerals Resources Corp. to Purchase all of the

Spire Shares

Reference is made to the Pre-Acquisition Agreement dated April 20, 2002 (the "Pre-Acquisition Agreement") between Quintana Minerals Resources Corp. (QMR) and Spire Energy Ltd. (herein called "Spire") pursuant to which QMR has agreed, on certain terms and conditions, to make an offer to purchase all of the issued and outstanding Spire Shares. All capitalized terms referred to herein shall have the meanings attributed thereto in the Pre-Acquisition Agreement.

We understand that you (the "Selling Shareholder") beneficially own, directly or indirectly, or exercise control or direction over, the number of Spire Shares and options to acquire further Spire Shares set forth in your acceptance at the end of this letter agreement.

1. Covenants of Selling Shareholder

By the acceptance of this letter agreement, the Selling Shareholder hereby agrees, subject to the terms of paragraph 3 of this letter agreement, from the date hereof until the completion of the Offer:

(a) not to sell, assign, convey or otherwise dispose of any of the Spire Shares owned, controlled or directed by such Selling Shareholder except pursuant to the Offer;
(b) unconditionally to accept the Offer made by QMR by tendering or causing to be tendered the Spire Shares presently owned, controlled or directed or hereafter acquired, controlled or directed (including any Spire Shares hereafter acquired pursuant to the exercise of any options to purchase Spire Shares) by such Selling Shareholder prior to the expiry of the Offer and in accordance with the terms and conditions of the Offer free and clear of any and all liens, encumbrances, charges and rights and interests of third parties whatsoever;
(c) to sell or surrender to Spire or exercise all options held by the Selling Shareholder to acquire Spire Shares (the "Options") that have an exercise price less than the

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consideration offered pursuant to the Offer, and to forthwith surrender all remaining Options to Spire immediately following the Effective Time;

(d) not to exercise any statutory or other rights of withdrawal with respect to any Spire Shares owned by such Selling Shareholder once deposited pursuant to the Offer unless this letter agreement is terminated prior to QMR taking up the Spire Shares under the Offer; and
(e) not to exercise any shareholder rights or remedies available at common law or pursuant to the Business Corporations Act (Alberta) or applicable securities legislation to delay, hinder, upset or challenge the Offer.

2. Expenses and Fees

QMR and the Selling Shareholder agree to pay their own respective expenses incurred in connection with this letter agreement. Each of the parties hereto agrees to indemnify the other against any claim for a finder's fee or other compensation validly made by any broker which has an agreement with such indemnifying party for the payment of such fee or compensation. This Section 2 shall survive the termination of this Agreement pursuant to Section 3.

3. Termination

It is understood and agreed that the respective rights and obligations hereunder of QMR and the Selling Shareholder shall cease and this letter agreement shall terminate in the event that the Pre-Acquisition Agreement is terminated pursuant to Section 11.1 thereof (other than by virtue of 11.1(g)).

In the event of termination of this letter agreement, the Selling Shareholder may withdraw all of the Spire Shares deposited in accordance with the terms and conditions of the Offer, this letter agreement shall forthwith be of no further force and effect and there shall be no liability on the part of either the Selling Shareholder or QMR or its nominee, except to the extent that either such party is in default of its obligations herein contained.

4. Board of Directors

If the Shareholder is a director of Spire, the Shareholder covenants and agrees with QMR, subject to such director's fiduciary duties, that, in the event that QMR or its nominee takes-up and pays for any Spire Shares pursuant to the Offer and thereby acquires at least majority voting control of Spire, the Shareholder shall cooperate with QMR or its nominee to provide for an orderly transition of control, including resigning as a director and taking all necessary actions as required in order that nominees of QMR or its nominee are appointed as directors of Spire in place of existing directors.

5. Amendment

Except as expressly set forth herein, this letter agreement constitutes the whole of the agreement between the parties and may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

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6. Assignment

Except as expressly set forth herein, no party to this letter agreement may assign any of its rights or obligations under this letter agreement without the prior written consent of the other party.

7. Disclosure

Prior to first public disclosure of the existence and terms and conditions of this letter, none of the parties hereto shall disclose the existence of this letter agreement, or any details hereof, to any person other than Spire and its directors, without the prior written consent of the other parties hereto, except to the extent required by law. The existence and terms and conditions of this letter agreement may be disclosed by QMR or its nominee and Spire in the press release issued in connection with the execution of the Pre-Acquisition Agreement, by QMR or its nominee in the Offer Documents or by Spire in the directors' circular prepared by Spire in response to the Offer.

8. Enurement

This letter agreement will be binding upon and enure to the benefit of QMR or its nominee and the Selling Shareholder and their respective executors, administrators, successors and permitted assigns.

9. Applicable Law

This letter agreement shall be governed and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein and each of the parties hereto irrevocably attorns to the jurisdiction of the courts of the Province of Alberta.

10. Counterparts

This letter agreement may be signed in counterparts which together shall be deemed to constitute one valid and binding agreement and delivery of such counterparts may be effected by means of telecopier.

Yours truly,

Quintana Minerals Resources Corp.

Per:

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Acceptance

The foregoing is hereby accepted as of and with effect from the 20th day of April, 2002 and the undersigned hereby confirms that the undersigned beneficially owns __ Spire Shares and options to acquire a further ______ Spire Shares.

Witness

Name: Title:

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SCHEDULE C

FORM OF JOINT PRESS RELEASE

FOR IMMEDIATE RELEASE

QUINTANA MINERALS CORPORATION. AND SPIRE ENERGY LTD. ANNOUNCE AGREEMENT ON QUINTANA OFFER TO PURCHASE SPIRE SHARES

April 22, 2002

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regulatory approvals and consents, and on conditions customary in transactions of this nature.

Spire is a junior oil and gas company based in Calgary, Alberta that is weighted 100% towards natural gas. The Corporation has focused operations in two gas prone areas in Alberta and holds an average 94% working interest in its land base. Spire also owns and operates four gas processing facilities.

For further information, please contact:

Gerry R. Bartman, President	Charles H. Land/Legal	Kerr, Vice-President,
Hal A. J. Metcalfe, Vice-President, Finance	Warren S. President	Hawkins, Senior Vice-
Spire Energy Ltd.	Quintana Mi	nerals Corporation
Telephone: (403) 269-9016	Telephone:	(713) 751-7500
Fax: (403) 269-9017	Fax:	(713) 650-0606
Website: www.spireenergy.com

THE TORONTO STOCK EXCHANGE: SEY

AI assistant

Spire Energy Ltd. — M&A Activity 2002

42649_rns_2002-04-25_4a47353d-7fd6-4117-b6d7-541e95e7d246.pdf

SPIRE ENERGY LTD.

MATERIAL CHANGE REPORT

Item 1: Reporting Issuer

Item 2: Date of Material Change

Item 3: Press Release(s)

Item 4: Summary of Material Changes

Item 5: Full Description of Material Change

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Item 6: Reliance on Section 75(3) of the Securities Act (Ontario) or Equivalent Provisions

Item 7: Omitted Information

Item 8: Senior Officers

Item 9: Statement of Senior Officer

SPIRE ENERGY LTD.

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Schedule "A"

FOR IMMEDIATE RELEASE

QUINTANA MINERALS CORPORATION. AND SPIRE ENERGY LTD. ANNOUNCE AGREEMENT ON QUINTANA OFFER TO PURCHASE SPIRE SHARES

April 22, 2002

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Schedule "B"

PRE-ACQUISITION AGREEMENT

Between

QUINTANA MINERALS CORPORATION

and

QUINTANA MINERALS RESOURCES CORP.

and

SPIRE ENERGY LTD.

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TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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TABLE OF CONTENTS

(continued)

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PRE-ACQUISITION AGREEMENT

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ARTICLE 1 INTERPRETATION

1.1 Definitions

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1.2 Singular, Plural. etc.

1.3 Deemed Currency

1.4 Headings, etc.

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1.5 Date for any Action

1.6 Governing Law

1.7 Attornment

1.8 Incorporation of Schedules

ARTICLE 2 THE OFFER

2.1 The Offer

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2.2 Spire Directors’ Circular

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2.3 Offer Documents

2.4 Outstanding Stock Options

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ARTICLE 3 PUBLICITY AND SOLICITATION

3.1 Publicity

3.2 Solicitation

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ARTICLE 4 TRANSACTIONS FOLLOWING COMPLETION OF THE OFFER

4.1 Second Stage Transaction

4.2 Information Circular, Etc.

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ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF QMR

5.1 Organization and Qualification

5.2 Authority Relative to this Agreement

5.3 No Violations

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5.4 Funds Available

ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF SPIRE

6.1 Organization and Qualification

Spire Energy Ltd. M&A Activity 2002