Canadian Warrants

The company's name was changed from International LMM Ventures Corp. effective April 15, 2011. Effective at the opening Wednesday, April 20, 2011, the common shares of US Oil Sands Inc. will commence trading on the TSX-V, and the common shares of International LMM Ventures will be delisted. The company is classified as an oil and gas exploration and development company.

Graduation from the NEX to the TSX-V, symbol change

The company has met the requirements to be listed as a Tier 2 company. Therefore, effective on Wednesday, April 20, 2011, the company's listing will transfer from the NEX to the TSX-V, the company's tier classification will change from the NEX to Tier 2, and the filing and service office will change from NEX to Vancouver.

Effective at the opening Wednesday, April 20, 2011, the trading symbol for the company will change from LMM.H to USO.

Capitalization: unlimited shares with no par value of which 248,618,329 shares are issued and outstanding; and 21 million warrants are issued and outstanding

Escrow: 35,208,492 common shares are subject to 36-month surplus security staged release escrow requirements

Transfer agent: Computershare Investor Services Inc.

Old symbol: LMM.H
New symbol: USO
New Cusip No.: 91732K109

Corporate jurisdiction: British Columbia

Capitalization: 21 million common share purchase warrants with no par value of which 21 million common share purchase warrants are issued and outstanding

Warrant agent: Computershare Trust Company of Canada

New warrant symbol: USO.WT
New warrant Cusip No.: 91732K117

One warrant entitles the holder to purchase one share at a price of 40 cents per share and will expire on Thursday, April 18, 2013.


Int'l LMM closes Earth Energy acquisition, changes name

2011-04-19 12:11 MT - News Release
US Oil Sands Inc. (formerly International LMM Ventures Corp.) has completed its acquisition of all of the issued and outstanding securities of Earth Energy Resources Inc., an Alberta corporation that is engaged in the development of oil sands properties located in the state of Utah, United States, using its patent-pending extraction and remediation technologies, effective April 18, 2011, and changed its name to US Oil Sands Inc. It is expected that trading in its common shares will recommence under its new name, US Oil Sands Inc., and stock symbol USO.V on Tier II of the TSX Venture Exchange on April 20, 2011. Also effective at the opening on April 20, 2011, 21 million common share purchase warrants which were issued pursuant to the private placement which closed in conjunction with the transaction will commence trading on the TSX Venture Exchange under the symbol USO.WT. Each warrant entitles the holder to purchase one common share at a price of 40 cents per share on or before April 18, 2013.

Transaction summary

Pursuant to the terms of the amalgamation agreement dated March 14, 2011, the corporation acquired all of the issued and outstanding common shares of Earth Energy by the issuance of 105,231,324 common shares of the corporation such that Earth Energy will become a wholly owned subsidiary of the corporation. Common shares were issued on the basis of four common shares for every one Earth Energy share. In addition, options to purchase 13.4 million common shares were issued to securityholders of Earth Energy in exchange for their outstanding Earth Energy options based on the same exchange ratio, and new options of 7.2 million shares were granted to directors, officers, employees and consultants of the corporation at an exercise price of 36 cents per share expiring on April 18, 2021.

Pursuant to its mandate agreement, Endeavour Financial Ltd. was issued 2.1 million common shares of the corporation and was paid a cash fee of $126,000 in connection with the transaction.

Concurrent financing and related transactions

In conjunction with the closing of the transaction, Earth Energy completed a private placement of subscription receipts which converted on closing of the transaction into 42 million units of the corporation at a price of 30 cents per unit for gross proceeds of $12.6-million, each unit consisting of one common share and one-half of one common share purchase warrant exercisable at a price of 40 cents per share expiring April 18, 2013. The net proceeds of the financing will be used by the corporation to finance the development of its oil sands properties, and its extraction and remediation technology. Earth Energy paid finders' fees in the amount of $630,000 in connection with the financing.

Upon closing of the transaction, the corporation has 248,618,329 common shares issued and outstanding. In addition, there are options for 24,838,000 shares that have been granted to the corporation's directors, officers, employees and consultants, and charities under its current stock option plan, and there are outstanding warrants to acquire 21 million common shares at 40 cents per share.

Management and board of directors

Cameron M. Todd, PEng -- chief executive officer

The corporation is pleased to announce that Mr. Todd has agreed to join the corporation as chief executive officer effective April 19, 2011.

Mr. Todd has over 30 years of experience in all areas of the oil and gas industry. He has been involved in many of the managerial facets of production, refining and marketing both in Western Canada and internationally. Mr. Todd previously held a senior executive position with a Toronto Stock Exchange-listed company engaged in oil sands exploration and production in the Athabasca region. He received his bachelor of science in mechanical engineering from the University of Calgary.

D. Glen Snarr, CA -- president, chief financial officer and corporate secretary

Mr. Snarr joined the corporation in 2005 as its president and chief financial officer. Since 1994, Mr. Snarr has been involved in the senior financial management of numerous companies through his position of vice-president of finance at BanCor Inc., a private investment firm and successor company to Travis Chemicals Inc. He was treasurer of Decarson Rentals (2000) Inc., until it was sold to Builders Energy Services Trust in January, 2005, president of ESG Filtration Ltd., and director and chief financial officer of Storedge Management Inc. Prior to joining Travis Chemicals Inc., in 1994, Mr. Snarr worked 13 years for Deloitte & Touche LLP, Chartered Accountants, where he concentrated on mergers and acquisitions, public company auditing and reporting. Mr. Snarr received his bachelor of business administration from the University of Regina and is a chartered accountant.

Barclay E. Cuthbert, MBA -- vice-president, operations

Mr. Cuthbert joined the corporation in 2005 as its vice-president, operations. He has over 15 years of experience in the oil and gas industry, working with oil companies and oil field service companies in Canada, Russia and the Middle East. Mr. Cuthbert worked with LUKoil Overseas to develop international exploration and production operations, focusing principally on projects in Latin America including analysis of several heavy-oil deposits in the region. Prior to that, Mr. Cuthbert managed the western partners' interest in a production chemical joint venture with LUKoil in western Siberia. Mr. Cuthbert received his master of business administration from Queen's University and his bachelor of science (chemistry) with distinction from the University of Calgary.

Timothy J. Wall, PEng -- vice-president, engineering

Mr. Wall joined the corporation in 2006 as its vice-president, engineering, and has over 30 years of energy industry project engineering and senior project management experience. Prior to joining the corporation, he was a senior project manager with a major oil company in Calgary, where he was responsible for geophysical and geotechnical field investigations and infrastructure planning for a $10-billion oil sands mine/bitumen production operation in the Athabasca oil sands region of Northern Alberta. Mr. Wall's experience in conventional oil and gas production includes a senior management position with a major pipeline construction firm and numerous senior project management and engineering positions involved with oil and gas pipelines, gas plant construction, refinery operations and maintenance, and the construction of open-pit coal mines. Mr. Wall received his bachelor of applied science in civil engineering from the University of British Columbia and is a professional engineer registered in Alberta.

Verne G. Johnson -- chairman of the board

Mr. Johnson received a bachelor of science degree in mechanical engineering from the University of Manitoba in 1966. He worked with Imperial Oil Limited until 1981 (including two years with Exxon Corporation in New York from 1977 to 1979). From 1981 to 2000, Mr. Johnson served in senior capacities with companies such as Paragon Petroleum Ltd., ELAN Energy Inc., Ziff Energy Group and Enerplus Resources Group. He currently serves on a number of public company boards including Gran Tierra Energy Inc., Petromanas Energy Inc. and Veresen Inc. (formerly Fort Chicago Energy Partners LP). Mr. Johnson also serves on the board of Statoil Canada Ltd., which is a private company.

James A. Banister -- director

Mr. Banister is currently president and chief executive officer of BanCor Inc., a private investment holding company and the successor to Travis Chemicals Inc. which was sold in January, 1997. He serves on a number of private and public company boards including chairman of the board of Essential Energy Services Trust.

Ed Chwyl -- director

Mr. Chwyl is a retired businessman with over 35 years of experience in the oil and gas industry in North America, most notably as president and chief executive officer of Tarragon Oil and Gas Limited from 1989 to 1998. Prior thereto, he held various technical and executive positions within the oil and gas industry in Canada and the United States. He serves as lead independent director for Baytex Energy Corp. and as chairman of the board of Westfire Energy Ltd.

H. Douglas Hunter -- director

Mr. Hunter is a professional engineer and has over 30 years experience in the oil and gas industry. He is currently the president of RFM Capital Corporation and Bluesky Equities Ltd., both private investment companies. Mr. Hunter has been active in the creation of several public and private oil and gas companies including Bluesky Oil & Gas Ltd., Triumph Energy Corp., Petromark Minerals Ltd., Petroleum Capital Corporation and Ricinus Resources Ltd.

Ken M. Stephenson -- director

Mr. Stephenson is a graduate in civil engineering from the University of Saskatchewan. He has held private investments and directorships in the oil industry in contract drilling, exploration and development, pipeline construction, manufacturing, heavy construction, gas processing plants and industrial camps, and catering. He currently is a director of Calvalley Petroleum Inc. and Donnybrook Energy Inc.

Additional information

Additional details regarding the acquisition and related transactions, including with respect to the business and properties of US Oil Sands, are contained in the filing statement of the corporation dated April 7, 2011, which is available under the US Oil Sands profile on SEDAR.