ITEM 9. THE OFFER AND LISTING
9.A.4. Common Share Trading Information
The Company's common shares trade on the TSX Venture Exchange in Toronto,
Ontario, Canada, under the symbol NGP. The initial public offering was
effective on the Alberta Stock Exchange (now the TSX Venture Exchange) in
1/31/1996, under a former name, Blue Desert Mining Inc. In late June 2003, the
Company's common shares were listed for trading on the OTC Bulletin Board, under
the symbol NGLPF.
Table No. 7 lists the volume of trading and high, low and closing sales prices
on the TSX Venture Exchange (Canadian Venture Exchange prior to 8/2/2002 and the
Alberta Stock Exchange prior to November 1999) for actual trades of common
shares of the Company for the last six months, last eight fiscal quarters, and
last five fiscal years.
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The TSX Venture Exchange
The TSX Venture Exchange is a result of the acquisition by the Toronto Stock
Exchange of the Canadian Venture Exchange ("CDNX") from its member firms on
8/1/2001. The CDNX resulted from the merger between the Vancouver Stock
Exchange and the Alberta Stock Exchange that took place on 11/29/1999, to form
the CDNX. The TSX Venture Exchange currently operates as a complementary but
independent exchange from its parent, the Toronto Stock Exchange.
The initial roster of the CDNX was made up of venture companies previously
listed on the Vancouver Stock Exchange or the Alberta Stock Exchange and later
incorporated junior listings from the Montreal Stock Exchange, the Winnipeg
Stock Exchange, and the CDN Over-The-Counter Market. The TSX Venture Exchange
is a venture market as compared to the TSX Stock Exchange that is Canada's
senior market and the Montreal Exchange that is Canada's market for derivatives
products.
The TSX Venture Exchange currently has five service centers: Calgary, Toronto,
Vancouver, Winnipeg and Montreal. These service centers provide corporate
finance, surveillance and marketing expertise. The corporate office for the TSX
Venture Exchange is located in Calgary and the operations office is located in
Vancouver.
The TSX Venture Exchange is a self-regulating organization owned and operated by
the Toronto Stock Exchange, which in turn is owned by its member brokerage
firms. It is governed by representatives of member firms and the public.
Organizationally, the TSX Venture Exchange is comprised of seven business areas:
Corporate Finance Services, Trading Services and Market Information Services,
Compliance, Marketing, Technology, Corporate Affairs and Human Resources.
The TSX Venture Exchange acts as a business link between TSX members, listed
companies and investors. TSX Venture Exchange policies and procedures are
designed to accommodate companies still in their formative stages and recognize
those that are more established. Listings are predominately small and medium
sized companies.
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Investors in Canada are protected by the Canadian Investor Protection Fund
("CIPF"). The CIPF is a private trust fund established to protect customers in
the event of the insolvency of a member of any of the following self-regulatory
organizations: the TSX Venture Exchange; the Montreal Exchange; the Toronto
Stock Exchange; the Toronto Futures Exchange; and the Investment Dealers
Association of Canada.
Post-trade monitoring of market activity occurs in the market surveillance
department. Sophisticated software analyses trade data from TRADETSX to detect
possible market improprieties. A variety of surveillance and investigative
tools allow the TSX Venture Exchange to perform electronic market monitoring and
trade reviews.
The surveillance department is also responsible for monitoring and reviewing
listed company activities and detecting breaches of the listing policies or the
listing agreement. Market surveillance and listed company surveillance
activities are closely coordinated.
Enforcement action taken by the surveillance department may include the
following:
1) forcing companies to correct misleading or inaccurate disclosure which
includes new releases or internet postings:
2) requiring the resignation of unacceptable directors and officers;
3) requiring cancellation and return shares to treasury;
4) requiring undertakings from directors and officers that they
will ensure compliance with the listing agreement and listings policies in
the future;
5) requiring the termination of unacceptable investor relations services;
6) halting and suspending trading in the shares of companies;
7) de-listing companies that have contravened exchange by-laws, rules or
policies.
The market surveillance department issues TSX notices to inform the public of
halts, suspensions, de-lists and other enforcement actions. All TSX notices can
be found on the TSX website or INFOTSX. In the public interest, trading halts
or suspensions are maintained until the surveillance department is satisfied
that there is adequate disclosure of the company's affairs and a level playing
field for investors.
In addition to market surveillance, the TSX Venture Exchange's compliance
department is comprised of an investigative services team that conducts
investigations into alleged violations of securities trading. The TSX Venture
Exchange Conduct Review Committee determines whether a case for discipline
exists. Disciplinary cases either result in a settlement reached between TSX
Venture Exchange and the respondent or they proceed to a disciplinary hearing.
The public can attend disciplinary hearings, view the exhibits filed and obtain
copies of the decisions issued by the panel. If the hearing panel's decision is
not acceptable to either TSX Venture Exchange or the respondent, an appeal
process may be initiated.
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Table No. 8
TSX Venture Exchange
Common Shares Trading Activity
Period - Sales-
Canadian Dollars
Ended Volume High Low Closing
Monthly
12/31/2004 524,400 $0.81 $0.62 $0.64
11/30/2004 1,256,500 $0.83 $0.63 $0.81
10/31/2004 488,500 $0.71 $0.60 $0.61
9/30/2004 604,700 $0.70 $0.56 $0.67
8/31/2004 470,900 $0.61 $0.55 $0.60
7/31/2004 590,800 $0.60 $0.50 $0.58
Quarterly
6/30/2004 1,317,700 $0.65 $0.45 $0.55
3/31/2004 1,814,000 $0.69 $0.30 $0.61
12/31/2003 568,203 $0.35 $0.23 $0.23
9/30/2003 465,874 $0.40 $0.25 $0.31
6/30/2003 166,300 $0.34 $0.21 $0.25
3/31/2003 294,100 $0.45 $0.29 $0.30
12/31/2002 624,200 $0.41 $0.30 $0.39
9/30/2002 780,600 $0.46 $0.27 $0.37
Yearly
6/30/2004 4,165,777 $0.69 $0.23 $0.55
6/30/2003 1,865,200 $0.46 $0.21 $0.25
6/30/2002 3,968,600 $0.44 $0.10 $0.40
6/30/2001 479,500 $0.20 $0.05 $0.15
6/30/2000 30,000 $0.12 $0.05 $0.05
Table No. 9 lists the volume of trading and high, low and closing sales prices
on the OTC Bulletin Board for the Company's common shares for the last six
months, the last four fiscal quarters, and the last fiscal year.
Table No. 9
OTC Bulletin Board
Common Shares Trading Activity
Period - Sales-
US Dollars
Ended Volume High Low Closing
Monthly
12/31/2004 419,933 $0.72 $0.51 $0.51
11/30/2004 617,220 $0.72 $0.55 $0.70
10/31/2004 301,847 $0.53 $0.51 $0.51
9/30/2004 144,735 $0.59 $0.41 $0.59
8/31/2004 101,432 $0.49 $0.41 $0.47
7/31/2004 148,083 $0.51 $0.35 $0.48
Quarterly
6/30/2004 598,563 $0.50 $0.33 $0.42
3/31/2004 1,283,426 $0.55 $0.23 $0.50
12/31/2003 164,184 $0.30 $0.18 $0.25
9/30/2003 47,500 $0.35 $0.15 $0.23
Yearly
6/30/2004 2,093,673 $0.55 $0.18 $0.42
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Stock Options
Refer to ITEM 6.E. and Table No. 4 and No. 6 for additional information.
Share Purchase Warrants
Table No. 10 lists, as of 12/31/2004, share purchase warrants outstanding, the
date the share purchase warrants were issued, the exercise price, and the
expiration date of the share purchase warrants. There were 98 holders of the
5,850,573 share purchase warrants, 57 of whom were resident in Canada. 34 of
whom were resident in the United States, and seven international holder. These
warrants were issued in conjunction with private placements and are
non-transferable.
Table No. 10
Share Purchase Warrants Outstanding
Effective Number of Number of Year #1 Year #2 Expiration
Date of Share Share Date of
Issuance Purchase Purchase Share
Warrants Warrants Purchase
Originally Still Warrants
Issued Outstanding
4/14/2004 4,520,002 4,350,573 $0.50 n/a 4/14/2005
9/23/2004 1,500,000 1,500,000 $0.80 $0.80 9/23/2006
9.A.6. Differing Rights
9.A.7.a. Subscription Warrants/Right
9.A.7.b. Convertible Securities/Warrants
--- No Disclosure Necessary ---
9.C. Stock Exchanges Identified
The common shares trade on the TSX Venture Exchange in Toronto, Ontario.
The common shares trade on the OTC Bulletin Board in the USA.