AIF - Sprott Resource Corp.

(a) that was issued while the director or executive officer was acting in the capacity as director, chief executive
officer or chief financial officer, or
(b) that was issued after the director or executive officer ceased to be a director, chief executive officer or chief
financial officer and which resulted from an event that occurred while that person was acting in the capacity
as director, chief executive officer or chief financial officer.
In addition, except as set forth below, no director or executive officer of the Company:
(a) is, as of the date hereof, or has been within 10 years before the date hereof, a director or executive officer of
any company (including the Company) that, while that person was acting in that capacity, or within a year of
that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating
to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with
creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
(b) has, within 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating
to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise
with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director or
executive officer.
Finally, except as set forth below, no director or executive officer of the Company has been subject to:
(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory
authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered
important to a reasonable investor in making an investment decision.
A. Murray Sinclair was a director of Katanga Mining Limited (formerly Balloch Resources Ltd. and New Inca Gold Ltd.
(“NIGL”)) from May 1, 1998 to July 10, 2006. On February 25, 2002, February 25, 2002 and March 12, 2002, NIGL was
issued cease trading orders by the Ontario, British Columbia and Alberta Securities Commissions, respectively, for failing
to file financial statements and paying filing fees within the prescribed times. These orders were rescinded on September
20, 2002, October 1, 2003 and October 23, 2003, respectively, following the filing of the financial statements and
payments of outstanding fees.
Mr. Sinclair was a director of Etrion Corporation (formerly PetroFalcon Corporation and Petrium Industries Inc.) from
November 28, 2001 to June 4, 2003. On February 27, 2002, the British Columbia Securities Commission (“BCSC”) issued
an order regarding a private placement of PetroFalcon Corporation, which was a private company. The BCSC considered
it to be in the public interest to remove the applicability of certain exemptions from the prospectus and registration
requirements of the Securities Act (British Columbia) for PetroFalcon Corporation until a shareholders meeting of
PetroFalcon Corporation was held. In addition, the BCSC removed the applicability of the same exemptions for Quest
Ventures Ltd. in respect of the common shares received pursuant to the private placement. Approval of shareholders was
received on May 23, 2002 and the BCSC reinstated the applicability of the exemptions from the prospectus and
registration requirements for both companies shortly thereafter.
Mr. Terrence Lyons was the President and a director of FT Capital Ltd., which was subject to cease trade orders in each
of the Provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec for failure to file financial statements for the
financial years ended December 31, 2001 and subsequent periods. At the request of Brascan Financial Corporation (now
Brookfield Asset Management Inc. (“Brookfield”)), Mr. Lyons joined the board of FT Capital Ltd. and was appointed its
President in 1990 in order to assist in its financial restructuring. In June 2009, FT Capital Ltd. was wound up and Mr.
Lyons resigned as a director.
Mr. Lyons was also a director of Royal Oak Ventures Inc. at the request of Brookfield (“Royal Oak”), which is currently
subject to cease trade orders in each of the provinces in British Columbia, Alberta, Ontario and Quebec due to the failure
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