G. BLAIR COWPER-SMITH Partner

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1 Blair Cowper-Smith is a partner in our Corporate Finance and Mergers and Acquisitions Group in Toronto. His practice focuses on corporate law, corporate governance and shareholder relations. Mr. Cowper-Smith has practised law since 1975 and has held a number of management-related responsibilities for our firm, including chairing the international strategic planning committee. G. BLAIR COWPER-SMITH In connection with his corporate governance practice, he advises numerous corporations with respect to governance planning and risk mitigation strategies and with respect to managing director and officer personal liability. Mr. Cowper- Smith has written widely on the subject. His recent assignments include the Hydro One Inc. sale by the province of Ontario. Mr. Cowper-Smith serves as a director of a number of Canadian corporations, including Securicor Canada Limited, Hammerson U.S.A. (Chair), KWH Pipe (Canada) Ltd. and 407 International Inc. He was an alternate governor of the Toronto Maple Leafs Hockey Club in the early 1990s. He has completed a term as President and Board Chair of the Georgian Peaks Club, a private ski club of about 700 families. Mr. Cowper-Smith previously served as Chair of the firm s International Strategic Planning Committee and Business Development Committee. In connection with public policy matters, he pioneered the founding of The Canadian Council for Public-Private ships, an organization of major Canadian corporations and public sector participants dedicated to fostering increased growth in infrastructure such as roads, bridges and airports through cooperative action between the public and private sector. Mr. Cowper-Smith appears in the 2005 Canadian Legal Lexpert Directory, a guide to the leading law firms and practitioners in Canada, as a leading lawyer in the area of corporate commercial law and corporate finance. He is also listed in the 2005 edition of the Guide to the Leading 500 Lawyers in Canada, published by Lexpert and American Lawyer, as a leading lawyer in the area of corporate commercial law. He has authored a number of papers and publications, including Avoiding Liability for Public Disclosure The Canadian Perspective (2001), Forecasts, Projections and Selective Disclosure in Canada, International Business

2 G. BLAIR COWPER-SMITH Lawyer (1997), and Best Practice Guidelines for Public Sector Tendering in the Public-Private ship Area, Canadian Council for Public-Private ships (1996). Mr. Cowper-Smith has also authored, in cooperation with several of his partners, a book on director and officer liability. He serves as a Vice-Chair of one of the largest committees of the International Bar Association Trading in Securities and is a Vice-Chair of the Capital Markets Forum. Mr. Cowper-Smith received his LLB from Osgoode Hall Law School in He was called to the Ontario bar in Office: Toronto Direct Line: bsmith@mccarthy.ca Year of Call: 1974

3 PHILIP C. MOORE Philip Moore is a partner in our Corporate Finance and Mergers and Acquisitions Group in Toronto. He joined the firm in 1988 after practising with firms in Sydney, Australia and in Toronto. Mr. Moore advises on a broad range of corporate and securities matters. He regularly acts on mergers and acquisitions, corporate finance and corporate reorganizations. Mr. Moore provides ongoing corporate and commercial advice to a number of public and private corporations and their boards of directors and in that role is actively involved in advising on strategic issues. His recent transactional experience includes the structuring of a major hospitality joint venture investment; the acquisition of a large Canadian pulp and paper operation; numerous Canadian and cross-border public debt and equity securities offerings; the sale of a Canadian trust company; the sale of the assets of a major Canadian industrial operation; and the acquisition of the remaining interest in a major Canadian brewing company. Mr. Moore received his BA from McMaster University in 1978 and his LLB from Queen s University in He was called to the Ontario bar in Office: Toronto Direct Line: pmoore@mccarthy.ca Year of Call: 1983

4 Garth M. Girvan is a senior partner in the firm s Toronto office and a member of the firm s board of partners. He joined the firm in 1978 and practises in the areas of corporate finance, mergers and acquisitions, corporate governance and financial institutions regulation. GARTH M. GIRVAN Mr. Girvan's recent experience includes: acting for Falconbridge Limited. on its proposed combination with Inco Limited ($12.5 billion) counsel to CP Ships on its sale to Tui AG (US $2 billion) counsel to Molson Inc. on its merger with Adolph Coors Inc. ($8 billion); counsel to Craig Media Limited on its sale to CHUM Limited ($265 million); advising Hollinger International and its board of directors on matters relating to Hollinger Inc. and Conrad Black; counsel to the Independent Committee of the Board of Bombardier Inc. in connection with the sale of Bombardier's Recreational Products Division ($1.1 billion); counsel to Canada Life Financial Corporation in the acquisition of Canada Life by Great West Lifeco Inc. in response to the hostile bid by Manulife Financial ($7.3 billion); counsel to the Government of Ontario in connection with the proposed privatization of Hydro One Inc. ($6 billion); counsel to Bank of Nova Scotia in connection with mergers and acquisitions; counsel to The Molson Companies Limited on the purchase of a 50 per cent interest in Molson Breweries from Foster's Breweries Limited ($1 billion); and counsel to TD Bank on its acquisition of Canada Trust ($8 billion). Mr. Girvan appears in the following Lexpert directories: the 2005 edition of the Guide to the Leading 500 Lawyers in Canada, published by Lexpert and American Lawyer, as a leading lawyer in the areas of mergers and acquisitions, corporate/commercial law and corporate finance; and all editions of the Canadian Legal Lexpert Directory, a guide to the leading law firms and practitioners in Canada, as a leading lawyer in the areas of banking, mergers and

5 GARTH M. GIRVAN acquisitions, corporate/commercial law, corporate finance and asset securitization. He is listed in the edition of The World's Leading Lawyers, published by Chambers Global, as a leading lawyer in the area of corporate law and mergers and acquisitions, and is listed as a leading lawyer in the following Euromoney Guides: Mergers and Acquisitions, Private Equity, Corporate Governance and Structured Finance. Mr. Girvan is also listed in PLC Which Lawyer 2005 as a highly recommended individual in the area of Capital Markets. Mr. Girvan has been called to the bars of Ontario, Alberta and New York. He spent 1985 with the firm of Cleary, Gottlieb, Steen and Hamilton in New York, practising in the area of securities law. Mr. Girvan is a frequent speaker at continuing education seminars on securities topics. He is a member of the board of directors of two public Canadian corporations: Imax Corporation, an entertainment company, and Corby Distilleries Limited, Canada's largest marketer and distributor of distilled spirits and wines. Office: Toronto Direct Line: ggirvan@mccarthy.ca Year of Call: 1978

6 KARL TABBAKH Associate Karl Tabbakh is a partner in our Business Law Group in Montréal. His practice encompasses cross-border mergers and acquisitions and international securities and capital markets. Mr. Tabbakh regularly acts for private and public corporations, financial institutions as well as governmental agencies (in Canada, Europe, Middle East and North Africa), providing legal advice in relation to public and private mergers, acquisitions and divestitures, joint ventures, public and private securities offerings. Mr. Tabbakh has developed a particular experience acting for Canadian public companies in connection with global securities offerings in Canada and Europe. Mr. Tabbakh s recent experience includes: advising Molson Inc., a major Canadian brewery listed on the TSX, in connection with its merger of equals with Coors Brewing Company evaluated at approximately $6 billion; advising CP Ships Limited, a TSX and NYSE listed company, in connection with its acquisition of logistics businesses in Canada; advising the Libyan government (GPTC) in connection with the restructuring of the telecom sector and the negotiations relating to the acquisition, expansion and construction of the country s GSM cellular phone network; advising CP Ships Limited, a TSX and NYSE listed company in connection with a global offering of $175 million convertible senior notes in Canada, USA and Europe; advising CP Ships Limited in connection with a $127.5 million public offering of common shares in Canada, U.S.A. and Europe; advising CP Ships Limited in connection with an offering of US$200 million high yield notes in Canada, U.S.A. and Europe; advising a Canadian oil and gas company listed on TSX in connection with a $15 million private placement in Europe and listing on the AIM market of the London Stock Exchange. The placing was shortly followed by a $40 million equity offering in the UK;

7 - 2 - KARL TABBAKH Associate advising the underwriters in connection with a concurrent $100 million public equity offering in Canada and private placement in the UK by a Canadian oil and gas company listed on the TSX; and advising the sponsors in connection with the first listing by a Canadian company on AIM using the newly adopted fast-track procedure. Prior to his return to Montréal in April 2004, Mr. Tabbakh was posted in our London, UK office since From 2000 to 2001, he worked at the London office of Clifford Chance where his practice focused on international capital markets. Prior to that, he practised business law in our Montréal office. Mr. Tabbakh received his LLB from Osgoode Hall Law School, Toronto, in 1997, after completing his BCL at the Université de Montréal in He also obtained a B.Comm. from Université Laval in Québec City. He was called to the Québec bar in 1998 and qualified as Solicitor of the Supreme Court of England and Wales in Mr. Tabbakh speaks French, English and Arabic. Office: London, England Direct Line: +44 (0) ktabbakh@mccarthy.ca Year of Call: 1998

8 SONIA STRUTHERS Sonia J. Struthers is a partner in our Business Law Group in Montréal whose practice focuses on capital markets and securities trading and advisor regulation. Ms. Struthers helps public companies effectively structure and complete complex financings, reorganizations, mergers and acquisitions, and address the challenges of ever-expanding corporate governance and public disclosure requirements. She also navigates securities brokers, portfolio managers and other intermediaries through the web of regulation governing securities trading and advising. Her recent experience includes: counsel to Zarlink Semiconductor Inc. in US$70 million asset disposition in November 2005 to Intel Corporation of UK asset radio frequency (RF) consumer business unit and on public disclosure and governance issues; counsel on securities trading and advising regulation to OpenSky Capital and Metcalfe & Mansfield Capital, two newly-formed independent companies led by former executives of National Bank Financial, carrying on the wholesale distribution, structured finance and securitization business spun off by NBF in October 2005; counsel to Molson Inc. in connection with the merger of equals which formed Molson Coors Brewing Company in February The combined company has sales of over $6 billion; counsel to each of McGill University and the Université du Québec à Montréal in $150 million debenture offerings; and counsel to BCA Publications Ltd. (the publisher of Bank Credit Analyst) in a $70 million disposition to Metal Bulletin plc, a U.K. public company. As co-chair of an Insight-sponsored conference in October 2005, Ms. Struthers brought together a group of industry experts in Montreal to focus, for the first time, on The Regulation of Securities Dealers and Advisors doing business in Quebec.

9 GREGORY G. TURNBULL Regional Managing, Alberta Mr. Turnbull is the Regional Managing in Calgary and a member of our Corporate Finance and Mergers and Acquisitions Group. Throughout his twenty-two year career, he has dealt with all aspects of a public company s creation, growth, change and termination. He provides advice on various corporate finance transactions and has been actively involved in the initial public offerings of more than 40 companies. He has acted as corporate secretary for more than 15 companies and as a director for more than ten companies. Mr. Turnbull has extensive knowledge of corporate governance issues. He acts as counsel to many boards of directors and special committees in change of control transactions, such as take-over bids (both friendly and hostile), amalgamations, plans of arrangement, asset dispositions, significant equity infusions and restructuring scenarios. Mr. Turnbull also served as an independent chair of contested shareholder meetings. Mr. Turnbull advises underwriters and investment dealers on a broad range of matters, including financings, take-over bids, corporate assignments and internal regulatory matters. Mr. Turnbull negotiates and documents numerous complex transactions for both public and private companies, including asset and share transactions, corporate re-organizations, leveraged buyouts, debt financings and various other tax motivated transactions. He has served as a member of the Securities Advisory Committee to the Alberta Securities Commission and is a member of the Law Society of Alberta, Canadian Bar Association and Calgary Bar Association. Mr. Turnbull received his BA (Honours) from Queen's University in 1976 and his LLB from the University of Toronto in He was called to the Alberta bar in Office: Calgary Direct Line: gturnbull@mccarthy.ca Year of Call: Alberta 1980

10 W. IAN PALM W. Ian Palm is a partner in our Business Law Group in Toronto. His practice focuses on the areas of corporate finance, mergers and acquisitions, private equity and technology related-commercial matters. He is a member of the firm s Technology Group, working with national and international clients in various industries. Mr. Palm is featured in Lexpert's 2005 Guide to the Leading 500 Lawyers in Canada in Canadian Midmarket Mergers & Acquisitions, which identifies the top lawyers who establish a "team" or functional partnership with midmarket organizations, providing them with a broad range of business and legal services. He also appears in Legal Media Group s 2005 Guide to the World s Private Equity Lawyers. Mr. Palm regularly acts for a number of early stage and established private and public growth companies, several of the firm s major corporate clients and a number of private equity and venture capital investors. His experience includes acting for issuers, investors and underwriters in various corporate finance, and mergers and acquisition transactions, including private placements, public offerings, private equity and venture capital financing and public and private mergers and acquisitions. Recent transactions include the followingp: Corporate Finance represented TSX-listed communications services company on $10M special warrant financing; represented TSX-listed communications services company in $7M common share private placement; represented Canadian software company on US$52M initial public offering in Canada and the United States and listing on TSX and Nasdaq National Market; Mergers and Acquisitions represented broadcast and specialty television company in proposed $265M sale to another broadcast and specialty television company; represented public Canadian-based energy company in $1B sale of Ontario-based retail energy business; represented TSX listed communications services company in series of acquisitions of private companies;

11 W. IAN PALM represented Canadian TSX and Nasdaq listed software company in $50M plan of arrangement sale to international telecommunications technology company; advised international software company on Canadian aspects of acquisitions of public and private companies; represented international consulting and outsourcing firm on $1B outsourcing and buyout of joint venture; Private Equity and Venture Capital represented U.S. venture investor in a US$27.3M crossborder (U.S. and Canada) exchangeable share financing of a Québec-based software company; represented marketplace in solutions software company multiple rounds of venture financing; represented U.S. and Canadian private equity investors in US$185M mezzanine debt financing of an Ontario-based automotive parts manufacturer; represented group of venture investors in a $19.8M exchangeable debenture venture financing of a Quebec and Ontario-based biotechnology company; represented group of venture investors in US$12M venture financing of Canadian network technology company; represented U.S. and Canadian venture investors in a US$14.4 cross-border (U.S. and Canada) exchangeable share financing security software company; represented group of venture investors in $14M venture financing of Canadian biotechnology company; represented a significant investor and the general partner on the establishment of private equity buyout fund. He also advises on commercial technology issues such as technology licensing and distribution, Internet and e- commerce transactions, web site and software development, technology acquisitions, software distribution, technology joint ventures and telecommunications. Mr. Palm lectures frequently at selected law schools, conferences and elsewhere on private equity, venture capital and securities law.

12 W. IAN PALM Mr. Palm received his B.Comm. from McGill University and his LLB from the University of British Columbia. He was called to the Ontario bar in Office: Toronto Direct Line: Year of Call: 1995

13 An Ontario Limited Liability ship Brian Vick is a partner in the Vancouver office practising in the Business Law Group. His practice focuses on corporate finance and merger and acquisition transactions for public and private companies and ongoing corporate and securities advice to public and private issuers. BRIAN VICK His recent experience includes: advising public and private companies on matters of corporate finance, mergers and acquisitions and securities law; acting in public and private securities offerings, mergers and acquisitions, corporate reorganizations and restructurings, take-over bids, issuer bids, amalgamations, plans of arrangement, related party transactions, normal course issuer bids, dissolutions and commercial acquisitions and divestitures; advising public issuers and their boards of directors and special committees regarding securities law compliance, corporate governance, directors duties and responsibilities and general corporate matters; advising and assisting issuers in preparing for annual and special meetings of shareholders and meetings of directors and special committees; and advising on executive compensation arrangements including stock option, share appreciation, share purchase, deferred share unit, restricted share unit and other incentive plans, employee benefit trust arrangements and executive severance arrangements. Mr. Vick received his B.Comm. in 1980 and his LLB in 1981 from the University of British Columbia. He was called to the British Columbia bar in Office: Vancouver Direct Line: bvick@mccarthy.ca Year of Call: 1982

14 Rene Sorell is a partner in our Corporate Finance and Mergers and Acquisitions Group in Toronto and a member of the firm s board of directors. Mr. Sorell practises almost exclusively in the area of securities law. He has had responsibility for projects in all aspects of securities law including securities offerings, contested take-over bids, proxy battles and shareholder disputes, public company mergers and reorganizations, the formation of equity and fixed income marketplaces and representation of clients in regulatory proceedings before securities regulators. RENE R. SORELL Mr. Sorell has acted as counsel to special committees of public company boards of directors. He regularly provides advice to investment dealers and other securities businesses on trading rules, trading systems, compliance and discipline matters and new products. Mr. Sorell has frequently presented cases before the Ontario Securities Commission on matters involving both securities and commodity futures legislation. Between 1979 and 1980, he served as assistant to the chair of the Ontario Securities Commission. He later acted as chair of the Policy Advisory Committee of the Ontario Securities Commission and is a member of the senior securities law advisory committee to the Commission and participated in the industry committee of the Commission s Fair Dealing project. Mr. Sorell appears in all editions of the Guide to the Leading 500 Lawyers in Canada, published by Lexpert and American Lawyer, as a leading lawyer in the areas of corporate finance and mergers and acquisitions. He also appears in the 2005 Canadian Legal Lexpert Directory, a guide to the leading law firms and practitioners in Canada, as a leading lawyer in the areas of corporate commercial law, corporate finance, mergers and acquisitions. Mr. Sorell is listed in the edition of The World s Leading Lawyers, published by Chambers Global, as a leading lawyer in the area of corporate law and mergers and acquisitions and is also listed in Euromoney s 2004 Guide to the World s Leading Capital Markets Lawyers. He has lectured extensively in the area of securities law across Canada. He has taught securities regulation as a special lecturer at Osgoode Hall Law School, the University of Toronto Faculty of Law University of Windsor Faculty of Law and Dalhousie Law School and has been an invited speaker at other law schools at both the LLB and LLM levels.

15 RENE R. SORELL Mr. Sorell is a co-author of Private Placements in Canada. He received his BA from McGill University, his MA from the University of Toronto, and his LLB from Osgoode Hall Law School. He was called to the Ontario bar in Office: Toronto Direct Line: rsorell@mccarthy.ca Year of Call: 1978

16 R. PAUL STEEP R. Paul Steep is a partner in our Litigation Group in Toronto and a member of the firm s board of directors. He carries on a litigation practice with a specific focus on commercial litigation. He also maintains a practice defending physicians in major medical malpractice claims. He has an active trial practice before the Ontario Superior Court of Justice. Mr. Steep has recently been involved in major business valuation disputes, oppression remedies, directors and officers liability cases, banking litigation, taxation litigation, securities hearings and a wide variety of commercial contractual disputes before all levels of Ontario courts. He has acted as counsel in contested take-over bids to target companies and on behalf of bidders. Mr. Steep appears regularly before the OSC on a variety of regulatory and enforcement matters. He also regularly acts on behalf of persons and corporations subject to OSC investigation. In addition, he has conducted trials and appeals in major medical malpractice claims. Mr. Steep recently completed a four-year term as chair of the firm s Litigation Group, comprised of 80 lawyers practising in virtually all areas of civil litigation before a wide variety of courts and tribunals throughout Canada. He is listed in the edition of The World s Leading Lawyers, published by Chambers Global, as a leading lawyer in the area of litigation. Mr. Steep also appears in the 2005 Canadian Legal Lexpert Directory, a guide to the leading law firms and practitioners in Canada, as a leading lawyer in the areas of corporate commercial litigation, securities litigation and medical negligence. Mr. Steep is also listed in the 2003 edition of The World s Leading Lawyers, published by Chambers Global, as a leading lawyer in the area of litigation. He received his BA (Hons.) and his LLB from Queen s University. Mr. Steep was called to the Ontario bar in Office: Toronto Direct Line: psteep@mccarthy.ca Year of Call: 1982