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Sedar Filings

over 13 years ago

http://www.sedar.com/CheckCode.do;jsessionid=0000Az52_MEarKAYV2mkv5b_GUk:-1

Report Pursuant to

Section 102.1 of the Securities Act (Ontario) and

Similar Provisions of other Provincial Securities Legislation

1. The name and address of the Offeror

Ruby Blue Ltd. (the “Offeror”)

Trident Chambers

P.O. Box 146, Road Town

Tortola, British Virgin Islands

2. The designation and number or principal amount of securities and the Offeror’s security holding percentage in the class of securities of which the Offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file a news release, and whether it was ownership or control that was acquired in those circumstances

On April 8, 2011, the Offeror acquired 38,000,000 common shares (the “Common Shares”) of Falcon Oil & Gas Ltd. (the “issuer”) and 28,500,000 Common Share purchase warrants (the “Warrants”).

3. The designation and number or principal amount of securities and the Offeror’s securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to obligation to file a news release

Following such acquisition, the Offeror beneficially owns an aggregate of 48,268,673 Common Shares and 28,500,000 Warrants. Assuming the exercise of the Warrants held by the Offeror, the Offeror would own 12.15% of the issued and outstanding Common Shares.

4. The designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph (3) over which:

(a) the Offeror, either alone or together with any joint actors, has ownership and control

Not applicable.

(b) the Offeror, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the Offeror or any joint actor

The Offeror directly has ownership and control over 38,000,000 Common Shares and 28,500,000 Warrants. The Offeror has beneficial ownership of, but not control over, 10,268,673 Common Shares.

(c) the Offeror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership

Not applicable.

5. The name of the market in which the transaction or occurrence that gave rise to the news release took place

Not applicable.

6. The value in Canadian dollars of any consideration offered per security if the Offeror acquired ownership of a security in the transaction or occurrence giving rise to the obligation to file a news release

CDN$0.15 per unit (each unit consisting of one Common Share and three quarters of one Common Share purchase Warrant). Each whole Warrant entitles the holder to acquire one Common Share of the issuer at an additional purchase price of CDN$0.18 per share for a period of 36 months from the date of issuance.

7. The purpose of the Offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer

The Warrants and Common Shares referred to above are held for investment purposes and the Offeror and/or one or more of its affiliates may, depending on market and other conditions, increase or decrease its beneficial ownership of Common Shares or other securities of the issuer whether in the open market, by privately negotiated agreement or otherwise.

8. The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer entered into by the Offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, disposition or voting of any of the securities

The Offeror entered into a subscription agreement for the purchase of the units which contained standard representations and warranties.

9. The names of any joint actors in connection with the required disclosure

None.

10. In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value in Canadian dollars of the consideration paid by the Offeror

See #6 above.

11. If applicable, a description of any change in any material fact set out in a previous report by the entity under the early warning requirements or Part 4 of National Instrument 62-103 in respect of the reporting issuer’s securities

Not applicable.

12. If applicable, a description of the exemption from securities legislation being relied on by the Offeror and the facts supporting that reliance

Not Applicable.

13. The filing of this report is not an admission that an entity named in the report owns or controls any described securities or is a joint actor with another named entity.

DATED this12th day of April, 2011.

RUBY BLUE LTD.

“Nicos Gavrielides”

Name: Nicos Gavrielides

Position: Director