FINTRY ENTERPRISES INC. NOTICE OF ANNUAL AND SPECIAL MEETING SHAREHOLDERS TO BE HELD ON NOVEMBER 25, 2005 AND INFORMATION CIRCULAR

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1 FINTRY ENTERPRISES INC. NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 25, 2005 AND INFORMATION CIRCULAR October 24, 2005 Neither the TSX Venture Exchange Inc. nor any securities regulatory authority has in any way passed upon the merits of the transaction described in this information circular.

2 FINTRY ENTERPRISES INC. PO Box 75501, 3034 Edgemont Boulevard North Vancouver, British Columbia V7R 4X1 Tel: Fax: October 24, 2005 Dear Shareholder: The accompanying information circular dated October 24, 2005 (the Circular ) contains information for holders of common shares of Fintry Enterprises Inc. ( Fintry or the Company ) relating to the proposed acquisition (the Acquisition ) of BZU Minerals Ltd., a privately-owned uranium exploration and development company, by way of share exchange, as well as certain other general and special matters to be dealt with at the upcoming shareholders meeting. The Acquisition is contingent upon, among other things, approval of the Acquisition by the shareholders of Fintry, completion of a related financing and receipt of regulatory approval satisfactory in form and substance to Fintry s board of directors. You are invited to attend the annual and special meeting of Fintry s shareholders (the Meeting ) to be held at the office of Axium Law Corporation located at Suite 3350, 1055 Dunsmuir Street, Vancouver, BC, Canada V7X 1L2 on November 25, 2005 starting at 1:00 p.m., at which time you will be asked to consider and vote upon the proposed Acquisition and other related and general matters. The board of directors of Fintry has unanimously approved the Acquisition and recommends that shareholders of Fintry vote in favour of the Acquisition and all matters to be considered at the Meeting. Without the prescribed approval of the shareholders, the proposed Acquisition cannot take place. Your attention is directed to the section entitled The Acquisition Reasons for the Acquisition and Board Recommendation in the accompanying Circular where the board of directors' reasons for recommending the Acquisition are summarized. If you are unable to attend the Meeting in person, please return the enclosed form of Proxy so that your shares can be voted at the Meeting in accordance with your instructions. If you are in doubt as to how to deal with the enclosed documents or the matters referred to therein, please immediately consult your legal advisor or broker. Yours truly, (signed) Greg Andrews Greg Andrews President and Chief Executive Officer

3 FINTRY ENTERPRISES INC. NOTICE OF ANNUAL AND SPECIAL MEETING OF S HAREHOLDERS NOTICE IS HEREBY GIVEN that the annual and special meeting (the Meeting ) of the shareholders (the Shareholders ) of Fintry Enterprises Inc. ( Fintry or the Company ) will be held at Suite 3350, 1055 Dunsmuir Street, Vancouver, BC, Canada V7X 1L2 on November 25, 2005, at 1:00 p.m. (Vancouver time), for the following purposes: 1. To receive the audited consolidated financial statements of Fintry for the fiscal year ended March 31, 2005, together with the auditors report thereon; 2. To appoint auditors and to authorize the Directors to fix their remuneration; 3. To determine the number of Directors at four; 4. To elect Directors; 5. To consider and, if thought fit, to pass an ordinary resolution, with or without variation, to authorize and approve the Acquisition Resolution (as defined in the information circular of Fintry dated October 24, 2005 (the Circular )) as more particularly described in the accompanying Circular; 6. To consider, and if thought fit, to pass a special resolution, with or without variation, to approve the consolidation of the common shares of Fintry on a 2 to 1 basis and an increase of Fintry s authorized share capital to an unlimited number of common shares; 7. To consider, and if thought fit, to pass a special resolution, with or without variation, to change the name of Fintry to Mesa Uranium Corp. or such other name as is acceptable to the Directors of Fintry and the Registrar of Companies; 8. To consider, and if thought fit, to pass an ordinary resolution, with or without variation, to approve the adoption of a rolling stock option plan which reserves a total of 10% of the issued and outstanding shares of Fintry for issuance thereunder; 9. To consider, and if thought fit, to pass a special resolution, with or without variation, to approve the adoption of new articles of incorporation and the removal of the pre-existing company provisions, as more particularly described in the accompanying Circular; and 10. To transact such other business as may properly come before the Meeting or any adjournment or adjournments thereof. In the event that the Acquisition Resolution is not passed or the Acquisition does not become effective, then the Board of Directors of Fintry does not plan to proceed with the resolutions described in paragraphs 6, 7, and 8 above. Accompanying this Notice of Meeting are an Circular, which contains audited financial statements of Fintry for the fiscal years ended March 31, 2005, 2004 and 2003, unaudited financial statements of Fintry for the three month periods ended June 30, 2005 and 2004, audited consolidated financial statements of BZU Minerals Ltd. for the period ended October 14, 2005 and pro forma consolidated financial statements of Fintry as at June 30, 2005; a form of Proxy ; and an Annual Return Form. The accompanying Circular provides information relating to the matters to be addressed at the Meeting and is incorporated into this Notice. Only Shareholders of record on September 27, 2005 are entitled to receive notice of and vote at the Meeting.

4 -2- Shareholders are entitled to vote at the Meeting either in person or by proxy. Those Shareholders who are unable to attend the Meeting in person are requested to read, complete, sign and mail the enclosed form of Proxy in accordance with the instructions set out in the Proxy and the Circular accompanying this Notice. Please advise Fintry of any change in your mailing address. A proxy will not be valid unless the completed form of proxy is received by Computershare Investor Services Inc., Attention: Proxy Department, 9th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, or by fax at not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any adjournment thereof or delivered to the Chairman prior to the commencement of the Meeting. DATED at North Vancouver, British Columbia, this 24th day of October, BY ORDER OF THE BOARD (signed) Greg Andrews Greg Andrews President and Chief Executive Officer \RTO - BZU\8986

5 TABLE OF CONTENTS INFORMATION CIRCULAR...1 INFORMATION CONCERNING BZU...1 TECHNICAL INFORMATION...1 FINANCIAL INFORMATION AND ACCOUNTING PRINCIPLES...2 SUMMARY...3 THE MEETING...3 THE ACQUISITION...4 GLOSSARY OF TERMS...7 GENERAL PROXY INFORMATION THE ACQUISITION BACKGROUND TO THE ACQUISITION...13 FORMAL AGREEMENT...13 REASONS FOR THE ACQUISITION AND BOARD RECOMMENDATION...13 DETAILS OF THE ACQUISITION...14 INFORMATION CONCERNING BZU GENERAL...18 BUSINESS OF BZU...19 LISBON VALLEY PROPERTY...19 SELECTED CONSOLIDATED FINANCIAL INFORMATION AND MANAGEMENT DISCUSSION AND ANALYSIS...31 DIRECTORS AND OFFICERS OF BZU...32 SHARE CAPITAL...34 CAPITALIZATION...34 PRIOR SALES...35 PRINCIPAL HOLDERS OF SECURITIES...35 EXECUTIVE COMPENSATION...35 BZU RISK FACTORS...36 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS...40 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS...41 MATERIAL CONTRACTS...41 AUDITORS...41 LEGAL PROCEEDINGS...41 INFORMATION CONCERNING FINTRY GENERAL...42 BUSINESS OF FINTRY...42 SELECTED FINANCIAL INFORMATION AND MANAGEMENT DISCUSSION AND ANALYSIS...42 DIRECTORS AND OFFICERS OF FINTRY...45 SHARE CAPITAL...47 CAPITALIZATION...47 PRIOR SALES...47 PRINCIPAL HOLDERS OF SECURITIES...48 RIGHTS TO PURCHASE SECURITIES...49 RISK FACTORS...49 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS...50 MANAGEMENT CONTRACTS...50 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS...50 DIVIDEND RECORD AND POLICY...50 MATERIAL CONTRACTS...50

6 -ii- AUDITORS AND REGISTRAR AND TRANSFER AGENT...50 LEGAL PROCEEDINGS...51 AUDIT COMMITTEE...51 ADDITIONAL INFORMATION...51 INFORMATION CONCERNING THE RESULTING ISSUER GENERAL...51 AVAILABLE FUNDS AND PRINCIPAL PURPOSES FOR FUNDS...51 BUSINESS OF THE RESULTING ISSUER...53 SHARE AND LOAN CAPITAL OF THE RESULTING ISSUER...53 PRINCIPAL SHAREHOLDERS...54 PUBLIC AND INSIDER OWNERSHIP...54 RIGHTS TO PURCHASE SECURITIES...55 DIVIDEND RECORD...56 AUDITORS AND REGISTRAR AND TRANSFER AGENT...57 SELECTED PRO FORMA FINANCIAL INFORMATION...57 RISK FACTORS...58 ANNUAL MEETING BUSINESS APPOINTMENT OF AUDITORS...58 ELECTION OF DIRECTORS...58 PARTICULARS OF OTHER MATTERS TO BE ACTED UPON APPROVAL OF SHARE CONSOLIDATION AND INCREASE IN AUTHORIZED CAPITAL...61 APPROVAL OF NAME CHANGE...62 APPROVAL OF NEW STOCK OPTION PLAN...62 ADOPTION OF NEW ARTICLES AND REMOVAL OF THE PRE-EXISTING COMPANY PROVISIONS...63 INTEREST OF CERTAIN PERSONS IN MATTERS TO B E ACTED UPON RELATIONSHIP BETWEEN FINTRY OR BZU AND PROFESSIONAL PERSONS OTHER MATTERS CONSENTS AUDITORS CONSENT FINTRY ENTERPRISES INC AUDITORS CONSENT B ZU MINERALS LTD CERTIFICATE OF FINTRY ENTERPRISES INC CERTIFICATE OF BZU MINERALS LTD INDEX TO SCHEDULES \RTO - BZU\8986

7 FINTRY ENTERPRISES INC. PO Box 75501, 3034 Edgemont Boulevard North Vancouver, British Columbia V7R 4X1 Tel: Fax: INFORMATION CIRCULAR (Unless otherwise indicated, this Information Circular contains information as at October 24, 2005) This Circular is being furnished in connection with the solicitation of proxies by management of Fintry for use at the annual and special meeting of Fintry Shareholders to be held at 1:00 p.m. (Vancouver time) on November 25, 2005 at Suite 3350, 1055 Dunsmuir Street, Vancouver, BC, Canada V7X 1L2 and at any adjournment thereof. It is anticipated that this Circular and the accompanying form of Proxy will be distributed to Fintry Shareholders on or about October 28, See Information Concerning BZU Risk Factors and Information Concerning Fintry Risk Factors for certain considerations relevant to Fintry Shareholders regarding the Acquisition as referred to in this Circular. No person is authorized to give any information or to make any representation not contained in this Circular and, if given or made, such information or representation should not be relied upon as having been authorized. This Circular does not constitute an offer to sell, or a solicitation of an offer to acquire, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or proxy solicitation. The TSX Venture Exchange Inc. (the TSX-V ) has not in any way passed upon the merits of the transactions described herein and any representation to the contrary is an offence. Information Concerning BZU The information contained or referred to in this Circular with respect to BZU and BZU Holdco has been furnished by BZU. Fintry and its directors and officers have relied on the information relating to BZU and BZU Holdco which was provided by BZU and take no responsibility for any errors in such information or omissions therefrom. Technical Information Technical information provided herein for the Lisbon Valley property (the Lisbon Valley Property or the Property ) is based upon information contained in a report (the Technical Report ) entitled Project Summary Lisbon Valley Uranium Project Lisbon Valley, San Juan County, Utah, U.S.A dated October 12, 2005, prepared by Bill R. Fleshman. The Technical Report was prepared for BZU and Fintry in compliance with National Instrument Standards for Disclosure for Mineral Projects ( NI ) for submission as an independent technical report to the TSX-V and the British Columbia and the Alberta Securities Commissions in connection with this Circular and the Acquisition. The Technical Report was prepared by Mr. Fleshman as the responsible qualified person under NI The technical information contained in this Circula r with respect to the Property has been summarized from the Technical Report. Fintry has filed the Technical Report with the British Columbia and Alberta Securities Commissions.

8 - 2 - Financial Information and Accounting Principles The financial statements and summaries of financial information contained in this Circular are reported in Canadian dollars, other than the consolidated financial statements of BZU and BZU s selected consolidated financial information contained herein. All financial statements of Fintry and BZU have been prepared in accordance with Canadian generally accepted accounting principles. The rate of exchange for U.S. dollars to Canadian dollars on October 14, 2005, the date of conversion for the disclosure herein was US$1.00 = Cdn$ and was based on the Bank of Canada rate of exchange. All Fintry and Resulting Issuer share capital calculations assume that: (i) the subscription receipts issued pursuant to the Fintry Financing were issued at $1.00 per subscription receipt (postconsolidation) and have been fully exercised for Fintry Units, consisting of one Fintry Share and one Unit Warrant; and (ii) the Debt Settlement was completed at a price per share of $1.00 (post-consolidation).

9 - 3 - SUMMARY The following is a summary of certain information contained in this Circular and the schedules attached hereto. This Summary is provided for convenience of reference only. This Summary should be read in conjunction with, and is qualified by, the more detailed information and financial statements contained in the Notice of Meeting and the body of this Circular and the schedules attached hereto. Fintry Shareholders are urged to review this Circular in its entirety. The disclosure in this Circular of a scientific and technical nature under the heading Information Concerning BZU Business of BZU, Information Concerning BZU Lisbon Valley Property and Information Concerning the Resulting Issuer Business of the Resulting Issuer is based on the Technical Report (as defined herein). Capitalized terms not otherwise defined in this summary shall have the meanings assigned to those terms in the Glossary or elsewhere in the Circular. The Meeting Time, Date and Place of Meeting The annual and special meeting (the Meeting ) of the shareholders (the Fintry Shareholders ) of Fintry Enterprises Inc. ( Fintry or the Company ) will be held on November 25, 2005 at Suite 3350, 1055 Dunsmuir Street, Vancouver, BC, Canada V7X 1L2 commencing at 1:00 p.m. (Vancouver time). Purpose of the Meeting At the Meeting, the Fintry Shareholders will receive the audited consolidated financial statements of Fintry for the fiscal year ended March 31, 2005 and will be asked to consider, and if thought fit, to pass resolutions approving or confirming the following matters: to appoint auditors and to authorize the Directors to fix their remuneration; to determine the number of Directors at four; to elect Directors; to approve the Acquisition Resolution; to approve the consolidation of the Fintry Shares on a 2:1 basis and the increase of Fintry s authorized share capital to an unlimited number of common shares; to approve the change of Fintry s name to Mesa Uranium Corp. or such other name as is acceptable to the Directors of Fintry and the Registrar; to approve Fintry s New Stock Option Plan; to approve the adoption of new articles of incorporation and the removal of the pre-existing company provisions; and to transact such other business as may properly come before the Meeting. Meeting Record Date Fintry has fixed September 27, 2005 as the record date for determining the Fintry Shareholders entitled to receive notice of and vote at the Meeting.

10 - 4 - The Acquisition General Pursuant to the Formal Agreement, Fintry proposes, among other things, to acquire all of the issued and outstanding BZU Shares in exchange for Fintry Shares and Special Warrants following which BZU will become a whollyowned subsidiary of Fintry. Completion of the Acquisition will result in BZU carrying out a reverse take-over of Fintry and Fintry becoming involved in the acquisition, exploration and development of mineral properties in the Lisbon Valley Mining District in Utah, U.S.A., through BZU and BZU Holdco. See Matters to be Acted Upon The Acquisition. The principal assets of BZU are unpatented lode mining claims and Utah State mineral leases related to uranium mining located in the Lisbon Valley Mining District in Utah, U.S.A. which are held by BZU Holdco, a whollyowned subsidiary of BZU. See Information Concerning BZU Business of BZU and Information Concerning BZU Lisbon Valley Property. Reasons for the Acquisition The primary purpose of the Acquisition is to acquire BZU and the assets of BZU, thereby becoming involved in the acquisition, exploration and development of mineral properties in the Lis bon Valley Mining District in Utah, U.S.A. See The Acquisition Reasons for the Acquisition and Board Recommendation. Required Approvals The Acquisition is subject to a number of approvals which must be obtained prior to its implementation, including the following: (a) Shareholder Approval The Acquisition constitutes a reverse take-over under NEX and TSX-V policies and accordingly requires the approval of a majority of the votes cast by Fintry Shareholders. At the Meeting, the Fintry Shareholders will be asked to consider and, if thought fit, to pass the Acquisition Resolution, the full text of which is set out in Resolution 4 of Schedule A attached to this Circular. (b) Regulatory Approval The Acquisition remains subject to approval by the TSX-V, and such approval may not be received on a basis acceptable to Fintry and/or BZU, or at all. Conditions to the Acquisition Becoming Effective Completion of the Acquisition is subject to a number of conditions specified in the Formal Agreement including, among others: completion of the Fintry Financing; completion of the Debt Settlement; the Board of Directors of Fintry consisting of one nominee of Fintry and up to four nominees of BZU; completion of the Share Consolidation; completion of the Name Change; adoption of the New Stock Option Plan; receipt of all necessary corporate and regulatory approvals to the Acquisition and related matters; and satisfactory completion of due diligence reviews by BZU and Fintry.

11 - 5 - There can be no assurance that such conditions will be satisfied. See The Acquisition Details of the Acquisition Conditions to Acquisition Becoming Effective. Effective Date The Acquisition by Fintry of BZU is expected to be completed on or about November 30, 2005, but in any event, no later than December 31, 2005, subject to satisfaction or waiver of all conditions specified in the Formal Agreement. Selected Pro Forma Financial Information The funds that will be available to the Resulting Issuer as of the Effective Date are estimated to be $1,805,119 assuming the Minimum Financing and $3,665,119 assuming the Maximum Financing. This number, calculated as of October 14, 2005, assumes Fintry and BZU have a combined working capital (pre-financing) of $70,119. An expected commission of 7% payable to the agents under the Fintry Financing as well as costs of the Acquisition estimated at $125,000 have been subtracted from the funds available. As of the date of the proforma financial statements included herein, the resource property and deferred exploration assets are valued at US$435,707 (Cdn$516,574) and there are no long term liabilities. See Schedule D Financial Statements Pro Forma. Fintry Financing Fintry is required to complete a financing to raise minimum gross proceeds of $2,000,000 and maximum gross proceeds of $4,000,000 as a condition to the completion of the Acquisition. Fintry intends to complete a brokered private placement of subscription receipts to raise a minimum of $2,000,000 and a maximum of $4,000,000 in gross proceeds on or before the completion of the Acquisition. The subscription receipts will be convertible into Fintry Units on a one for one basis upon the expiry of the four month hold period. It is contemplated that, subject to market conditions, the Fintry Financing will be priced based upon the market price or discounted market price of the Fintry Shares at the time Fintry announces the Fintry Financing in accordance with the rules and policies of the TSX-V. The Fintry Units will consist of a Fintry Share and one Unit Warrant. The composition and terms of the Fintry Units will be determined at the time the Fintry Financing is announced. Debt Settlement It is a condition of the Acquisition that Fintry complete a settlement of $1,611,861 of its outstanding debt owing to creditors at a price per Fintry Share equal to the lower of $1.00 per share and the price per subscription receipt under the Fintry Financing. The creditors have agreed to accept the issuance of a minimum of 1,611,861 postconsolidated Fintry Shares ($1.00 per share) in full settlement of their debts provided the Acquisition is completed before December 31, Directors and Officers Upon the completion of the Acquisition, the Resulting Issuer will have four directors, and the persons listed below will be the initial directors and officers of the Resulting Issuer: Brian Kirwin Giulio T. Bonifacio Foster Wilson Greg Andrews Non-Executive Chairman, Chief Executive Officer and Director Executive Vice-President, Chief Financial Officer and Director Director Director See Information Concerning the Resulting Issuer Directors and Officers of the Resulting Issuer. Share Consolidation Conditional upon and concurrent with the completion of the Acquisition and subject to shareholder and regulatory approvals, the share capital of Fintry will be consolidated on a two for one basis, such that for every two existing Fintry Shares, there will be one new common share without par value post-consolidation. See Particulars of Other Matters to be Acted Upon Share Consolidation and Increase in Authorized Capital.

12 - 6 - Name Change Conditional upon and concurrent with the completion of the Acquisition and subject to shareholder and regulatory approvals, Fintry will change its name to Mesa Uranium Corp. or such other name as is acceptable to the Board of Directors. See Particulars of Other Matters to be Acted Upon Approval of Name Change. New Stock Option Plan Fintry currently has a fixed stock option plan in place which allows it to grant options to purchase up to 415,000 Fintry Shares, of which none are currently outstanding. See Information Concerning Fintry Rights to Purchase Securities. Conditional upon and concurrent with the completion of the Acquisition and subject to shareholder and regulatory approvals, Fintry will implement the New Stock Option Plan which will be a rolling stock option plan and entitle Fintry to grant options to purchase up to 10% of Fintry s issued and outstanding shares as at the time of grant including any outstanding stock options. See Particulars of Other Matters to be Acted Upon Approval of New Stock Option Plan. Recommendations of Directors The Board of Directors of Fintry has reviewed the terms and conditions of the Acquisition as set forth in the Formal Agreement and has unanimously concluded that the terms are fair and reasonable to, and are in the best interests of Fintry and the Fintry Shareholders. Subject to satisfaction or waiver of a number of conditions, including completion of due diligence reviews, and obtaining shareholder and regulatory approvals, the Board of Directors has approved the Acquisition and authorized the Acquisition Resolution to be submitted to the Fintry Shareholders for approval. See The Acquisition Reasons for the Acquisition and Board Recommendation.

13 - 7 - GLOSSARY OF TERMS In this Circular, unless there is something in the subject matter or context inconsistent therewith, the following capitalized words and terms shall have the following meanings: $ or Cdn $ Canadian dollars and US$ means United States dollars. Acquisition Acquisition Resolution Affiliate Associate Auditors BCBCA Board or the Board of Directors BZU BZU Holdco The proposed acquisition of all of the outstanding BZU Shares by Fintry in exchange for an aggregate of 15,000,000 post-consolidated Fintry Shares and Special Warrants convertible into post-consolidated Fintry Shares whereby BZU will become a wholly -owned subsidiary of Fintry, and the BZU Shareholders will obtain effective control of Fintry, as contemplated by the Formal Agreement. The Ordinary Resolution of the Fintry Shareholders concerning the Acquisition, the Debt Settlement and the Fintry Financing substantially in the form and content set out as Resolution 4 of Schedule A attached to this Circular. Any company that is a subsidiary of another company or each of them is controlled by the same person. If used to indicate a relationship with a Person: (a) (b) (c) (d) a partner of that Person; a trust or estate in which that Person has a substantial beneficial interest or for which that Person serves as trustee or in a similar capacity; a company of which that Person beneficially owns or controls, directly or indirectly, Voting Shares carrying more than 10% of the voting rights attached to all outstanding Voting Shares of Fintry; or in case of an individual: (i) (ii) that individual s spouse or child, or a relative of that individual or that individual s spouse if that relative has the same home as the individual. and for the purpose of this definition, spouse includes an individual who is living with another individual in a marriage-like relationship. D & H Group LLP, Chartered Accountants, the auditors of Fintry. Business Corporations Act (British Columbia), as amended. The board of directors of Fintry. BZU Minerals Ltd., a company incorporated under the laws of British Columbia. BZU Holdings, Inc., a corporation incorporated under the laws of Nevada, U.S.A. and wholly-owned by BZU.

14 - 8 - BZU Mineral Claims BZU Shareholder BZU Shares Circular Computershare Control Debt Settlement Debt Settlement Agreements Effective Date Fintry Approximately 16,640 acres (6,735 hectares) of federal unpatented mining claims and Utah state mineral leases located within Township 29 South through Township 30 South, Range 23 East through Range 26 East, Salt Lake Meridian, Utah, U.S.A., owned by BZU Holdco. See Information Concerning BZU Lisbon Valley Property. A person who is the registered holder of BZU Shares as of the Effective Date immediately prior to the completion of the Acquisition. The common shares without par value in the capital of BZU as the same are constituted on the date hereof. This information circular together with the schedules attached hereto. Computershare Investor Services Inc., Fintry s registrar and transfer agent. A company is controlled by a Person if: (a) (b) Voting Shares of Fintry are held, other than by way of security only, by or for the benefit of that Person, and the Voting Shares, if voted, entitle the Person to elect a majority of the directors of Fintry. A settlement of a total of $1,611,861 of outstanding debt owed to existing creditors of Fintry in exchange for a minimum of 1,611,861 post-consolidated Fintry Shares under the terms of the Debt Settlement Agreements. Agreements entered into between Fintry and creditors of Fintry regarding the Debt Settlement. The date the Acquisition is completed. Fintry Enterprises Inc., a company incorporated under the laws of British Columbia. Fintry Financing A brokered private placement to raise gross proceeds of a minimum of $2,000,000 and a maximum of $4,000,000 through the issuance of subscription receipts convertible into Fintry Units upon the expiry of the four month hold period. For the purposes of this Circular, a price of $1.00 per subscription receipt (postconsolidation) has been assumed notwithstanding that the actual price of the subscription receipts may differ as a result of market conditions at the time of announcement. Fintry Shareholders Fintry Shares Fintry Units A person who is a registered holder of Fintry Shares as shown on the share register of Fintry at the appropriate time. The common shares without par value in the capital of Fintry as the same are constituted on the date hereof. Units consisting of one post-consolidated Fintry Share and one Unit Warrant. Each Unit Warrant issued in connection with the Fintry Financing will entitle the holder to purchase one additional post-consolidated Fintry Share at an exercise price and expiry date to be determined.

15 - 9 - Fintry Warrants Formal Agreement Insider Maximum Financing Minimum Financing Meeting Name Change New Stock Option Plan NEX Ordinary Resolution Person Proxy Record Date Registrar Resulting Issuer Share Consolidation Common share purchase warrants exercis able to acquire Fintry Shares. The share exchange agreement dated October 21, 2005 among Fintry, BZU, BZU Holdco and the BZU Shareholders as may subsequently be amended, restated or varied to effect the Acquisition. An insider as defined in the Securities Act (British Columbia) including the directors and senior officers of Fintry, or subsidiaries of Fintry, and any person that has direct or indirect ownership of, or control or direction over, securities of Fintry carrying more than 10% of the voting rights attaching to the respective outstanding voting securities of Fintry. Gross proceeds of $4,000,000 raised pursuant to the Fintry Financing. Gross proceeds of $2,000,000 raised pursuant to the Fintry Financing. The annual and special meeting of the Fintry Shareholders to be held on November 25, 2005 and any adjournment or postponement thereof. The change of name of Fintry to Mesa Uranium Corp. or such other name as may be acceptable to the Board of Directors and the Registrar. A new rolling stock option plan to replace Fintry s existing fixed stock option plan that will reserve up to 10% of the issued and outstanding shares of Fintry as of the date of grant of the options. The separate board of the TSX-V for companies previously lis ted on the TSX-V or Toronto Stock Exchange which have failed to maintain compliance with the ongoing financial requirements of those markets. A resolution passed by a simple majority (50% + 1) of the votes cast by Fintry Shareholders who voted in respect of such resolution at the Meeting with respect to a particular matter either in person or by proxy. An individual, corporation, incorporated association or organization, body corporate, partnership, trust association or other entity. The form of Proxy included with this Circular. The date fixed by Fintry for determining the Fintry Shareholders entitled to receive notice of and vote at the Meeting, being September 27, Registrar of Companies for British Columbia. Mesa Uranium Corp., the issuer which will result from the Acquisition of BZU by Fintry pursuant to the Formal Agreement. A consolidation of the authorized and issued and outstanding common shares of Fintry on a 2 for 1 basis.

16 Special Resolution Special Warrants A resolution passed by a majority of not less than three-quarters (3/4) of the votes cast by shareholders who voted in respect of such resolution at the Meeting with respect to a particular matter either in person or by proxy. Special warrants of Fintry to be created and issued to certain of the BZU Shareholders pursuant to the Acquisition, each of which is exercisable for one postconsolidated Fintry Share for a period of ten years for no additional consideration, and will be deemed to be exercised upon the tenth anniversary of the date of issuance. Technical Report The Technical Report for the Lisbon Valley Property dated October 12, 2005, prepared by Bill R. Fleshman of Reno, Nevada, U.S.A., as the responsible independent qualified person, in accordance with National Instrument Standards of Disclosure for Mineral Projects. TSX-V Unit Warrants Voting Share The TSX Venture Exchange Inc. The common share purchase warrants of Fintry issued in connection with the Fintry Financing as part of the Fintry Units. A security of an issuer that: (a) (b) is not a debt security, and carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

17 GENERAL PROXY INFORMATION Solicitation of Proxies THIS CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE MANAGEMENT OF FINTRY FOR USE AT THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF FINTRY (AND ANY ADJOURNMENT THEREOF) (THE MEETING ) TO BE HELD ON NOVEMBER 25, 2005 AT THE TIME AND PLACE AND FOR THE PURPOSES SET FORTH IN THE ACCOMPANYING NOTICE OF MEETING. While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally or by telephone by the regular employees of Fintry at nominal cost. All costs of solicitation by management will be borne by Fintry. THE CONTENTS AND THE SENDING OF THIS CIRCULAR HAVE BEEN APPROVED BY THE DIRECTORS OF FINTRY. Appointment and Revocation of Proxies The individuals named in the accompanying form of Proxy are Directors and/or Officers of Fintry. A form of Pro xy will be sent with this Circular to the Fintry Shareholders. A FINTRY S HAREHOLDER WISHING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A FINTRY SHAREHOLDER ) TO REPRESENT HIM AT THE MEETING HAS THE RIGHT TO DO SO, EITHER BY STRIKING OUT THE NAMES OF THOSE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY AND INSERTING THE DESIRED PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR BY COMPLETING ANOTHER FORM OF PROXY. A Fintry Shareholder who has given a Proxy may revoke it by an instrument in writing executed by the Fintry Shareholder or by his attorney authorized in writing or, where the Fintry Shareholder is a corporation, by a duly authorized officer or attorney of the corporation. A Proxy will not be valid unless the completed form of proxy is received by Computershare Investor Services Inc., Attention: Proxy Department, 9th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, or by fax at (the Transfer Agent ) not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any adjournment thereof or delivered to the Chairman prior to the commencement of the Meeting. A revocation of a Proxy does not affect any matter on which a vote has been taken prior to the revocation. Advice to Beneficial Shareholders ONLY REGISTERED SHAREHOLDERS OR DULY APPOINTED PROXYHOLDERS ARE PERMITTED TO VOTE AT THE MEETING. FINTRY SHAREHOLDERS WHO DO NOT HOLD THEIR FINTRY SHARES IN THEIR OWN NAME (REFERRED TO HEREIN AS NON-REGISTERED SHAREHOLDERS ) ARE ADVISED THAT ONLY PROXIES FROM SHAREHOLDERS OF RECORD CAN BE RECOGNIZED AND VOTED AT THE MEETING. Non-Registered Share holders who complete and return an instrument of proxy must indicate thereon the person (usually a brokerage house) who holds their shares as a registered Shareholder. Every intermediary (broker) has its own mailing procedure, and provides its own return instructions, which should be carefully followed. The instrument of proxy supplied to Non-Registered Shareholders is identical to that provided to Registered Shareholders. However, its purpose is limited to instructing the registered Securityholder how to vote on behalf of the beneficial Fintry Shareholder. If Fintry Shares are listed in an account statement provided to a Fintry Shareholder by a broker, then in almost all cases those Fintry Shares will not be registered in such Fintry Shareholder's name on the records of Fintry. Such shares will more likely be registered under the name of the Fintry Shareholder's broker or an agent of that broker. In Canada, the vast majority of such Fintry Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Fintry Shares, which company acts as nominee for many Canadian brokerage firms). Fintry Shares held by brokers or their nominees can only be voted (for or against resolutions) upon the instructions of the beneficial Shareholder. Without specific instructions, brokers/nominees are prohibited from voting Fintry Shares for their clients. The directors and officers of Fintry do not know for whose benefit the Fintry Shares registered in the name of CDS & Co. are held.

18 In accordance with National Instrument Communication with Beneficial Owners of Securities of a Reporting Issuer, Fintry has distributed copies of the Notice of Meeting, this Circular and the Proxy to the clearing agencies and intermediaries for onward distribution to Non-Registered Shareholders. Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Non-Registered Shareholders in advance of shareholders' meetings unless the Non-Registered Shareholder has waived the right to receive meeting materials. Every intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Non-Registered Shareholders in order to ensure that their Fintry Shares are voted at the Meeting. Often the form of proxy supplied to a beneficial Fintry Shareholder by its broker is identical to the form of proxy provided by Fintry to the registered Fintry Shareholders. However, its purpose is limited to instructing the registered Fintry Shareholder how to vote on behalf of the beneficial Fintry Shareholder should a non-registered Fintry Shareholder receiving such a form wish to vote at the Meeting, the Non-Registered Shareholder should strike out the names of the Management Proxyholders named in the form and insert the Non-Registered Shareholder's name in the blank provided and return the materials to the broker as directed. The majority of brokers now delegate responsibility for obtaining instructions from clients to ADP Investor Communications ( ADP ). ADP typically applies a special sticker to the proxy forms, mails those forms to the Non-Registered Shareholders and asks Non- Registered Shareholders to return the proxy forms to ADP. ADP then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Fintry Shares to be represented at the Meeting. A BENEFICIAL FINTRY S HAREHOLDER RECEIVING A PROXY WITH AN ADP STICKER ON IT CANNOT USE THAT PROXY TO VOTE FINTRY SHARES DIRECTLY AT THE MEETING - THE PROXY MUST BE RETURNED TO ADP WELL IN ADVANCE OF THE MEETING IN ORDER TO HAVE THE FINTRY SHARES VOTED. All references to Fintry Shareholders in this Circular and the accompanying Fintry Proxy and Notice of Meeting are to Fintry Shareholders of record unless specifically stated otherwise. Voting of Proxies Fintry Shares represented by properly executed proxies in the accompanying form will be voted or withheld from voting in accordance with the instructions of the Fintry Shareholder on any ballot that may be called for and, if the Fintry Shareholder specifies a choice with respect to any matter to be acted upon at the Meeting, the Fintry Shares represented by such proxies will be voted accordingly. IF NO CHOICE IS SPECIFIED, THE PERSON DESIGNATED IN THE ACCOMPANYING FORM OF PROXY WILL VOTE IN FAVOUR OF ALL MATTERS PROPOSED BY MANAGEMENT AT THE MEETING. Voting Securities and Principal Holders Thereof Issued and Outstanding: Authorized Capital: 4,804,902 Fintry Shares without par value 100,000,000 Fintry Shares without par value Only Fintry Shareholders of record at the close of business on September 27, 2005 (the Record Date ) who either personally attend the Meeting or who have comp leted and delivered a form of proxy in the manner and subject to the provisions described above shall be entitled to vote or to have their Fintry Shares voted at the Meeting. To the knowledge of the directors and senior officers of Fintry, the only persons who beneficially own, directly or indirectly or exercise control or direction over, Fintry Shares carrying more than 10% of the voting rights attached to all outstanding Fintry Shares are as follows: Name Type of Ownership Number of Fintry Shares Presently Owned (2)) Percentage of Fintry Shares Prior to the Acquisition Number of Fintry Shares Owned After the Acquisition (3) Percentage of Fintry Shares After the Acquisition Assuming the Minimum Offering Percentage of Fintry Shares After the Acquisition Assuming the Maximum Offering Marc Dunn Direct and 493, % 246, % Indirect (1) (1.1% fully diluted) 1.8% (0.9% fully diluted)

19 (1) 25,000 pre-consolidation Fintry Shares are held by Dunn Plastering and Stucco and 162,000 pre-consolidation Fintry Shares are owned by Right Source Marketing Inc., which are both controlled by Marc Dunn. (2) On a pre-consolidation basis. (3) On a post-consolidation basis. Background to the Acquisition THE ACQUISITION Fintry, BZU, BZU Holdco and the BZU Shareholders entered into the Formal Agreement on October 21, 2005 pursuant to which Fintry has agreed to purchase all of the BZU Shares in exchange for an aggregate of 15,000,000 post-consolidated Fintry Shares and Special Warrants and the satisfaction or waiver of certain other conditions. BZU is a company which was incorporated under the laws of British Columbia on October 12, BZU s wholly-owned subsidiary, BZU Holdco, holds mineral claims and leases comprising approximately 16,640 acres (6,735 hectares) in the historical Lisbon Valley uranium mining district of Utah, U.S.A. The Lisbon Valley uranium mining district is located in the Colorado Plateau region, in south eastern Utah in San Juan County near the border with Colorado, U.S.A. Formal Agreement The Acquisition is structured as a purchase of all of the BZU Shares in exchange for 15,000,000 securities of Fintry consisting of post-consolidated Fintry Shares and Special Warrants following which BZU will become a whollyowned subsidiary of Fintry and the BZU Shareholders will obtain effective control of Fintry. Completion of the Acquisition is subject to a number of conditions specified in the Formal Agreement including, among others: (a) (b) (c) (d) (e) (f) (g) (h) completion of the Fintry Financing; completion of the Debt Settlement; completion of the Share Consolidation; reconstitution of the Board of Directors (see Information Concerning the Resulting Issuer Directors and Officers of the Resulting Issuer ); completion of the Name Change; adoption of the New Stock Option Plan; receipt of all required corporate and regulatory approvals to the Acquisition and related matters; and completion of satisfactory due diligence by Fintry and BZU. A copy of the Formal Agreement is available for review during regular business hours at the offices of Axium Law Corporation, Suite 3350, 1055 Dunsmu ir Street, Vancouver BC, Canada V7X 1L2. Reasons for the Acquisition and Board Recommendation Subject to the fulfilment of closing conditions, including the completion of due diligence reviews, the approval of the Fintry Shareholders and regulatory approval of the Acquisition, the Board of Directors has reviewed the terms and conditions of the Acquisition and has unanimously concluded that the proposed Acquisition is fair and reasonable and in the best interests of Fintry and the Fintry Shareholders. In arriving at its conclusion, the Board of Directors considered, among other matters, the following reasons:

20 (a) (b) (c) (d) the opportunities to generate value for the Fintry Shareholders in the mining industry; the results of their review and assessment of BZU and its business and assets; the experience and expertise of the BZU management team; and basic financial considerations, such as the overall costs of the Acquisition and the likelihood of obtaining additional equity financing. In order to pass the Acquisition Resolution, a majority of more than 50% of the votes cast by Fintry Shareholders must be in favour of the Acquisition. The text of the Acquisition Resolution is set out in Resolution 4 of Schedule A attached to this Circular. The Board of Directors recommends that the Fintry Shareholders vote in favour of the Acquisition Resolution. Details of the Acquisition The following is a summary of the steps necessary to effect the Acquisition and the sequence in which they will occur. These steps will occur following approval by the Fintry Shareholders of the Acquisition Resolution, the Share Consolidation, the Name Change, and the New Stock Option Plan on or prior to the Effective Date without any further action on the part of the Fintry Shareholders: (a) (b) (c) (d) (e) (f) (g) Fintry will have completed the Fintry Financing; Fintry will complete the Share Consolidation; Fintry will complete the Debt Settlement; the Board of Directors will be reorganized (see Information Concerning the Resulting Issuer Directors and Officers of the Resulting Issuer ); Fintry will complete the Name Change; Fintry will replace its current stock option plan with the New Stock Option Plan (see Particulars of Other Matters to be Acted Upon Approval of New Stock Option Plan ); and Fintry will complete the Acquisition. Currently, Fintry s share capital consists of 4,804,902 pre-consolidation (2,402,451 post-consolidation) Fintry Shares. Following completion of the Acquisition, the Fintry Financing (assuming each Fintry Unit issued under the Fintry Financing consists of one Fintry Share and one Unit Warrant), Debt Settlement and Share Consolidation, it is anticipated that the BZU Shareholders will hold 15,000,000 securities consisting of post-consolidated Fintry Shares and Special Warrants representing approximately 49.9% (64.2%, fully diluted), assuming the Minimum Financing and 42.8% (54.8% fully diluted) assuming the Maximum Financing, of the issued and outstanding Fintry Shares as of the Effective Date while the current Fintry Shareholders will own as a group approximately 20% (11.7%, fully diluted), assuming the Minimum Financing and 17.1% (10% fully diluted) assuming the Maximum Financing, of the issued and outstanding Fintry Shares as of the Effective Date. Upon the Effective Date, an aggregate of 4,890,250 post-consolidation Fintry Shares will be beneficially owned directly or indirectly by insiders of Fintry, representing 40.7% (56.2%, fully diluted), assuming the Minimum Financing and 34.9% (47.9% fully diluted) assuming the Maximum Financing, of the issued and outstanding post-consolidation Fintry Shares and it is expected that an aggregate of 7,114,687 post-consolidation Fintry Shares assuming the Minimum Financing and 9,114,687 Fintry Shares assuming the Maximum Financing, will be beneficially owned directly or indirectly by the public, representing 59.3% (43.8%, fully diluted) assuming the Minimum Financing and 65.1% (52.1% fully diluted) assuming the Maximum Financing of the issued and outstanding post-consolidation Fintry Shares.

21 Fintry Financing Fintry is required to complete a financing to raise minimum gross proceeds of $2,000,000 and maximum gross proceeds of $4,000,000 as a condition to the completion of the Acquisition. Fintry intends to complete a brokered private placement of subscription receipts to raise a minimum of $2,000,000 and a maximum of $4,000,000 in gross proceeds on or before the completion of the Acquisition. The subscription receipts will be convertible into Fintry Units on a one for one basis upon the expiry of the four month hold period. It is contemplated that, subject to market conditions, the Fintry Financing will be priced based upon the market price or discounted market price of the Fintry Shares at the time Fintry announces the Fintry Financing in accordance with the rules and policies of the TSX-V. The Fintry Units will consist of a Fintry Share and one Unit Warrant. The composition and terms of the Fintry Units will be determined at the time the Fintry Financing is announced. Debt Settlement Fintry and certain creditors of Fintry have entered into Debt Settlement Agreements to settle a total of $1,611,861 of outstanding debt consisting of: (a) (b) $1,460,788 owing to creditors holding convertible debentures of Fintry, and $151,073 owing to certain other creditors of Fintry. The Debt Settlement will be conducted at a price per post-consolidated Fintry Share equal to the lower of $1.00 per share and the price per subscription receipt under the Fintry Financing, following which an estimated 1,611,861 post-consolidation Fintry Shares will be issued by Fintry to the creditors in settlement of $1,611,861 of outstanding debt. The creditors have agreed to accept the issuance of a minimum of 1,611,861 post-consolidated Fintry Shares ($1.00 per share) in full settlement of their debts provided the Acquisition is completed before December 31, Completion of the Debt Settlement is a condition of the Acquisition. Loan Fintry provided a loan of US$65,000 (Cdn$77,064) to BZU which funds were used to make property payments required on the Lisbon Valley Property. The debt is evidenced by a promissory note issued by BZU to Fintry. Fintry may demand repayment of the promissory note any time after November 30, Following a demand by Fintry, the outstanding principal will bear interest at a rate of 1.5% per annum compounded semi -annually, payable monthly. Directors and Officers Upon the completion of the Acquisition, the Resulting Issuer will have four directors, and the persons listed below will be the initial directors and officers of the Resulting Issuer: Brian Kirwin Giulio T. Bonifacio Foster Wilson Greg Andrews Share Consolidation Non-Executive Chairman, Chief Executive Officer and Director Executive Vice-President, Chief Financial Officer and Director Director Director The authorized share capital of Fintry currently consists of 100,000,000 Fintry Shares of which 4,804,902 preconsolidation Fintry Shares are issued and outstanding. Concurrently with the Acquis ition, the Fintry Shares will be consolidated on a 2 for 1 basis, such that two existing Fintry Shares will be replaced by one new common share without par value. Change of Name Conditional upon and concurrent with the completion of the Acquisition, and subject to shareholder and regulatory approvals, Fintry will change its name to Mesa Uranium Corp. or such other name as is acceptable to the Board of Directors. See Particulars of Other Matters to be Acted Upon Approval of Name Change.

22 New Stock Option Plan Fintry currently has a fixed stock option plan in place which allows it to grant options to purchase up to 415,000 Fintry Shares. No stock options are currently outstanding. See Information Concerning Fintry Rights to Purchase Securities. Concurrently with the Acquisition, the Resulting Issuer will adopt the New Stock Option Plan which is a rolling stock option plan and entitles the Resulting Issuer to grant up to 10% of the Resulting Issuer s issued and outstanding shares as at the date of grant. See Particulars of Other Matters to be Acted Upon Approval of New Stock Option Plan. Investor Relations Arrangements Neither Fintry nor BZU have entered into any promotional or investor relations arrangements. Approvals Necessary for the Acquisition Shareholder Approval As the Acquisition constitutes a reverse take-over under NEX and TSX-V policies, the Acquisition requires approval by a majority of the Fintry Shareholders that attend in person or vote by proxy at the Meeting. The text of the Acquisition Resolution is set out in Resolution 4 of Schedule A attached to this Circular. In addition, there are certain other shareholder approvals that will be required in order to complete the Acquisition. Approval of the Fintry Shareholders by way of Special Resolution will also be required to approve the Share Consolidation and the Name Change, the texts of which are set out in Resolutions 5 and 6, respectively of Schedule A. The New Stock Option Plan must be approved by a majority of the Fintry Shareholders that attend in person or vote by proxy at the Meeting. The text of the resolution with respect to the New Stock Option Plan is set out in Resolution 7 of Schedule A. Fintry Shareholders whose names are in the register of securityholders of Fintry at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting. In accordance with the articles of Fintry, the quorum for the Fintry Meeting is two individuals present at the Meeting and representing in person or by proxy shares carrying not less than 1/10th of the votes eligible to be cast at the Meeting. The form of the Proxy for voting at the Meeting will be sent with this Circular to the Fintry Shareholders, whose names are in the applicable register of securities at the close of business on the Record Date. See General Proxy Information. Regulatory Approval The Acquisition, the Fintry Financing, the Debt Settlement, the Share Consolidation, the Name Change and the New Stock Option Plan remain subject to approval by the TSX-V and such approval may not be received on a basis acceptable to Fintry and/or BZU or at all. Consequences if Approvals Not Obtained In the event that the Acquis ition is not approved by the TSX-V or the Fintry Shareholders, the Acquisition will not be completed. Conditions to the Acquisition Becoming Effective In addition to Fintry Shareholder and regulatory approval, the Formal Agreement provides that the implementation of the Acquisition is subject to the satisfaction or waiver of various conditions including, among others: (a) All third party consents and corporate, legal and regulatory approvals being received by Fintry and BZU;

23 (b) (c) (d) (e) (f) (g) (h) (i) (j) The board of directors of BZU will have given all necessary approvals for the Acquisition and all transactions contemplated thereby and Fintry will have obtained all necessary approvals from its Board of Directors; Fintry will have completed the Fintry Financing; Fintry will have completed the Share Consolidation; Fintry will have completed the Name Change; Fintry will have completed the Debt Settlement; Fintry and BZU and the BZU Shareholders will have performed and complied with all agreements, covenants, obligations and conditions contained in the Formal Agreement and all other documents that are required to be performed or complied with by it on or before the closing of the Acquisition; The BZU Shareholders will have, as may be required by the TSX-V or other regulatory authorities, entered into escrow agreements pursuant to which certain shares issued to them will be subject to escrow; The Board of Directors of Fintry will be constituted of one nominee from Fintry and up to four nominees of BZU and is expected to include Greg Andrews, Foster Wilson, Brian Kirwin and Giulio T. Bonifacio; and Fintry shall have adopted the New Stock Option Plan. Management of Fintry believes that all material consents, orders, rulings, approvals and assurances required for the completion of the Acquisition will be obtained prior to the Effective Date in the normal course upon application therefore. Effective Date It is expected that the Effective Date will be on or about November 30, 2005, and in any event, no later than December 31, Distribution of Share Certificates Procedures for the exchange of BZU Shares for Fintry Shares and Special Warrants will be implemented immediately following the Effective Date, including the mailing of a letter of transmittal, if required. Stock Exchange Listing The Fintry Shares are currently listed and called for trading on the NEX board of the TSX-V. Fintry is currently classified as a NEX issuer and expects to be delisted from NEX, graduate to the TSX-V and be classified as a Tier 2 issuer after the Effective Date of the Acquisition. Fees and Expenses Fintry and BZU will each bear their own costs and expenses in connection with the Acquisition, including expenses of representatives, incurred at any time in connection with pursuing or consummating the proposed Acquisition. Fintry shall be responsible for all costs and expenses in relation to obtaining regulatory approval and the approvals of the Fintry Shareholders to the Acquisition and other matters, including without limitation preparation of all necessary submissions to the TSX-V, preparation of the Technical Report to a maximum of Cdn $15,000, preparation of materials sent to Fintry Shareholders, preparation of Fintry s financial statements and all other matters incidental to the completion of the transactions contemplated by the Acquisition other than the preparation of the financial statements of BZU. If the Acquisition does not complete, the cost of the Technical Report will be shared equally between BZU and Fintry provided that Fintry shall not contribute more than Cdn.$15,000.

24 Available Funds and Principal Purposes See The Acquis ition Available Funds and Principal Purposes. Intentions of Management All of the directors and officers of Fintry have indicated their intention to vote all of their Fintry Shares in favour of the Acquisition Resolution, the Share Consolidation, the Name Change, the New Stock Option Plan and all other business to be transacted at the Meeting. Proforma Financial Position The proforma financial statements of Fintry, attached as Schedule D to this Circular, reflect the effect of the proposed Acquisition and related assumptions, the compilation of which was reported upon by Fintry s auditors, D & H Group LLP, Chartered Accountants. The assumptions applied in the compilation of the proforma financial statements are disclosed in the notes thereto. The proforma financial statements should be read in conjunction with the financial statements of Fintry, attached as Schedule B to this Circular, and the financial statements of BZU, attached as Schedule C to this Circular. Accounting Treatment The Acquisition will be treated for accounting purposes as a reverse take-over, with BZU being treated as the accounting parent and Fintry treated as the accounting subsidiary. See the proforma financial statements of Fintry attached as Schedule D to this Circular. General Incorporation and Corporate Structure INFORMATION CONCERNING BZU BZU was incorporated on October 12, 2005 under the BCBCA under the name BZU Minerals Ltd. BZU s registered and records office is located at 10th Floor, 595 Howe Street, Vancouver, British Columbia V6C 2T5. Subsidiaries BZU has one wholly-owned subsidiary, BZU Holdco. BZU Holdco was incorporated on October 4, 2005 in the State of Nevada. All of the shares of BZU Holdco were acquired by BZU from Foster Wilson on October 13, 2005 in exchange for 430 BZU Shares. See Information Concerning BZU Prior Sales. BZU Holdco holds the title to the BZU Mineral Claims. History of BZU Since Incorporation BZU is a mineral exploration company that has been in existence since October 12, As a result of its acquisition of BZU Holdco, BZU acquired mineral claims and leases in the Lisbon Valley uranium mining district in Utah, U.S.A. comprising approximately 16,640 acres (26 square miles). The Lisbon Valley uranium mining district is located in the Colorado Plateau region, in southeastern Utah near the border with Colorado, U.S.A. The BZU Shareholders have agreed to sell all of their shares in BZU to Fintry pursuant to the Formal Agreement. As a result of the Acquisition, BZU will become a wholly-owned subsidiary of Fintry. See The Acquisition Formal Agreement.

25 Business of BZU BZU was recently incorporated for the purpose of engaging in the acquisition, exploration and development of mineral projects located in Utah, U.S.A. BZU s main assets are the BZU Mineral Claims held by BZU Holdco which were acquired from Foster Wilson, a principal shareholder and director of BZU, in exchange for shares of BZU. BZU has not yet conducted any exploration work on the BZU Mineral Claims and has not yet determined whether these properties contain uranium reserves or any uranium reserves that are economically recoverable. The recoverability of amounts shown for mineral properties and related deferred costs is dependent upon the discovery and exploitation of economically recoverable reserves, the ability of BZU to obtain necessary financing to complete the development, and future profitable production or proceeds from the disposition thereof. The BZU Mineral Claims are comprised of federal mining claims which cover 11,124 acres and Utah State mineral leases which cover 5,517 acres. These mineral claims and leases are contiguous in the area of the principal target area located in Township 29 South, Range 24 East, Township 29 South, Range 25 East and Township 30 South, Range 24 East, consisting of 10,450 acres. The Utah State mineral leases numbered ML 49702, ML 49707, ML 49708, ML 49710, ML 49722, ML 49583, ML which form a part of the BZU Mineral Claims were assigned to BZU Holdco on October 13, The original lease term is 10 years, which term is renewable in perpetuity on the terms acceptable to the State of Utah, provided that certain conditions with respect to commercial production on the land have been met. The rent for the land covered by the lease is $1.00 per acre and each fraction thereof, which rent is payable each year in advance. There is an 8% production royalty for fissionable metalliferous minerals and 4% for non-fissionable metalliferous minerals. In order to maintain the lease beyond the primary 10 year term, in addition to annual rentals an annual minimum royalty of 3 times the annual rental is payable annually in advance. Annual minimum royalties and rental payments may be credited against actual production royalties for the lease year in which they accrue, but may not be carried forward. There are no royalties attaching to the federal mineral claims. Lisbon Valley Property BZU commissioned the Technical Report on the Lisbon Valley Property in order to review the geology, mineralization and previous work and to make recommendations for further work to advance the project. The Technical Report was prepared in accordance with National Instrument by Bill R. Fleshman, who is a Qualified Person (as defined in NI ). A copy of the Technical Report can be reviewed at Suite 3350, 1055 Dunsmuir Street, Vancouver, British Columbia, V7X 1L2 or at Property Description and Location The Lisbon Valley Property is located in Lisbon Valley approximately 35 miles (56 kilometers) south of the town of Moab in San Juan County, Utah, U.S.A. near the Colorado state line (Figure 1 of the Technical Report). The claims and leases are located within Township 29 South through Township 30 South and Range 23 East through Range 26 East, Salt Lake Meridian. The BZU Mineral Claims cover an area of approximately 16,640 acres (6,735 hectares) of which unpatented United States federal mining claims cover 11,124 acres (4,502 hectares) and Utah State mineral leases cover 5,517 acres (2,233 hectares). The BZU Mineral Claims are contiguous in the area of the principal target area located in Township 29 South, Range 24 East, Township 29 South, Range 25 East and Township 30 South, Range 24 East, consisting of 10,450 acres (4,229 hectares). The Utah State mineral leases have an 8% gross value royalty; there are no royalties covering the federal mining claims. Holding costs for the unpatented mining claims include an annual maintenance payment of $ per claim payable to the United States Bureau of Land Management ( BLM ). The claims can be held as long as these payments are made. The annual holding costs for the state leases are $5, or $1.00 per acre. Each lease is for a term of ten years and may be extended. Appendix A to the Technical Report lists individual mining claim filing dates and recordation data.

26 Further work on the property will require permitting which is expected to be uncomplicated as the area is considered an industrial area. Encana Oil and Gas is currently drilling several gas exploration holes adjacent to the project in Township 29 South, Range 25 East and encountered no difficulties in obtaining permits. No land alienation for parks or special management zones is indicated on current United States Geological Survey or BLM maps. Accessibility, Climate, Local Resources, Infrastructure and Physiography The northern portion of the main Lisbon Valley Property is adjacent to a paved two lane highway which runs essentially north to south through the length of the valley and provides access to the newly developed Lisbon Valley Copper Mine owned by Constellation Copper Corporation, adjacent to the southern portions of the project. Access within the property is good, on numerous unimproved dirt roads and trails that are used for servicing oil and gas wells in the area. Lisbon Valley is one of the many north-west-trending stream valleys formed along salt anticlines in the Paradox Basin of the Colorado Plateau. The Lisbon Valley project area covers approximately 26 square miles (67 square kilometers) with elevations ranging from 6,000 feet (1,828 meters) to a high of 7,000 feet (2,133 meters). The semiarid climate of the Lisbon Valley area (Figure 7 of the Technical Report) is characterized by large daily and yearly ranges in temperature and a total annual precipitation of about 10 to 15 inches (25 to 38 centimeters), mostly as sporadic, intense thundershowers typical of the high desert Colorado Plateau. Snow is infrequent at altitudes below 6,500 feet (1,981 meters) and usually melts in a few days. Weather conditions pose no impediment to year round work on the property. Vegetation in the project area consists of sagebrush, juniper and pinyon in the hills and slopes while desert grasses and sagebrush sparsely cover the Lisbon Va lley floor. Several resource projects are active in the area, principally the Lisbon Valley Copper Project owned by Constellation Copper Corporation expected to be in production in August A limestone quarry, oil and gas collection terminals and pipelines, oil and gas drilling and ranching are also ongoing in the project area (Figure 8 of the Technical Report). Electrical lines provide power to these installations and various wells provide water. The towns of Moab and Monticello, 35 miles (56 kilometers) north and 20 miles (32 kilometers) southwest, respectively, provide services. A labour pool of mining and milling personnel exists in the region. The nearest airport is in Grand Junction, Colorado, approximately 130 road miles (209 kilometers) from the project area. International Uranium Corporation operates the White Mesa uranium mill near Blanding Utah, approximately 50 road miles south of Lisbon Valley. Geological Setting The Lisbon Valley is located near the center of the Colorado Plateau, within the Paradox Basin, a major northwest trending structural depression with a succession of sedimentary rocks and salt deposits. Subsidence in the Paradox Basin began in the late Pennsylvanian Period and continued through most of the Mesozoic. The resulting Paradox Formation evaporite deposits at the bottom of the basin section are known to be in excess of 5,000 feet (1,524 meters) thick. Subsequent to deposition, the evaporite rocks began to flow to form elongate salt anticlines for which the area is best known. The Lisbon Valley anticline is one of the prominent salt anticlines in the Paradox Basin but is unique in that the Pennsylvanian salts did not breach the surface. The northeast side of the anticline has been downthrown during the Laramide Orogeny along the Lisbon Valley fault, more or less parallel to the anticline s axis with additional hanging-wall splays of the fault. The Lisbon Valley fault dips to the northeast and extends southeasterly along strike for approximately 16 miles (25.7 kilometers), with vertical displacement of approximately 3,000 feet (914 meters) at the crest of the anticline. The Lisbon Valley fault juxtaposes Cretaceous rocks northeast of the fault against Pennsylvanian strata on the southwest. Erosion of the anticline, which began in Late Eocene time, removed at least 5,000 feet (1,524 meters) of sediments and exposed Pennsylvanian sediments on the crest of the anticline.

27 The dominant geologic feature of the Lisbon Valley is the Lisbon Valley anticline, a salt anticline typical of the Paradox Basin. Subsequent to doming the anticline was faulted by the Lisbon Valley fault, a northwest trending normal fault along the longitudinal axis of the anticline with maximum displacement of over 3,000 feet (914 meters) at the crest and approximately 2,500 feet (762 meters) at the northwestern and southeastern ends (see Figure 11 of the Technical Report set out below). Horst and graben blocks are common along the fault and are most prevalent at each end of the anticline. Figure 11 Geologic map of the Lisbon Valley (created from UGS Map 205 Helmut Doelling 2004) The total stratigraphic section within the Lisbon Valley anticline measures over 11,000 feet (3,353 meters) in thickness (see Figure 12 and 13 of the Technical Report set out below). Sedimentary rocks deposited during Pennsylvanian, Permian, Triassic, Jurassic, Cretaceous and Quaternary time are exposed in the Lisbon Valley anticline area. The anticline is unique in that it is not breached and shows remarkable symmetry as displayed by Bouger gravity measurements (see Figure 14 set out below).

28 Figure 12 Stratigraphic Section (Wood, 1968)

29 Figure 13 Geologic cross-section across the Lisbon Valley Anticline (modified from Weir, 1981) Lisbon Valley Fault Figure 14 Bouger gravity map of the Lisbon Valley (USGS Professional Paper 316, Plate 7)

30 The geological make-up of the Lisbon Va lley anticline is set out below: Dakota Sandstone Kd: Light-brown sandstone and conglomerate; forms ledges and cliffs; 100 to 200 feet (30 to 60 meters) thick; Cretaceous. Burro Canyon Formation Kbc: Yellowish brown and grey sandstone, conglomerate and mudstone; forms ledges and cliffs; 80 to 300 feet (24 to 90 meters) thick; Lower Cretaceous. Brushy Basin Member of Morrison Formation: Variegated siltstone, mudstone, clay, and lesser amounts of calcareous sandstone and conglomerate, locally with thin lenses of dense limestone; siltstone and mudstone are principally maroon, light purple, grayish red, and light to medium gray; forms gentle slopes and steep rounded hills, locally in steep slopes with slight ledges; 250 to 500 feet (76 to 150 meters) thick; Upper Jurassic. Salt Wash Member of Morrison Formation: Interbedded lenses of light-brown, white, yellow-gray, and very paleorange sandstone and medium red-brown and green-gray siltstone and mudstone; has local minor gray limestone and conglomeratic sandstone; sandstone lenses are thick and resistant, siltstone and mudstone form slopes or recesses between sandstone lenses; upper sandstone lens is occasionally mineralized with uranium and vanadium; 190 to 400 feet (58 to 120 meters) thick, thickening to the south; uranium ore host; Upper Jurassic. Summerville Formation: Most of the Summerville Formation consists of interbedded reddis h-brown to light-brown, thin to medium bedded, fine-grained silty sandstone and medium reddish-brown siltstone; 5 to 70 feet (1.5 to 21 meters) thick; Jurassic. Slick Rock Member of Entrada Sandstone: Reddish-orange, orangish-brown, and light-gray in faint to obvious color bands; 1 to 4.3 feet (0.3 to 1.3 meter) high cross-bed sets and planar bedding weather into smooth, massive, barerock outcrops with few indentations; locally pocked with small holes that follow cross-bedding; slightly to moderately calcareous; 60 to 310 feet (18 to 95 meters) thick, thickening westward; Middle Jurassic. Dewey Bridge Member of the Carmel Formation: Prominent red slope to ledgy slope zone between the Entrada and Navajo Sandstones; upper part is typical Dewey Bridge Member and is mostly medium-reddish-brown, moderately sorted, fine-grained sandstone, with white or gray mottled spots and streaks; forms slopes, recesses and ledgy slopes; upper contact with the Slick Rock is undulatory; 20 to 80 feet (6 to 24 meters) thick; Middle Jurassic. Navajo Sandstone: Pale-yellowish-gray, very light-brown, and pinkish-gray, fine- to medium-grained, massive, cross-bedded sandstone; conspicuously cross bedded with cross-bed sets that range from 5 to 25 feet (1.5 to 7.5 meters) in thickness; contains sparse thin lenses of gray sandy limestone and, near the base, lenses of reddish-brown siltstone; lower contact gradational and intertonguing; forms rounded knobs, buttes, and mesa rims marked by a checkered pattern of grooved cross-strata and weathering joints; 80 to 500 feet (24 to 150 meters) thick, thinning eastward; Lower Jurassic. Kayenta Formation: Light-brown, red, and reddish-brown, lenticular, cross-bedded, sandstone siltstone and claystone; medium- to thick-bedded, forms thick ledges; locally contains sparse fossil wood and thin beds of pinkish-gray limestone; upper and lower contacts gradational and intertonguing with Wingate-like beds extending 10 to 20 feet (3 to 6 meters) into the Kayenta Sandstone; 60 to 360 feet (18 to 110 meters) thick; Lower Jurassic. Wingate Sandstone: Orangish-brown, massive, cross bedded, fine-grained sandstone; grains are mostly sub angular and well-sorted; faintly banded, with few partings; weathers into massive dark-brown vertical to rounded cliffs, generally with bare -rock surfaces; upper contact placed at top of massive cliff and below thick reddish-brown ledges of the Kayenta; 220 to 420 feet (67 to 130 meters) thick; Lower Jurassic, basal beds may be Triassic. Chinle Formation: Reddish-brown sandstone, siltstone, conglomeratic sandstone, and greenish-gray mudstone; has an upper interval of grayish-red and reddish-brown mudstone and siltstone with subordinate quantities of red lenticular sandstone and mudstone-pebble conglomerate and a lower interval of light colored lenticular sandstone and cobble conglomerate interbedded with subordinate amounts of greenish gray mudstone; sandstones and conglomerates contain sparse silicified and carbonized fossil wood and other plant debris and are locally mineralized with uranium, copper, and iron sulfides; forms a steep slope interrupted by several strong ledges;

31 averaging 400 to 450 (120 to 140 meters); thickness probably affected by Paradox Formation salt movement, thins over salt diapirs, and thickens in rim synclines; uranium ore host; Upper Triassic. Cutler Formation: The Cutler unit is a single thick arkosic formation deposited as coalescing alluvial fans on the southwest flank of the Pennsylvanian-Triassic Uncompahgre uplift. Reddish-brown, red, purple, and reddish-orange, locally mottled pale-gray, arkosic and subarkosic sandstone, siltstone, and conglomerate and minor pale-gray limestone; contains thin, locally fossiliferous limestone beds in the lower part of the unit; forms rough slopes, ledges, and cliffs; 1,480 feet (450 meters) thick; uranium ore host; Lower Permian. Honaker Trail Formation: Gray and brown cherty limestone and dolomite, thin to thick bedded, forms slopes and ledges; feet (0 to 910 meters) thick; Pennsylvanian. Deposit Types and Mineralization Uranium deposits are known to occur in three formations located in the Lisbon Valley (Figure 13 of the Technical Report): (1) The Moss Back member of the Chinle Formation is the most significant in terms of past production and future targets on the east side of the Lisbon Valley Fault; (2) Morrison Formation (Salt Wash member), and (3) the Cutler Formation. There appear to be three interrelated factors which determine site favorability for localization of ore bodies in the district. First is the sandy geometry of both Moss Back and Cutler units and their relative positions. Second is the availability of reductant from either carbonaceous material associated with mudstones and slits, or from gases percolating upward through the Cutler Formation. Third, the hydrologic gradient and flow directions, prevalent during the time uranium-bearing waters migrated through the lower Moss Back. Lekas and Dahl (1956) and earlier Steen (1953) noted that the deposits occur in a limited range of elevations (between the 6,000 and 6,700 feet (1,829 and 2,042 meters) contours in the northern half of the ore belt) in a curving line around the Lisbon Valley anticline and is suggestive of a genetic relationship between the anticlinal structure and the uranium deposits. Woods (1968) postulated that the extension of the uranium deposits probably occurs in the downthrown block in an arcuate belt, essentially a mirror image of the known deposits. As described by Wood (1968) the uranium, probably derived from the Chinle Formation by diagenetic processes, was transported in connate ground waters, was moved by compaction or hydrostatic forces and was deposited under reducing conditions. The uranium was emplaced around the crest of the ancestral anticline, prior to the Laramide orogeny. During the orogen, the tertiary-lisbon Valley anticline was super-induced on the Permian anticline and, penecontemporaneous with uplift, was faulted parallel to its longitudinal axis. Lithologically the most favorable host rock is a gray, poorly-sorted, fine-to coarse-grained, calcareous, arkosic quartzose sandstone containing some interbedded mudstone and limestone pebble conglomerates and some mudstone and siltstone lenses, all poorly sorted. The highest-grade ore is in semipermeable, fine-grained, sandy lenses that contain less than 30 percent calcium carbonate as cement. There is an abundance of mudstone pebbles and coalified wood-trash either in or directly overlying the host rock. The deposits on the southwest side of the Lisbon Valley fault averaged 6 feet (1.8 meters) thick with ranges from a few inches to as much as 45 feet (13.7 meters). In general the deposits were tabular, amoeba-shaped masses, concordant to the bedding, and were thickest in the lowest sandstone unit of the Moss Back Member of the Chinle Formation. The arcuate belt of deposits stretches in length for approximately 16 miles (25.8 kilometers). The horizontal width where the ore bodies occur along the trend of the ore belt ranges from 800 to 3,000 feet (244 to 914 meters) in the northern section. At the northwest and southwest ends, where the ore belt is intersected by the Lisbon Valley fault, the ore bodies are spread over a wider area, 3,000 to over 3,600 feet (914 to 1097 meters) across the trend. This may be explained by a flattening of the angle of nonconformity between the Cutler and Chinle beds (Wood, 1968). Stair step faulting and horse tailing of the main fault could also explain the increase in the width of the belt.

32 There are several postulated theories on the origin of the uranium which formed the deposits including a hydrothermal origin with movement of solutions along the Lisbon Valley fault and then into the permeable zones at the base of the Moss Back (Lekas and Dahl (1956). The more plausible theory was outlined by (Wood, 1968): the uranium was indigenous to the Chinle Formation and was mobilized by diagenetic process, which started soon after deposition of sediments and was moved laterally or outward from the least permeable sediments into more permeable sandstones, as consolidation and compaction continued. The abundance of natural gases, such as methane leaked from the oil and gas reservoirs beneath the ore belt provide reducing agents for precipitation of uranium. The dominant uranium mineral in the dis trict is uraninite UO2U03 (Figure 16 of the Technical Report) with associated lesser amounts of coffinite U(Si041-x(OH)4-x and vanadium minerals montroseite, (VO(OH) and doloresite, V2O45-7H20 (Wood, 1968). Uranium mineralization typically occurs filling the open pore spaces of the sand grains and also replace calcite and carbonaceous materials. Uranium-vanadium minerals in the Cutler ore deposits are described as being generally low-grade and occurring in lenticular arkosic channel fill deposits (Lekas and Dahl 1956). Unlike the deposits in the Moss Back uranium deposits in the Cutler formed without any obvious reductant (Campbell and Steele-Mallory, 1979). U 3 O 8 grades of the deposits ranged from 0.15% to 0.45% with averages of approximately 0.4% (Chenoweth 1990). History Uranium exploration in the Lisbon Valley is entering its third era of activity. The previous two periods of exploration resulted in a series of mines stretching for 16 miles (25.7 kilometers) forming an actuate belt of deposits known as the Lisbon Valley mining district and was previously known as the Big Indian Mining District. Chenoweth (1990) provides a well-documented history of the district including production statistics. An estimated 78 million pounds (35.4 million kilograms) of uranium was produced from 12.7 million tons of ore during the period 1948 to To put the district into a modern context, at today s prices of US$30.20 per pound U 3 O 8, this production would equate to US$2.4 billion. The first boom period from 1953 to 1961 was spurred on by the post war need for uranium and accentuated by Atomic Energy Commission (AEC) incentive programs to encourage prospecting and discovery of new deposits. The second boom period in the mid 70 s to early 80 s was driven by the need to offset the first energy crises facing the U.S.A. During this period the price of uranium increased from $6 per pound to over $40. The Lisbon Valley was an important contributor to the production of uranium during both of these earlier uranium booms. The earliest reported uranium-vanadium ore discovery was made in 1913, at the south end of Lisbon Valley anticline in outcrops of basal Chinle sandstone (Wood, 1968). Later in 1948 low-grade uranium was discovered and mined in the upper Cutler sandstone in the center of the southwest flank of the anticline. Prompted by the high demand for uranium and incentive rewards from the AEC, exploration activity in the Lisbon Valley area increased rapidly. The host target for the early deposits was the Permian Cutler formation. In 1952 while targeting the Cutler Formation, Charles Steen drilled into 13 feet (4 meters) of uraninite ore in the basal Chinle formation approximately 100 feet (30.5 meters) above his planned depth into the underlying Cutler formation. Steen began producing from the Mi Vida mine in 1953 (Figure 9 of the Technical Report). The discovery of uranium in the basal Chinle Formation resulted in a new wave of exploration activity. Following Steen s discovery a dozen companies began exploring and developing mines in both the Cutler and the Chinle Formations and shipping the ore to Salt Lake City and later to Moab. Companies operating in the Lisbon Valley included the Utex Exploration Company, Standard Uranium, Homestake Mining Company, North American Uranium and Oil Co. and the Lisbon Uranium Corporation. In 1959 five companies, Hidden Splendor, Rio de Oro Uranium, Mountain Mesa Uranium Company, Radium King Mines and Lisbon Valley Mining, merged into the Atlas Minerals Company, a subsidiary of the Atlas Corporation. Atlas Minerals Company became a dominant force in the production and exploration for uranium in the Lisbon Valley. Ore production reached a peak in 1959 (Table 5 and Figure 16 of the Technical Report). After the Atomic Energy Commission halted its incentive programs production from the Valley declined rapidly (Figure 16 of the Technical Report).

33 Figure 16 Early Uranium Production In 1962, at almost the same time that the AEC program was being halted, uranium was discovered in the down dropped Chinle formation on the east side of the Lisbon Valley fault at the southern end of the Lisbon Valley Anticline. Mountain Mesa Uranium Company intersected uranium in a deep drilling project in Section 26, Township 30 South, Range 25 East. In 1964, ore on the down dropped side of the fault was confirmed at the Costanza mine in the adjacent Section 35 (Chenoweth, 1990). Humeca Exploration Company acquired land on the northeast side of the fault and began an exploration program to discover ore on the down dropped side of the Lisbon Valley fault in the northern portion of the anticline. Five deep drill holes approximately 2,500 feet (762 meters) deep were drilled near the Center of Section 21 and the southwest corner of Section 22 in Township 29 South, Range 24 East. Two of the holes intersected up to 33 feet (10 meters) of the Moss Back sandstone and 2 to 8 feet (0.6 to 2.4 meters) of the uranium ore (Wood, 1968). The Lisbon mine is adjacent to the Property and appears to be along strike of the surface projection of the ore body. Rio Algom Mines Ltd. optioned the Humeca property and drilled out what would become the Lisbon Mine ore body with over a million tons grading 0.37 percent U 3 O 8 at a depth of 2,500 feet (762 meters). The mine produced over 18 million pounds of U 3 O 8. This discovery established the eastern limb of the Lisbon Valley anticline as a prime exploration target and validated the ore formation model that Wood (1968) describes: In summary, it is believed that the original ore belt encircled the crest of the Permian anticline as a band. The southwest flank of the anticline has been thoroughly explored for large deposits. An extension of the Big Indian ore belt, similar in size and grade to the known ore belt probably occurs in the downthrown block northeast of the Lisbon Valley fault at depths 2400 to 2700 feet beneath the Dakota-capped surface.

34 Table 5 Lisbon Valley Production Data YEAR ORE TONS lbs U3O8 % U , , , , , ,600 1,178, ,122 2,567, ,313 3,666, ,386 5,034, ,911 6,416, ,619 6,687, ,064 4,447, ,018 4,061, ,672 3,891, ,464 4,209, ,048 4,686, ,648 1,327, , , , , ,965 1,254, , , ,311 1,414, ,189,846 53,636, The BZU Mineral Claims encompass minor portions of six of the historical mines of the district the North Alice Mine, the Alice Mine, the E.L. Cord Mine, the Reprise Mine, the Texwood Mine and the Louise Mine (Figure 10). Production totals for the mines are incomplete. Table 4 lists available production data for the mines. Table 4 Known Historical Uranium Production within the Property Mine Pounds U3O8 Reprise 295,000 North Alice 2,500,000 Cord 4,400,000

35 Lisbon Valley Fault Lisbon Valley Anticline Figure 10 Historic mines within or adjacent to the Property Boundary Exploration BZU has not carried out any exploration on the Property other than the preliminary visit by the author of the Technical Report. The author visited the property on July 6-8th, 2005 and was accompanied a former geologist of Atlas Minerals Company who worked extensively at several of the deposit and exploration projects in the area.

36 Drilling Some of the claims and or state leases cover all or portions of historic mines. In these areas, drilling may have occurred during the course of the mining operations. BZU does not have access to any historical drilling which may have been completed on the Lisbon Valley Property. In the principal target area located in Township 29 South, Range 24 East, Township 29 South, Range 25 East and Township 30 South, Range 24 East there are twelve holes that have been mapped on USGS topographic maps, six of which are within the property in an area of approximately four square miles (Figure 9). The drill holes targeted the Cutler and Hermosa formations at depths of 5,000 to 7,000 feet (1,524 to 2,134 meters) and results of this drilling are unknown to the author of the Technical Report. Any previous work appears to be limited to these holes. The previous ownership of the area is unknown by the author. The entire Lisbon Valley area is an active oil and gas field. Public access to most of these deep drill records is not available for public review. Sample Preparation, Analyses and Security Figure 9 Known drill holes in the principal target area The favorable uranium targets on the northeast side of the fault are 2,500 feet (762 meters) below the surface and will have to be drilled for testing.