Reverse takeover of Wedge Energy International Inc. by Undur Tolgoi Minerals Inc.

Client

Undur Tolgoi Minerals Inc.

Date

November 15, 2011

On November 15, 2011, Wedge Energy International Inc. (Wedge) (formerly CNSX: WEG) announced that it had completed the arrangement with Undur Tolgoi Minerals Inc. (UTMI), a privately held mineral exploration company, resulting in the reverse takeover of Wedge by UTMI.

Pursuant to the arrangement, Wedge shares were consolidated on a 20:1 basis, Wedge acquired all of the issued and outstanding shares of UTMI in consideration for which UTMI shareholders received Wedge shares on a 1:1 basis, and Wedge and UTMI were amalgamated to form a new entity, which assumed the name "Undur Tolgoi Minerals Inc." Concurrently with the Arrangement, UTMI completed a private placement financing, in two tranches which occurred November 15, 2011 and December 7, 2011, for aggregate gross proceeds of $7 million. The shares of UTMI (CNSX: UTM) began trading on December 9, 2011.

UTMI was advised in the transaction by Fasken Martineau with a team that included François Brais, Frédéric Boucher, Catherine Isabelle, Élise Renaud, Caitlin Rose, Monica Dingle, Lata Casciano (Corporate/Securities), Tracey Cohen (Litigation), Chuck Higgins and Daye Kaba (Mining) and Thomas Copeland (Tax).