Borealis Exploration Limited
INFORMATION CIRCULAR
Fiscal Year 1999

1. SOLICITATION OF PROXIES
This information circular is furnished in connection with the solicitation of proxies by the Management of Borealis Exploration Limited ("Company") for use at its Annual Meeting of Shareholders to be held September 7, 1999, Gibraltar and on the web at www.borealis.com, with the Record Date of the meeting being August 3, 1999, for the purposes set forth in the accompanying Notice of Meeting. It is expected that the solicitation will be by mail, fax, e-mail, web page, telephone or in person by officers and directors of the Company. The cost of solicitation will be borne by the Company. The information contained here is given as of August 10, 1999, unless otherwise indicated. All dollar figures set forth are expressed United States Dollars. All accounting is done in US GAAP (Generally Accepted Accounting Principles).

2. QUORUM AND VOTING:
The capital of the Company consists solely of common shares without par value of which 5,000,000 shares were outstanding at the close of business August 3, 1999.

Each holder of a common share of record as of the record date for the meeting is entitled to attend the meeting either in person or electronically at www.borealis.com, and to cast one vote for each share. Proxies are being accepted by Mail, e-mail, voting on the Borealis Web Site, and by fax. Any resolution to be voted upon at the meeting must be approved by a majority of the votes cast, unless the Company's Memorandum of Association or Articles of Association stipulate a number or proportion of the votes cast in excess of a majority. The meeting will proceed as long as we have a quorum at the meeting place, with the voted proxies, even if there are events beyond our control, which limit full participation.

3. REVOCATION OF PROXIES:
Each shareholder has the power to revoke a proxy at any time as long as it has not been exercised. In addition to revocation in any other matter permitted by law, a shareholder giving a proxy pursuant to this solicitation who wishes to revoke the proxy instrument may do so in writing, or via e-mail to proxy@borealis.com, or on the Borealis Web Site at www.borealis.com, or by fax to Borealis at +1.503.621.3425 executed by the shareholder or by his attorney authorized in writing, or, if the shareholder is a Corporation, under its Corporate seal or by an Officer or attorney thereof duly authorized, and deposit it either at any office of the Company, or via e-mail to proxy@borealis.com, or by fax to Borealis at +1.503.621.3425, at any time up to and including the last business day preceding the day of the meeting, or any adjournment thereof at which the proxy is to be used, or with the Chairman of such meeting on the day of the meeting, or adjournment thereof.

4. PRINCIPAL HOLDERS OF VOTING SHARES:
To the knowledge of the Directors and Officers of the Company there is no person who beneficially owns or exercises control or direction over shares carrying more than ten percent of the votes attached to shares of the Company as of August 10, 1999.

Officers and Directors of Borealis are on the Boards of Directors of numerous Charitable Foundations that hold shares in Borealis and hold the rights to shares in some of the Borealis Family of Companies. No Directors of the Charitable Foundations have ownership of the Charitable Foundations. The Officers and Directors of Borealis who sit on these foundations sit as minority directors who do not exercise control or direction over the shares in the Borealis Family of Companies held by the Charitable Foundations. No single Charitable Foundation holds over 10% of the shares of Borealis. No Director or Officer of Borealis is a Director of Charitable Foundations owning over 10% of the outstanding shares of Borealis.

Please note that BCM is Borealis Cool Manufacturing Limited, BPM is Borealis Power Manufacturing Limited, BMM is Borealis Motor Manufacturing Limited, and RBM is Roche Bay Mining Company Limited. None of these companies have actually issued shares, and shareholdings listed are notational only, though in due course the obligation to issue shares will be honoured by all these companies.

5. ELECTION OF DIRECTORS:
Present Directors and their terms of office are as follows:
Name Number of Years
Isaiah W. Cox, A.B. 2
Donald N. Jones, M.Sc. 2
A. Asher Turin, Ph.D. 2
Joseph J. Cox, B.A. 1
Rodney T. Cox, Ph.D. 1
Jean-Francois Edelstein, M.B.A. 1
David M. Goldenberg, LL.B. Up for Election
Wayne S. Marshall, Ph.D. Up for Election
Peter Vanderwicken, A.B. Up for Election
The enclosed instrument of proxy will be voted for the following proposed nominees (or for a substitute nominee in the event of contingencies not known at present) who will serve for a period of 3 years, or their successors if they are elected or appointed in accordance with the Memorandum of Association and Articles of Association of the Company. Respective reported share totals as of August 10, 1999 are:

DAVID M. GOLDENBERG was a director of the Company from April 15, 1988 until 1994. David M. Goldenberg rejoined the Board in 1996. He is with the firm David M. Goldenberg Professional Corporation, dealing primarily in corporate/commercial law. He was previously a Partner in the law firm of Beaumont Church until 1998. Mr. Goldenberg beneficially owns directly or indirectly 100 common shares of the Company.

WAYNE S. MARSHALL became a Director of the Company on September 11, 1985. Dr. Marshall was Professor of Business Administration at Long Island University until his retirement on August 31, 1994. He is Chairman of both the Executive and Audit Committees of all of the Borealis Family of Companies. Wayne S. Marshall beneficially owns directly or indirectly 114,040 common shares of the Company. He owns 7,505 shares of BCM, and has options on 10,000 shares of BCM. He owns 7,505 shares of BPM, and has options on 10,000 shares of BPM. He owns 23,545 shares of BMM, and has options on 1,532 shares of BMM. He has options on 10,000 shares of RBM.

PETER VANDERWICKEN became a Director of the Company on August 3, 1999. Mr. Vanderwicken is President of Plumstead Group, Inc., a publishing and consulting firm, and publisher of its Financial Digest, a newsletter for corporate financial executives. From 1986-91, he was senior vice president of Morgan Guaranty Trust Co., the principal unit of J.P. Morgan & Co., Inc., a banking firm. Previously, he was an executive with Booz, Allen & Hamilton, a management consulting firm, and a journalist with Time, Fortune, and The Wall Street Journal. Mr. Vanderwicken beneficially owns directly or indirectly 24,500 common shares of the Company. He owns 1,432 shares of BCM, and has options on 11,068 shares of BCM. He owns 1,432 shares of BPM, and has options on 11,068 shares of BPM. He owns 2,000 shares of BMM, and has options on 12,500 shares of BMM. He has options on 12,500 shares of RBM.

THE PRESENT POSITION AND OFFICE WITH THE COMPANY IF APPLICABLE, AND THE PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE INCUMBENT DIRECTORS AND OFFICERS ARE AS FOLLOWS. UNLESS OTHERWISE STATED, SUCH OCCUPATION OR EMPLOYMENT HAS CONTINUED FOR MORE THAN THE LAST FIVE YEARS.

RODNEY T. COX is Chief Executive Officer and Chairman of the Board of the Company and has held similar positions since December 27, 1978; at which time he also became a Director. Dr. Cox is a member of both the Executive and Audit Committees. Dr. Cox is a Director and member of the Audit and Executive Committee for all companies and CEO and Chairman for all companies in the Borealis Family of Companies. He is a Director of Thales Resources, Inc. (the parent company of ThaleScope Limited), and is a partner in The Parmenides Group (a private investment bank). Rodney T. Cox beneficially owns directly or indirectly 416,600 common shares of the Company. He owns 257,780 shares of BCM, and has options on 10,000 shares of BCM. He owns 257,780 shares of BPM, and has options on 10,000 shares of BPM. He owns 103,755 shares of BMM, and has options on 40,000 shares of BMM. He owns 10,000 shares of RBM, and has options on 110,000 shares of RBM.

JEAN-FRANCOIS EDELSTEIN became a Director of the Company on July 30, 1997. Mr. Edelstein has been with REL Consultancy Group since October 1997, and is currently Senior Consultant, Manager of Systems. Jean-Francois Edelstein beneficially owns directly or indirectly 100 common shares of the Company. Mr. Edelstein owns 200 shares of BMM, and has options on 10,000 shares each of BCM, BPM, BMM and RBM.

ISAIAH W. COX became a Director on February 15, 1994. Mr. Cox has had capacities with the Company since 1987, where he is now President, Chief Operating Officer, a member of the Executive Committee and a Director for all companies in the Borealis Family of Companies, except Roche Bay Mining Company where he is a Director and a member of the Executive Committee. He is also President of Thales Resources, Inc., the parent company of ThaleScope Limited. Isaiah W. Cox beneficially owns directly or indirectly 243,165 common shares of the Company, and has options on 100,000 common shares of the Company. He owns 55,000 shares of BCM, and has options on 110,000 shares of BCM. He owns 55,000 shares of BPM, and has options on 110,000 shares of BPM. He owns 37,918 shares of BMM, and has options on 88,960 shares of BMM. He owns 5,000 shares of RBM, and has options on 110,000 shares of RBM

DONALD N. JONES became a Director of the Company December 19, 1991. Donald N. Jones retired from the Victoria School System in June 1999 as a School Administrator. He currently manages personal investments as well as engaging in venture capital activities. Mr. Jones beneficially owns directly or indirectly 55,548 common shares of the Company. Mr. Jones owns 35,335 shares of BCM, and has options on 10,000 shares of BCM. He owns 35,335 shares of BPM, and has options on 10,000 shares of BPM. He owns 1,600 shares of BMM, and has options on 10,000 shares of BMM. He has options on 10,000 shares of RBM.

A. ASHER TURIN became a Director of the Company April 6, 1988. He is a member of the Audit Committee. He has been consultant to the Company from 1985 to present. He is Executive Director of the Zvi Institute for Manuscript Research from 1978 to present. A. Asher Turin beneficially owns directly or indirectly 100 common shares of the Company. He owns 5,000 shares each of BCM and BPM.

JOSEPH J. COX became a Director of the Company on September 16, 1998. Mr. Cox was as an independent technical contractor from June 1993 until March 1999. Mr. Cox is working as a Documentation Manager with PinPoint Corporation since March 1999. Mr. Cox has had capacities with the Company since 1990, where he is now a technical contractor. Joseph J. Cox beneficially owns directly or indirectly 29,289 common shares of the Company. Mr. Cox owns 6,250 shares of BCM, and has options on 5,000 shares of BCM. He owns 6,250 shares of BPM, and has options on 5,000 shares of BPM. He owns 1,403 shares of BMM, and has options on 3,597 shares of BMM. He has options on 5,000 shares of RBM.

GRAYS SERVICES LIMITED became Secretaries of the Company on October 19, 1998.

6. REMUNERATION OF MANAGEMENT:
Management fees totaling approximately $198,000 (1998-$192,000) have been paid to a Partnership controlled by the CEO of the Company. Travel, promotion, rent, and other expenses totaling approximately $87,000 (1998-$95,000 have been reimbursed to the CEO and a partnership controlled by the CEO of the Company.

7. APPOINTMENT OF AUDITORS:
Unless otherwise specified therein, it is presently intended to vote the accompanying proxy instrument to appoint BDO Dunwoody LLP as auditors of the Company, to hold office until the next annual meeting of shareholders, and to authorize the Directors to fix their remuneration.

8. OPTIONS:
Options expiring March 29, 2002 are outstanding for a total of 200,000 shares of the Company at a price of $5.00 per share. The remainder of 40,379 shares from an earlier exercise of the options are still the obligation of the Company to issue on a timely basis. It should be noted that, as the Company has authorized 5,000,000 shares, the Company will have to acquire shares from private purchases or public transactions to honour these commitments for these 240,379 shares. The Company can increase its capitalization, but under the Company's Memorandum of Association and Articles of Association this is a difficult process. The Company intends to honour these obligations to deliver shares under these option agreements by acquiring the shares in the market.

9. LIABILITY AND DIRECTORS AND OFFICERS INSURANCE:
The Company has liability insurance for its various office and laboratory facilities that it uses worldwide.

10. INTEREST OF LARGE SHAREHOLDERS IN MATERIAL TRANSACTIONS WITH
BOREALIS EXPLORATION LIMITED:
Through the years, Rodney T. Cox and The Parmenides Group have paid many Company bills without reimbursement, have guaranteed Company obligations without compensation and have lent funds to the Company without interest being charged. In addition, the Company has engaged in numerous transactions with the above parties, all of which in the opinion of management and the Board of Directors have been in the best interest of Borealis. As necessary these services will continue to be provided on the same terms to the Borealis Family of Companies.

Almost all Borealis Directors, Officers and consultants, have agreements for shares in Borealis Cool Manufacturing Limited and shares in Borealis Power Manufacturing Limited and have options on shares in these companies that expire on March 3, 2003 at $5.238 USD per share. These shares were offered privately, and officers, directors, many consultants and business associates of Borealis purchased these shares on the same terms as all other parties. All of these individual agreements to receive shares and share options are each less than 10% of the outstanding shares (including full exercizing of options) of these two companies. As of this date share certificates for Borealis Cool Manufacturing Limited and Borealis Power Manufacturing Limited have not been issued.

Almost all Borealis Directors and Officers have agreements for shares in Borealis Motor Manufacturing Limited, and have options at $7.70 USD per share expiring February 1, 2004. These shares were offered privately, and officers, directors, consultants and business associates of Borealis purchased these shares on the same terms as all other parties. All the individual holdings are less than 10% of the outstanding shares, including full exercise of options. As of this date no share certificates have been issued in Borealis Motor Manufacturing Limited.

Almost all Borealis Directors and Officers and consultants have options in Roche Bay Mining Company Limited, at $7.70 USD per share expiring February 1, 2004. All the individual holdings in RBM are less than 10% of the outstanding shares, including full exercise of options. As of this date no share certificates have been issued in Roche Bay Mining Company Limited.

Members of the Executive Committee have agreed to lend to Borealis Technical Limited up to a total of 350,000 common shares of Borealis Exploration Limited to be used in funding the operations of the Company. As of August 10, 1999, 285,831 of these shares had been sold privately and on the market to fund Company operations.

With the non-delivery of exercised option shares by the Company of 40,379 shares and the short position of Borealis Technical Limited of 285,831 shares, the Company and its subsidiary are 326,210 shares short. This total, with exercise of all 200,000 shares of the March 29, 2002 options, and the remaining shares which can be borrowed sold, will result in 590,379 shares of Borealis Exploration effectively being sold short by the Company and its subsidiary. Borealis and its subsidiary company intend to honour the obligations thus created.

Borealis has entered into two long term contracts with members of its technical staff with 10 year contracts and 2 ten year renewals. The first of these contracts has 3 years remaining with 20 years of options. This first contract comes with substantial penalties to the Company should control change hands by way of a cash payment to the Director of Research of the Company

11. CONTINUANCE OUT OF CANADA AND TO GIBRALTAR:
Your company completed its Continuance out of Canada and a Continuance into Gibraltar on October 19, 1998.

12. SUMMARY OF SHAREHOLDINGS IN Borealis Cool Manufacturing Limited,
Borealis Power Manufacturing Limited, Borealis Motor Manufacturing Limited, and
Roche Bay Mining Company Limited

Borealis Cool Manufacturing Limited has 10,000,000 shares Authorized for Issue, with $1,592,669 US booked for the issue of 7,245,943 shares of which: 5,200,000 shares are owned by Borealis Technical Limited, 722,362 shares have been granted as options at $5.238 US per share, and 50,000 shares have been granted as options at $20.00 US per share.

Borealis Power Manufacturing Limited has 10,000,000 shares Authorized for Issue, with $1,592,169 US booked for the issue of 7,245,918 shares, of which 5,200,000 shares are owned by Borealis Technical Limited, 722,362 shares have been granted as options at $5.238 US per share, and 50,000 shares have been granted as options at $20.00 US per share.

Borealis Motor Manufacturing Limited has 10,000,000 shares Authorized for Issue, with $3,400,725 US booked for the issue of 5,484,965 shares, of which 5,200,000 shares are owned by Borealis Technical Limited, and 745,035 shares have been granted as options at $7.70 US per share.

Roche Bay Mining Company Limited has 10,000,000 shares Authorized for Issue, with $608,000 US booked for the issue of 5,216,000 shares outstanding of which 5,200,000 shares are owned by Borealis Technical Limited, and 875,000 shares have been granted as options at $7.70 US per share.

13. GENERAL:
The Management knows of no matter to come before the Annual Meeting other than the matters referred to in the Notice of the Meeting. If any matters that are not now known to the Management should properly come before the meeting, the accompanying proxy instrument will be voted on such matters in accordance with the best judgment of the person or persons voting it.

The contents and sending of this information have been approved by the Directors of the Company.

Dated this 17th day of August, 1999
Borealis Exploration Limited

"Rodney T. Cox"
Rodney T. Cox. Ph.D.
CEO/Chairman of the Board

 "Isaiah W. Cox"
 Isaiah W. Cox
 President/COO