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Technology Stocks : VIDEOFLICKS.COM/ VFCO.U -- Ignore unavailable to you. Want to Upgrade?

To: Vince Moretto who wrote (19)	6/3/1999 1:37:00 PM
From: Steven Haas	Respond to of 66

There was a private placement done at that price. most documents can be found on www.sedar.com REPORT PURSUANT TO s.101 of the Securities Act (Ontario): 1. NAME OF OFFEROR Videoflicks Canada Limited (VFC), 106 Orenda Road, Brampton, Ontario L6W 3W6. 2. NUMBER OF SECURITIES OVER WHICH THE OFFEROR AND ANY PERSON ACTING JOINTLY OR IN CONCERT WITH THE OFFEROR ACQUIRED OWNERSHIP OR CONTROL OR DIRECTION AS A RESULT OF THE TRANSACTION OR OCCURRENCE GIVING RISE TO THIS REPORT VFC announced that it had acquired an aggregate of 8,000,000 common shares of Videoflicks.com Inc. (VCI) pursuant to the amalgamation of Mantaur Petroleum Corporation, 1318780 Ontario Limited and Videoflicks.com Limited. Michael Kavanagh was also granted options to purchase up to 800,000 common shares of VCI at US$0.50 per share at any time up to March 23, 2004. 3. THE OWNERSHIP OF, OR CONTROL OR DIRECTION BY, THE OFFEROR AND ANY PERSON OR COMPANY ACTING JOINTLY OR IN CONCERT WITH THE OFFEROR OVER THE SECURITIES IMMEDIATELY AFTER THE TRANSACTION OR OCCURRENCE GIVING RISE TO THIS REPORT Subsequent to its aforementioned acquisition, VCL held 8,000,000 common shares of VCI, which, when issued, comprised approximately 47.7% of the outstanding common shares of VCI and Michael Kavanagh held the options to purchase up to 800,000 common shares of VCI at US$0.50 per share at any time up to March 23, 2004. Michael Kavanagh is a senior officer of VCL and is one of two beneficial shareholders of VCL, each of whom owns 50% of the voting shares of VCL. 4. THE NAME OF THE MARKET WHEREIN THE TRANSACTION OR OCCURRENCE TOOK PLACE The 8,000,000 common shares of VCI were acquired by VCL pursuant to the amalgamation. The options were granted to Michael Kavanagh in a private transaction pursuant to the VCI stock option plan. 5. THE PURPOSE OF THE OFFEROR AND ANY PERSON ACTING JOINTLY OR IN CONCERT WITH THE OFFEROR IN EFFECTING THE TRANSACTION, INCLUDING ANY FUTURE INTENTION TO INCREASE THE BENEFICIAL OWNERSHIP, CONTROL OR DIRECTION OF THE OFFEROR AND ANY PERSON ACTING JOINTLY OR IN CONCERT WITH THE OFFEROR OVER SECURITIES OF THE ISSUER VCL acquired the 8,000,000 common shares of VCI for investment purposes and has no present intention to acquire additional securities of VCI. Michael Kavanagh intends to exercise the options to acquire up to 800,000 common shares of VCI but otherwise has no present intention to acquire additional securities of VCI. 6. DESCRIPTION OF ANY CHANGE IN ANY MATERIAL FACTS SET OUT IN A PREVIOUS REPORT Not applicable. 7. NAMES OF THE PERSONS OR COMPANIES ACTING JOINTLY OR IN CONCERT WITH THE OFFEROR In respect of the transactions disclosed herein Michael Kavanagh acts jointly or in concert with VCL. DATED March 25, 1999 VIDEOFLICKS CANADA LIMITED MICHAEL KAVANAGH Per: Michael Kavanagh Secretary