Prospectus excerpt:  This short form prospectus qualifies the distribution (the “Offering”) of 4,000,000 Cumulative Rate Reset Preferred Shares, Series A (the “Series A Shares”) of Valener Inc. (“Valener”) at a price of $25.00 per Series A Share (the “Offering Price”). For the initial period from and including the Closing Date (as defined herein) to, but excluding October 15, 2017 (the “Initial Fixed Rate Period”), the holders of Series A Shares will be entitled to receive fixed cumulative preferential cash dividends, as and when declared by the board of directors of Valener (the “board of directors of Valener”), payable quarterly on the 15th day (or, if such day is not a Business Day (as defined herein), the immediately following Business Day) of January, April, July, and October in each year at an annual rate equal to $1.0875 per share. The initial dividend will be payable on October 15, 2012 and will be $0.39031 per share, based on the anticipated closing date of June 6, 2012 (the “Closing Date”). See “Details of the Offering”.

For each five-year period after the Initial Fixed Rate Period (each a “Subsequent Fixed Rate Period”), the holders of the Series A Shares will be entitled to receive fixed cumulative preferential cash dividends, as and when declared by the board of directors of Valener, payable quarterly on the 15th day (or, if such day is not a Business Day, the immediately following Business Day) of January, April, July, and October in each year during the Subsequent Fixed Rate Period, in an annual amount per share determined by multiplying the Annual Fixed Dividend Rate (as defined herein) applicable to such Subsequent Fixed Rate Period by $25.00. The Annual Fixed Dividend Rate for each Subsequent Fixed Rate Period will be equal to the sum of the Government of Canada Yield (as defined herein) on the 30th day prior to the first day of such Subsequent Fixed Rate Period plus 2.81%. See“Details of the Offering”.