Borealis Exploration Limited 2015 Information Circular - Part 1 of 2

Borealis Exploration Limited

Gibraltar Company Number 66632

INFORMATION CIRCULAR

Fiscal Year 2015

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 Members to be held 28 July 2015 in Gibraltar and via the Internet at www.borealis.gi, with the Record Date of the meeting being 01 June 2015 for the purposes set forth in the Notice of Meeting. It is expected that the solicitation will be by mail, e-mail, fax, Internet web site, telephone or in person by Officers and Directors of the Company. The cost of solicitation will be borne by the Company. The information contained herein is given as of 31 March 2015, unless otherwise indicated. All dollar figures set forth are expressed in United States Dollars. All accounting is done in accordance with Gibraltar Generally Accepted Accounting Principles (GAAP) and International Financial Reporting Standards (IFRS).

2. QUORUMS AND VOTING:

The authorised share capital of the Company is $50,000, consisting solely of one class of common shares divided into 5,000,000 shares with par value of $0.01 per share, of which 5,000,000 shares were outstanding at the close of business 31 March 2015. Each holder of record of a common share as of the Record Date for the meeting is entitled to attend the meeting and to cast one vote for each share. Proxies are being accepted by hand delivery, mail, e-mail, fax, and the Company’s Internet website at www.borealis.gi. Any resolution to be voted upon at the meeting must be approved by a majority of the votes cast, unless the Company's Articles of Association stipulate a number or proportion of the votes cast in excess of a majority. The meeting will proceed as long as there is a quorum at the meeting place including the voted proxies.

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 manner permitted by law, a member giving a proxy pursuant to this solicitation who wishes to revoke the proxy instrument may do so in writing. This revocation must be executed by the member, or by his attorney authorised in writing, or, if the member is a Corporation, under its Corporate seal or by an officer or attorney thereof duly authorised, and received by mailed, or deposited, at any office of the Company, via e-mail to proxy@borealis.gi, or by fax to +44.207.504.3593 at any time up to and including 1700 GMT of 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, no person 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 31 March 2015.

It should be noted that we have two nominee holders of our shares that collectively own over 80% of our shares for several thousand shareholders.

5. ELECTION OF DIRECTORS:

Present Directors Remaining Term

Rodney T. Cox, Ph.D. up for election

Isaiah W. Cox, A.B. 1 year

Ing. Jan Váňa 1 year

Nechama J. Cox, Ph.D. 2 years

Wayne S. Marshall, Ph.D. 2 years

The 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 Articles of Association of the Company. Respective reported share totals are as at 31 March 2015.

RODNEY T. COX became a Director on 27 December 1978. Dr. Cox is Chairman of the Board, Chief Executive Officer and Chief Financial Officer of the Company. In all of the following Companies, he is also a Director, Chairman of the Board, Chief Executive Officer and Chief Financial Officer and a member of the Executive, Audit and Compensation Committees: Avto Metals plc since 6 October 2004; Chorus Motors plc, 21 December 1999; Cool Chips plc, 21 December 1999; Faraway plc, 28 April 2003; Photon Power plc, 23 March 2000; Power Chips plc, 23 March 2000 and also 12 additional affiliated companies, wholly or partially owned, direct or indirect, since prior to 2005, except for WheelTug plc where he is Chairman of the Board and Chief Financial Officer since 09 February 2005 and Roche Bay plc where he holds no position. Dr. Cox is also a member of the Council of several Gibraltar Charitable Foundations, including The Jeremiah Toyam Cox Foundation Limited (TJTCFL) and the Cox Hart Foundation Limited. There are more than 10 members of the Council of each of these foundations. Dr. Cox is also a member of the Board of Directors of Shiloh Limited International, Inc., a corporation, which is wholly owned by TJTCFL, which also owns other business entities including The Parmenides Group, a partnership wholly owned by TJTCFL. Dr. Cox has no ownership interest in these various entities and has received to date no remuneration or reimbursements for any services performed on behalf of these various charitable entities. None of these individual Charitable Foundations, companies or partnerships directly own over 10% of any of the Borealis Family of Companies shares although they do hold shares as nominees and custodians for other unaffiliated entities that have control in aggregate of in excess of 10% of the outstanding shares in all of the Borealis Family of Companies. Rodney T. Cox beneficially owns directly or indirectly 2,544 shares of Borealis Exploration Limited.

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.

ISAIAH W. COX became a Director of the Company on 15 February 1994. Mr. Cox is President, Chief Operating Officer, a member of the Executive Committee and Compensation Committee of the Company. In all the following Companies, he is a Director, a member of the Executive Committee and the Compensation Committee of the Company, President and Chief Operating Officer, except Chorus Motors plc where he is President, and WheelTug plc where he is President and Chief Executive Officer: Avto Metals plc since 6 October 2004; Chorus Motors plc, 21 December 1999; Cool Chips plc, 21 December 1999; Faraway plc, 28 April 2003; Photon Power plc, 23 March 2000; Power Chips plc, 23 March 2000; WheelTug plc, 09 February 2005 and also 12 additional affiliated companies, wholly or partially owned, direct or indirect, since prior to 2005, except for Roche Bay plc where he holds no position. Mr. Cox is also a member of the Council of several Gibraltar Charitable Foundations, including The Jeremiah Toyam Cox Foundation Limited (TJTCFL), the Cox Hart Foundation Limited, the Nechama Cohen Cox Foundation, and the BH Foundation. There are more than 10 members of the Council of each of these foundations. Mr. Cox is also a member of the Board of Directors of Shiloh Limited International, Inc., a corporation, which is wholly owned by TJTCFL, which also owns other business entities including The Parmenides Group, a partnership wholly owned by TJTCFL. Mr. Cox has no ownership interest in these various entities and has received to date no remuneration or reimbursements for any services performed on behalf of these various charitable entities. None of these individual Charitable Foundations, companies or partnerships directly own over 10% of any of the Borealis Family of Companies shares although they do hold shares as nominees and custodians for other unaffiliated entities that have control in aggregate of in excess of 10% of the outstanding shares in all of the Borealis Family of Companies. Isaiah W. Cox beneficially owns directly or indirectly 157,732 shares of Borealis Exploration Limited.

JAN VÁŇA became a Director of the Company on 26 June 2013. He also become a Director of Avto Metals plc, Chorus Motors plc, Cool Chips plc and Power Chips plc on 26 June 2013; and is a Director and Consultant of WheelTug plc since 14 July 2011. Mr. Váňa has been involved in many aspects of aviation; former Czech Air Force Pilot, vice-minister of Defence, member of the Board of Directors of Czech Airlines and commercial director of ABS Jets (largest business jet operator and MRO in the CEE), and outstanding experience from aviation projects management at CEE/European civilian/military market, Mr. Váňa managed the infrastructure of suppliers, facilities and equipment in Prague for the November 2010 and June 2013 tests.. Mr. Váňa beneficially owns directly or indirectly 1 share of Borealis Exploration Limited.

NECHAMA J. COX became a Director of the Company on 1 August 2001. Dr. Cox is the Chief Operating Officer of Chorus Motors plc. She is currently also a Director of Chorus Motors plc since 1 August 2001; Cool Chips plc, 1 August 2001; Faraway plc, 5 October 2004; Photon Power plc, 1 August 2001; Power Chips plc, 1 August 2001. Dr. Cox is also a member of the Council of several Gibraltar Charitable Foundations, including The Jeremiah Toyam Cox Foundation Limited (TJTCFL), the Cox Hart Foundation Limited, the Nechama Cohen Cox Foundation, and the BH Foundation. There are more than 10 members of the Council of each of these foundations. Dr. Cox is also a member of the Board of Directors of Shiloh Limited International, Inc., a corporation, which is wholly owned by TJTCFL, which also owns other business entities including The Parmenides Group, a partnership wholly owned by TJTCFL. Dr. Cox has no ownership interest in these various entities and has received to date no remuneration or reimbursements for any services performed on behalf of these various charitable entities. None of these individual Charitable Foundations, companies or partnerships directly own over 10% of any of the Borealis Family of Companies shares although they do hold shares as nominees and custodians for other unaffiliated entities that have control in aggregate of in excess of 10% of the outstanding shares in all of the Borealis Family of Companies. Nechama J. Cox beneficially owns directly or indirectly 16,667 shares of Borealis Exploration Limited.

WAYNE S. MARSHALL became a Director of the Company on 11 September 1985. He is Professor Emeritus of Business Administration at Long Island University. Dr. Marshall is Chairman of the Executive and Compensation Committees, and a member of the Audit Committee of the Company and for all of the following Companies: Borealis Exploration Limited since 11 September 1985; Avto Metals plc, 06 October 2004; Chorus Motors plc, 21 December 1999; Cool Chips plc, 21 December 1999; Faraway plc, 28 April 2003; Photon Power plc, 23 March 2000; Power Chips plc, 23 March 2000; WheelTug plc, 09 February 2005 and 12 additional affiliated companies, wholly or partially owned, direct or indirect, since prior to 2005, except for Roche Bay plc where he holds no position. In addition, he is a member of the council of The Jeremiah Toyam Cox Foundation Limited (JTCFL) and the VSBM Foundation Limited and is on the board of Shiloh Limited International Inc., a company wholly owned by JTCFL. Wayne S. Marshall beneficially owns directly or indirectly 49,686 shares of Borealis Exploration Limited.