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REPORT UNDER PART 4 OF
NATIONAL INSTRUMENT 62-103
(a) Name and Address of the eligible institutional investor:
Cushing MLP Asset Management, LP (“Cushing”)
8117 Preston Road, Suite 440
Dallas, Texas 75225
Cushing exercises control and direction over the common shares (“Shares”) of Palladon Ventures
Ltd. (the “Reporting Issuer”) described below registered in the name of The Cushing Fund, LP
(the “Cushing Fund”), The Cushing MLP Opportunity Fund I, LP (the “Opportunity”), The
Dalrymple Global Resources Master Fund, LP (“Dalyrmple”), Swank Investment Partnership,
LP (“Swank”) and Cushing MLP Market Neutral Fund, LP (formerly known as Swank Best
Ideas Fund, LP) (“Market Neutral”).
(b) The net increase or decrease in the number or principal amount of securities, and in the
eligible institutional investor’s securityholding percentage in the class of securities, since the
last report filed by the eligible institutional investor under Part 4 or the early warning
requirements:
Since the last report filed by Cushing in respect of the Shares of the Reporting Issuer dated
February 3, 2011 under Part 4 of National Instrument 62-103 (“NI 62-103”), there has been a net
decrease of 1,099,868 Shares and a net decrease of approximately 2.42% of the Shares over
which Cushing exercises control or direction.
(c) The designation and number or principal amount of securities and the eligible institutional
investor’s securityholding percentage in the class of securities at the end of the month for
which the report is made:
As at December 31, 2012, Cushing exercised control and direction over an aggregate of
3,048,443 Shares of the Reporting Issuer, representing approximately 11.13% of the Reporting
Issuer's issued and outstanding Shares.
(d) The designation and number or principal amount of securities and the percentage of
outstanding securities of the class of securities referred to in paragraph (c) over which
(i) the eligible institutional investor, either alone or together with any joint actors, has
ownership and control:
(ii) the eligible institutional investor, either alone or together with any joint actors, has
ownership but control is held by other persons or companies other than the Investor
or any joint actor:
(iii) the eligible institutional investor, either alone or together with any joint actors, has
exclusive or shared control but does not have ownership:
As at December 31, 2012, Cushing exercised control and direction over an aggregate of
3,048,443 Shares of the Reporting Issuer, representing approximately 11.13% of the Reporting
Issuer's issued and outstanding Shares.
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(e) The purpose of the eligible institutional investor and any joint actors in acquiring or
disposing of ownership of, or control over, the securities, including any future intention to
acquire ownership of, or control over, additional securities of the reporting issuer:
The Shares were acquired by Cushing Fund, Opportunity, Dalrymple, Swank and Market Neutral
and disposed of by Dalyrmple all for investment purposes. Cushing may increase or decrease its
investment in the Reporting Issuer from time to time, depending on market conditions or any
other relevant factors.
(f) The general nature and the material terms of any agreement, other than lending
arrangements, with respect to securities of the reporting issuer entered into by the eligible
institutional investor, or any joint actor, and the issuer of the securities or any other entity
in connection with any transaction or occurrence resulting in the change in ownership or
control giving rise to the report, including agreements with respect to the acquisition,
holding, disposition or voting of any of the securities:
Not applicable.
(g) The names of any joint actors in connection with the disclosure required by this report:
Not applicable.
(h) If applicable, a description of any change in any material fact set out in a previous report by
the eligible institutional investor under the early warning requirements or Part 4 of
National Instrument 62-103 in respect of the reporting issuer’s securities:
There has been a net decrease of 1,099,868 Shares over which Cushing exercises control and
direction. This constitutes a change in material fact for the purposes of securities legislation
pursuant to Section 3.1 of Part 9 of NI 62-103.
(i) A statement that the eligible institutional investor is eligible to file reports under Part 4 of
National Instrument 62-103 in respect of the reporting issuer:
Cushing is eligible to file reports under Part 4 of National Instrument 62-103 in respect of the
Reporting Issuer.