Draft OFFERING MEMORANDUM

Dated: The Issuer

Name:

INC. (the "Corporation" or "")

No. No. No

Head Office: Currently listed or quoted? Reporting issuer? SEDAR filer?

The Offering
Securities offered: Price per security: Minimum/Maximum offering: Payment terms: Proposed closing dates: Tax Consequences: Selling agent: Bank draft, certified cheque or such other consideration as may be accepted by the Corporation at closing. One or more dates prior to an estimated final closing date of ______, 2012.

Resale Restrictions Purchaser's Rights You have 2 business days to cancel your agreement to purchase these securities. If there is a misrepresentation in this offering memorandum, you have the right to sue either for damages or to cancel this agreement. See Item 11. No securities regulatory authority has assessed the merits of these securities or reviewed this offering memorandum. Any representation to the contrary is an offence. This is a risky investment. See Item 8.

Item 1 - Use of Net Proceeds 1.1 Net Proceeds and Available Funds

The net proceeds of the offering and the funds which will be available to the Corporation after this offering are as follows:
Assuming Min. Offering A B C D Amount to be raised by this offering Selling commissions and fees Estimated offering costs (including legal, accounting, audit, etc.) Net Proceeds: D=A-(B+C) $0 $0 $ $ Assuming Max. Offering $ $0 $ $

1.2

Use of Net Proceeds

The Corporation intends to use the net proceeds of the offering as follows:

1.3

Reallocation

We intend to spend the net proceeds of the offering as stated. We will reallocate funds only for sound business reasons. 1.4 Working Capital Deficiency

Item 2 Business of the Corporation 2.1 Structure

The Company was incorporated under the Business Corporations Act (Alberta) on The head and principal office of the Corporation is located at 2.2 Our Business

2011.

Avenue, Calgary, Alberta,

Background 2.3 Development of the Business

The Corporation is engaged in the business of exploring and developing natural resources. 2.4 2.5 Long Term Objectives Short Term Objectives and How We Intend to Achieve Them

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The following is a brief summary of the Corporation's objectives to be completed over the next 12 months, together with a description of how the Corporation intends to meet such objectives:

2.6

Insufficient Proceeds

The proceeds of this offering may not be sufficient to accomplish all of the Corporation's proposed objectives, and there is no assurance that alternative financing will be available on terms acceptable to the Corporation, or at all.

2.7

Material Agreements

The Corporation, whether directly or through a subsidiary corporation, is not a party to and does not have any contracts, other than contracts entered into in the ordinary course of business, that are material to the Corporation, except as follows: Item 3 - Directors, Management, Promoters and Principal Holders 3.1 Compensation and Securities Held

The following table sets out information about each director, officer and promoter of the Corporation and each person who directly or indirectly beneficially owns or controls 10% or more of any class of voting securities of the Corporation (a "principal holder"). 3.2 Management Experience

The following table discloses the principal occupations of the Corporation's directors and senior officers over the past five years.
Name Principal occupation and related experience .

3.3

Penalties or Sanctions

Except as disclosed herein, no penalty or sanction or any declaration of bankruptcy, voluntary assignment in bankruptcy, proposal under any bankruptcy or insolvency legislation, proceedings, arrangement or compromise with creditors, appointment of a receiver, receiver manager or trustee to hold assets that has been in effect during the last ten years against or with regard to any: (i) director, senior officer, promoter or control person of the Corporation, or

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(ii)

an issuer that a person or company referred to in (i) above was a director, senior officer, promoter or control person at that time.

Item 4 - Capital Structure 4.1 Outstanding Securities (Share Capital)

Number Outstanding Assuming Completion Of Minimum Offering 0 Number Outstanding Assuming Completion Of Maximum Offering 0

Description Of Security Common Shares(1) Preferred Shares Stock Options

(1) (2)

Number Authorized To Be Issued unlimited unlimited

Number Outstanding As at 0

(2)

The Common Shares of the Corporation are entitled to dividends pro rata as and when declared by the Board of Directors, to one vote per share at meetings of the shareholders and, upon dissolution or any other distribution of assets, to receive pro rata such assets of the Corporation as are distributable to the holders of Common Shares. The rights attributable to the Preferred Shares will be determined by the Board of Directors prior to the issuance thereof.

4.2

Long Term Debt

The Corporation has no indebtedness as at the date hereof. 4.3 Prior Sales

Within the previous 12 months prior to the date hereof, the Corporation has issued the following securities:
Date Of Issuance Type Of Security Issued Common Shares Number Of Securities Issued Price Per Security $ Total Funds Received $

Item 5 Securities Offered 5.1 Terms of Securities

The Corporation is offering up to ________ common shares for sale to qualified investors ("Subscribers" or "Investors") in British Columbia and Alberta. The Common Shares are being sold at a price of $per Unit, which price was independently established by the Corporation. The holders of the Common Shares will be entitled to receive notice of, attend and vote at all meetings of Shareholders except separate meetings of the holders of another class or series of shares. Holders of Common Shares will be entitled to one vote per share at such meetings. The Common Shares will be entitled to dividends, if and when declared by the directors of the Corporation, and to the distribution of

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the residual assets of the Corporation in the event of the liquidation, dissolution or winding-up of the Corporation. 5.2 Subscription Procedure

This offering is available only to Subscribers resident in Alberta and British Columbia, and then only pursuant to the terms of the certain statutory exemptions or orders. Potential subscribers should consult with their own legal and professional advisors to determine whether it is appropriate for them to participate in the offering. You may subscribe for common shares by delivering the following documents to us at the address shown in the Subscription Agreement: an executed subscription agreement, in the form provided with this offering memorandum;
(a)

a certified cheque or bank draft made payable to "Abexco Inc." in the amount of the subscription price for the commonshares; and
(b) (c)

an executed Form 45-103F3, provided with this offering memorandum.

This offering is not subject to any minimum subscription level. Accordingly, you may be the only purchaser. It is anticipated that there will be multiple closings, with the final closing of the offering to occur prior to ______ 2012. The Corporation may close the offering on an earlier or later date as it may determine in its sole discretion. The Corporation reserves the right to accept or reject subscriptions in whole or in part and to close the subscription books at any time without notice. Any investment funds for subscriptions which are not accepted will be promptly returned to the subscriber without interest or deduction. At the closing of the offering, Abexco will deliver to the Subscribers certificates representing fully paid and non-assessable Common Shares, provided the subscription price has been paid in full. Item 6 - Income Tax You should consult your own professional advisers to obtain advice on the tax consequences that apply to you. EACH PROSPECTIVE SUBSCRIBER SHOULD OBTAIN ADVICE FROM HIS OWN TAX ADVISOR AS TO BOTH THE FEDERAL AND PROVINCIAL INCOME TAX CONSEQUENCES OF HIS PARTICIPATION IN THIS OFFERING. Item 7 - Compensation Paid to Sellers and Finders The Corporation has not retained an Agent, but reserves the right to retain a selling agent to assist with the sale of Units on a "best efforts" basis. If the Corporation retains as selling agent in connection with this offering, a commission not exceeding 7% of the gross proceeds of this offering shall be paid to the agent. In addition, the agent would be entitled to recover all of its out of pocket expenses relating to the offering, including legal fees, to a maximum of $25,000.

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Item 8 - Risk Factors Investment in the Units is a risky investment. Subscribers are advised to consult with their own legal and investment advisors prior to making an investment in Units, and to consider the following prior to making any investment decision: Financing Requirements The Corporation May Not Achieve Profitability The Corporation is not currently profitable, and it is expected that the Corporation will incur substantial losses until well beyond completion of the construction phase of the Project. The Corporation may never achieve profitability. If the Corporation does achieve profitability, there can be no assurance that it will be sustained or that profits will increase. Early Stage of Development Title Issues Dependence on Management Team The Corporation will be entirely dependent on the skills and experience of its management team to advance the Corporation. The loss of the services of one or more of these individuals may adversely affect the Corporation's prospects. The Corporation does not have key person life insurance in respect of any of its directors or officers. The Corporation will require experienced engineering and other skilled personnel in order to progress. Competition for qualified personnel in the energy sector is intense. In addition, in order to manage growth effectively, the Corporation must continue to implement and improve the Corporation's management systems and to recruit and train new employees. There can be no assurance that the Corporation will successfully attract and retain skilled and experienced personnel. Conflicts of Interest Potential conflicts of interest exist to which the directors, officers and promoters of the Corporation may be subject. Conflicts of interest, if any, will be resolved in accordance with the provisions of the Business Corporations Act (Alberta). Environmental Risks The EIA may determine the presence of environmental impacts that could lead to the rejection of the Corporation's EIA application. Impacts of concern include population impacts on specific species of birds and acoustic and vibration effects on sea mammals. The Corporation may not successfully complete all of the steps required in the approved EIA plan, in which case its application may be found to be deficient. Environmental monitoring and mitigation requirements may give rise to significant unanticipated costs. As a result of these factors, this offering is only suitable to those investors who are willing to rely on the management of the Corporation and who can afford to lose their entire investment. Item 9 - Reporting Obligations Item 10 - Resale Restrictions

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These securities will be subject to a number of resale restrictions, including a restriction on trading. Until the restriction on trading expires, you will not be able to trade the securities unless you comply with an exemption for the prospectus and registration requirements under securities legislation. Item 11 - Purchaser's Rights If you purchase these securities you will have certain rights, some of which are described below. For information about your rights you should consult a lawyer. 1. Two Day Cancellation Right You can cancel your agreement to purchase these securities. To do so, you must send a notice to us by midnight on the 2 nd business day after you sign the agreement to buy the securities. 2. Rights in the Event of a Misrepresentation If there is a misrepresentation in this offering memorandum, you have a statutory right to sue:
(a) (b)

the Corporation to cancel your agreement to buy these securities, or for damages against the Corporation, every director of the Corporation as of the date hereof and the Chief Executive Officer and Chief Financial Officer of the Corporation who signed this offering memorandum.

The statutory right to sue is available to you whether or not you relied on the misrepresentation. However, there are various defenses available to the persons or companies that you have a right to sue. In particular, they have a defence if you knew of the misrepresentation when you purchased the securities. If you intend to rely on the rights described in (a) or (b) above, you must do so within strict time limitations. You must commence your action to cancel the agreement within 180 days from the day of the transaction that gave rise to the cause of action, or you must commence your action for damages within 180 days from the day that you first had knowledge of the facts giving rise to the cause of action or 3 years from the day of the transaction that gave rise to the cause of action.

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