Panterra Minerals Inc. (the "Company") held an Extraordinary and Annual General Meeting on January 31, 2000 for shareholders to vote on the terms of a proposed Reverse Takeover/Change of Business outlined in an Information Circular mailed to shareholders. At the meeting shareholders approved the following:

1. a share consolidation of one new common share for every four old common shares issued and outstanding such that on a post-consolidated basis 1,974,697 shares will be issued and outstanding;

2. the acquisition of all the shares of Neodym Systems Inc. in consideration of 1,000,000 post-consolidated shares of the Company at a deemed price of $0.25 per share;

3. the issuance of 2,000,000 performance shares;

4. a private placement of 1,261,600 Special Warrants at a price of $0.25. Each Special Warrant is exercisable into one unit consisting of one common share and one share purchase warrant entitling the holder to purchase one common share for a period of one year at a price of $0.40;

5. Juraj Krajci, David Dunnison, Dennis Fong and Richard Hughes were elected to the Board of Directors of the Company; and

6. a name change to Neodym Technologies Inc.

In connection with the Reverse Takeover/Change of Business Geopel McDermid has agreed to act as the Company’s sponsor. Geopel McDermid will receive a sponsorship fee of $15,000 plus reasonable expenses. Goepel McDermid will also receive a 10% commission and 25% broker’s warrants for acting as agent with respect to the financing. The transaction is subject to the approval of the Canadian Venture Exchange.

For the ensuing year Mr. Juraj Krajci was appointed President of the Company, Mr. Richard Hughes was appointed Chairman of the Board and Mr. Stephen Pearce was re-appointed as Corporate Secretary of the Company.

Neodym is in the gas detection equipment business. Neodym manages all aspects of its business including product research, design, development, production engineering, manufacturing and sale of electronic gas detection equipment. Distribution of Neodym’s products has been primarily conducted through factory-direct e-commerce sales over the internet. A valuation completed by Evans & Evans Inc. for the shareholders of the Company concluded that the fair market value of Neodym is in the range of CDN$250,000 to CDN$320,000, subject to certain assumptions and conditions. Shareholders can obtain a complete copy of the Valuation from the Company.