- Voluntary supplemental material filed pursuant to Section 11(a) of the Securities Act of 1933 by foreign issuers (SUPPL)

Filed pursuant to General Instruction II.L. of Form F-10;
File no. 333-162017


*New Issue*		October 5, 2009

Prospectus Supplement to the Short Form Base Shelf Prospectus Dated September 24, 2009

LOGO

COMPTON PETROLEUM CORPORATION

138,000,000

Common Shares

Compton Petroleum Corporation (“ us ”, “ we ”, “ Compton ” or the “ Company ”) is hereby qualifying for distribution (i) up to 138,000,000 common shares in the capital of the Company (“ Common Shares ”), issuable from time to time, on exercise of 138,000,000 common share purchase warrants (“ Warrants ”) issued by us on October 5, 2009 upon the closing of the Unit Offering (as defined herein) made pursuant to the terms of the underwriting agreement dated September 11, 2009 between the Company and Canaccord Capital Corporation, BMO Nesbit Burns Inc., FirstEnergy Capital Corp., Scotia Capital Inc., TD Securities Inc. and Salman Partners Inc. (the “ Unit Underwriters ”) and (ii) such indeterminate number of additional Common Shares that may be issuable by reason of the anti-dilution provisions contained in the Warrant Indenture governing the Warrants. See “Terms of Common Share Purchase Warrants”.

On September 18, 2009, we filed a short form prospectus with the securities commissions in all of the provinces of Canada except Quebec and we filed an amended registration statement on Form F-10 (File No. 333-161851) with the United States Securities and Exchange Commission (“ SEC ”) relating to an offering (the “ Unit Offering ”) by us of units of the Company (the “ Units ”). Each Unit consists of one Common Share (a “ Unit Share ”) and one Warrant. Each Warrant will entitle the holder to purchase one common share in the capital of the Company (a “ Warrant Share ”) at an exercise price of $1.55 per Warrant Share at any time up to 5:00 p.m. (Calgary time) on October 5, 2011 (the “ Warrant Expiry Time ”). The Unit Offering was completed on October 5, 2009.

Our issued and outstanding Common Shares are listed on the Toronto Stock Exchange (the “ TSX ”) under the symbol “CMT” and on the New York Stock Exchange (“ NYSE ”) under the symbol “CMZ”. The TSX has conditionally approved the listing on the TSX of the Warrants under the symbol “CMT.WT”, and the listing of the additional Unit Shares issuable pursuant to the Unit Offering, and the Warrant Shares issuable on exercise of the Warrants. The NYSE has approved, subject to official notice of issuance, the listing on the NYSE of the Unit Shares and the Warrant Shares issuable on exercise of the Warrants. Listing is subject to the Company fulfilling all the listing requirements of the TSX and NYSE, respectively.

Investing in the Common Shares involves certain risks. See “Risk Factors” in the accompanying Prospectus and in this prospectus supplement.

This Prospectus Supplement, together with the registration statement on Form F-10 (File No. 333-162017) filed with the SEC on September 18, 2009 and as amended September 24, 2009, registers the offering of the securities to which it relates under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), in accordance with the multi-jurisdictional disclosure system adopted by the SEC and the securities commission or similar regulatory authority in each of the provinces of Canada. Other than in the province of Alberta, this prospectus supplement does not qualify the distribution of the Common Shares in any province of Canada.

We are a foreign private issuer under United States securities laws and are permitted, under the multi-jurisdictional disclosure system adopted in the United States, to prepare this prospectus supplement in accordance with Canadian disclosure requirements. Prospective investors should be aware that such requirements are different from those of the United States. Financial statements included or incorporated herein by reference have been prepared in accordance with generally accepted accounting principles which are in effect from time to time in Canada (“Canadian GAAP”), and are subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies.

Prospective investors should be aware that the purchase of the Common Shares upon exercise of the Warrants may have tax consequences both in the United States and in Canada. This prospectus supplement may not fully describe these tax consequences for investors. You should read the sections containing discussion of certain tax considerations in the United States and Canada in this prospectus supplement.

The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated and organized under the laws of Canada, that some or all of its officers and directors are residents of Canada, that some or all of the experts named in the registration statement are residents of Canada and that all or a substantial portion of the assets of the Company and said persons are located outside the United States.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR ANY STATE SECURITIES COMMISSION NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

TABLE OF CONTENTS


IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS		S-2
FORWARD-LOOKING INFORMATION		S-2
DOCUMENTS INCORPORATED BY REFERENCE		S-4
RECENT DEVELOPMENTS		S-5
TERMS OF THE COMMON SHARE PURCHASE WARRANTS		S-6
USE OF PROCEEDS		S-6
CONSOLIDATED CAPITALIZATION		S-7
PLAN OF DISTRIBUTION		S-7
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS		S-8
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS		S-11
LEGAL MATTERS		S-15
INTERESTS OF EXPERTS		S-15
AUDITORS, TRANSFER AGENT AND REGISTRAR		S-15
AUDITORS’ CONSENT		S-16

IMPORTANT NOTICE ABOUT INFORMATION IN THIS

PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

This document is in two parts. The first part is this prospectus supplement (the “ Prospectus Supplement ”), which describes the specific terms of the Common Shares being offered and also adds to and updates certain information contained in the accompanying short form base shelf prospectus (the “ Prospectus ”) and the documents incorporated by reference therein. The second part, the Prospectus, gives more general information, some of which may not apply to the Common Shares offered hereunder.

Prospective investors should rely only on the information contained in or incorporated by reference into this Prospectus Supplement and the Prospectus. The Company has not authorized any other person to provide prospective investors with additional or different information. If anyone provides prospective investors with different or inconsistent information, prospective investors should not rely on it. The Company is offering to sell, and seeking offers to buy, these securities only in jurisdictions where offers and sales are permitted. Prospective investors should assume that the information appearing in this Prospectus Supplement and the Prospectus, as well as information the Company has previously filed with the securities regulatory authority in each of the provinces and territories of Canada that is incorporated herein and in the Prospectus by reference, is accurate as of their respective dates only. The Company’s business, financial condition, results of operations and prospects may have changed since those dates.

In this Prospectus Supplement, unless otherwise specified or the context otherwise requires, all dollar amounts are expressed in Canadian dollars. References to “dollars” or “$” are to lawful currency of Canada.

Unless otherwise indicated, all financial information included and incorporated by reference in this Prospectus Supplement and the Prospectus is determined using Canadian generally accepted accounting principles which are in effect from time to time.

FORWARD-LOOKING INFORMATION

This Prospectus Supplement and the Prospectus and the documents incorporated by reference herein and therein include “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the United States

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Private Securities Litigation Reform Act of 1995 and the United States Securities Exchange Act of 1934, as amended (the “ U.S. Exchange Act ”). Forward-looking information and statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by them. Sentences and phrases containing words such as “believe”, “estimate”, “anticipate”, “plan”, “predict”, “outlook”, “goals”, “targets”, “projects”, “may”, “hope”, “can”, “will”, “shall”, “should”, “expect”, “intend”, “is designed to”, “continues”, “with the intent”, “potential”, “strategy”, and the negative of any of these words, or variations of them, or comparable terminology that does not relate strictly to current or historical facts, are all indicative of forward-looking information or statements. Discussions containing forward-looking statements may be found, among other places, in “The Company” and “Recent Developments” sections in the Prospectus and in the “General Development of the Business”, “Description of the Business” and “Risk Factors” sections of our Annual Information Form (as defined herein) and other documents incorporated by reference herein. Examples of forward-looking information and statements in the Prospectus and the Annual Information Form and the other documents incorporated by reference herein include, but are not limited to:

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the use of proceeds from the Unit Offering;

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the focus of capital expenditures;

•

the sale, farming in, farming out or development of certain exploration properties using third party resources;

•

the impact of changes in oil and natural gas prices on cash flow after hedging;

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drilling plans;

•

the existence, operation and strategy of the commodity price risk management program;

•

the approximate and maximum amount of forward sales and hedging to be employed;

•

Compton’s growth strategy, the criteria to be considered in connection therewith and the benefits to be derived therefrom;

•

the impact of Canadian federal and provincial governmental regulation on Compton relative to other oil and gas issuers of similar size;

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the goal to sustain or grow production and reserves through prudent management and acquisitions;

•

the emergence of accretive growth opportunities; and

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Compton’s ability to benefit from the combination of growth opportunities and the ability to grow through the capital markets.

The material assumptions in making these forward-looking statements include certain assumptions disclosed in the Annual Management’s Discussion and Analysis (as defined herein) under the headings “Liquidity and Capital Resources”, “Capital Structure” , “Outlook and Guidance for 2009” and “Critical Accounting Estimates”.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, levels of activity, performance, or achievements. Actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below and elsewhere in this Prospectus Supplement and in the Prospectus and the documents incorporated by reference herein and therein and they include, but are not limited to:

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general economic conditions in Canada, the United States and globally;

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industry conditions, including volatility in market prices for oil and natural gas;

•

royalties payable in respect of Compton’s oil and natural gas production;

•

governmental regulation of the oil and gas industry, including environmental regulation;

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fluctuation in foreign exchange or interest rates;

•

unanticipated operating events which can reduce production or cause production to be shut in or delayed or operating costs to increase;

•

failure to obtain industry partner and other third party consents and approvals, when required;

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stock market volatility and market valuations; and

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the need to obtain required approvals from regulatory authorities.

Statements relating to “reserves” or “resources” are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the resources and reserves described can be profitably produced in the future. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements contained in this Prospectus Supplement and in the Prospectus and the documents incorporated by reference herein and therein: (a) were made as of the dates stated therein and have not been updated except as modified or superseded by a subsequently filed document that is also incorporated by reference in this Prospectus Supplement (b) represent our views as of the date of such documents and should not be relied upon as representing our views as of any subsequent date; and (c) are expressly qualified by this cautionary statement. While we anticipate that subsequent events and developments may cause our views to change, we specifically disclaim any intention or obligation to update forward-looking information and statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws. Except as required by law, Compton has no obligation to update or revise any forward-looking information or forward-looking statement, whether as a result of new information, future events or otherwise.

Forward-looking information and statements contained in this Prospectus Supplement and in the Prospectus and the documents incorporated herein and therein by reference about prospective results of operations, financial position or cash flows that are based upon assumptions about future economic conditions and courses of action are presented for the purpose of assisting our securityholders in understanding management’s current views regarding those future outcomes, and may not be appropriate for other purposes.

There can be no assurance that the forward-looking information and statements will prove to be accurate, and actual results and future events could vary or differ materially from those anticipated by them. Accordingly, undue reliance should not be placed on forward-looking information and statements. Forward-looking information and statements for time periods subsequent to 2009 involve greater risks and require longer term assumptions and estimates from those for 2009, and are consequently subject to greater uncertainty. Therefore, special caution should be taken in terms of placing reliance on such long-term forward-looking information and statements.

DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus Supplement is deemed, as of the date hereof, to be incorporated by reference into the Prospectus only for the purposes of the distribution of the Common Shares offered hereby.

The following documents of the Company, which are filed by the Company with the various securities commissions or similar authorities in each of the provinces and territories of Canada, are specifically incorporated by reference into and form an integral part of this Prospectus Supplement and the Prospectus:

(a)

our Annual Information Form dated March 23, 2009 (the “ Annual Information Form ”) for the year ended December 31, 2008;

(b)

our Management Proxy Circular dated March 23, 2009 in connection with the Annual and Special Meeting of Shareholders held on May 11, 2009;

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(c)

our Audited Consolidated Financial Statements (the “ Consolidated Financial Statements ”) as at and for the years ended December 31, 2008 and 2007 and related notes, together with the auditors’ reports thereon;

(d)

our Management’s Discussion and Analysis of the financial condition and results of operations of Compton as at and for the year ended December 31, 2008;

(e)

our unaudited interim comparative consolidated financial statements as at June 30, 2009 and for the three and six month periods ended June 30, 2009 and 2008, and the notes thereto;

(f)

our Management’s Discussion and Analysis of financial condition and results of operations as at and for the three and six month periods ended June 30, 2009; and

(g)

our Material Change Report dated January 16, 2009 relating to the appointment of the President and Chief Executive Officer.

Any annual information form, annual or interim financial statement and related Management’s Discussion and Analysis, material change report (excluding confidential material change reports), business acquisition report, information circular, press releases containing financial information for financial periods more recent than the most recent annual or interim financial statements, or disclosure document filed pursuant to an undertaking to a Canadian securities regulatory authority filed by us with any securities commission or similar regulatory authority in Canada subsequent to the date of this Prospectus Supplement and prior to the termination of this distribution shall be deemed to be incorporated by reference into this Prospectus Supplement, as well as any other document so filed by us which expressly states it is to be incorporated by reference into this Prospectus Supplement. These documents will be available on SEDAR, which can be accessed at www.sedar.com. In addition, any report on Form 6-K or Form 40-F and any other documents filed with or furnished by us to the SEC pursuant to the Exchange Act, after the date of this Prospectus Supplement, shall be deemed to be incorporated by reference into this Prospectus Supplement, the Prospectus and the registration statement on Form F-10 of which the Prospectus forms a part, if and to the extent expressly provided in such report. Our periodic reports on Form 6-K and our annual reports on Form 40-F are available at the SEC’s website at www.sec.gov.

Any statement contained in the Prospectus, this Prospectus Supplement or in a document incorporated or deemed to be incorporated by reference in the Prospectus or this Prospectus Supplement for the purposes of this distribution shall be deemed to be modified or superseded, for the purposes of the Prospectus and this Prospectus Supplement, to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not constitute a part of the Prospectus or this Prospectus Supplement, except as so modified or superseded.

RECENT DEVELOPMENTS

On September 28, 2009, the Company announced that it had entered into two purchase and sale agreements for the sale of various overriding royalties (“ ORR ”) to two parties. Total proceeds of the transactions will be approximately $54.5 million with an option for an additional $47.5 million, providing Compton with total potential proceeds of $102.0 million which will be used to reduce the Company’s bank debt.

The transactions include the sale of a 2.5% ORR with an option to purchase an additional 2.5% ORR by December 24, 2009. Assuming the full exercise of the option, the ORR will represent 5% of the gross production

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revenue on the Company’s existing land base less certain transportation costs and marketing fees, calculated on a monthly basis. Substantially all of Compton’s current proved, probable and possible assets are included in this ORR.

In total, assuming the full exercise of the option, the transactions represent approximately 1,170 boe/d of production based on second quarter 2009 results. These transactions combined with the proceeds from the Unit Offering are expected to reduce total debt by approximately $263.4 million. Should the option not be exercised, proceeds available to reduce debt are $215.9 million related to 635 boe/d of production. The ORR transactions are anticipated to close in October 2009.

TERMS OF THE COMMON SHARE PURCHASE WARRANTS

The Warrants are governed by a warrant indenture (the “ Warrant Indenture ”) entered into by us and Computershare Trust Company of Canada on October 5, 2009, as trustee for the holders of the Warrants. The following is a summary of the material attributes and characteristics of the Warrants. This summary does not, however, include a description of all of the terms of the Warrants, and reference should be made to the Warrant Indenture for a complete description of the terms of the Warrants.

Under the Unit Offering, 138,000,000 Warrants will be issued. Each Warrant entitles the holder to purchase one Warrant Share upon payment of $1.55, subject to adjustment, at any time until 5:00 p.m. (Calgary time) on October 5, 2011.

No U.S. Person (as that term is defined by Regulation S under the U.S. Securities Act) or person holding Warrants for the benefit of or for the account of a U.S. Person will be permitted to exercise Warrants during any period of time prior to the expiration date of the Warrants during which a registration statement under the U.S. Securities Act, relating to the Warrant Shares underlying the Warrants is not effective. As a condition to closing the Unit Offering, we have agreed to use reasonable efforts to maintain the registration statement on Form F-10 (File No. 333-162017) relating to the Prospectus accompanying this Prospectus Supplement, or another registration statement relating to the Common Shares underlying the Warrants, effective until the earlier of the expiration date of the Warrants and the date on which no Warrants remain outstanding. During any such period any holder of Warrants may give notice to the Company of their desire to exercise the Warrants at which time the Company will, at its sole discretion, either (i) redeem the Warrants held by them for a redemption price equal to the difference between the current market price (as applicable) per Common Share and the exercise price, multiplied by the number of Warrant Shares otherwise issuable upon the exercise of the Warrants or (ii) permit the cashless exercise of the Warrants and issue such number of Warrant Shares calculated pursuant to the provisions of the Warrant Indenture, provided that such Warrant Shares shall not be subject to any transfer restrictions in the United States or Canada. Nothing in the Warrant Indenture shall prevent the amalgamation, arrangement, merger or sale of the Company, including any take-over bid, and any associated delisting or deregistration or ceasing to be a reporting issuer, provided that, so long as the Warrants are still outstanding and represent a right to acquire securities of the acquiring company, the acquiring company shall assume the Company’s obligations under the Warrant Indenture. If no such registration statement is effective, the Company will notify the Warrant Trustee in accordance with the provisions of the Warrant Indenture.

Holders of Warrants will not have any voting rights or any other rights which a holder of Common Shares would have (including, without limitation, the right to receive notice of or to attend meetings of shareholders or any right to receive dividends or other distributions). Holders of Warrants will have no pre-emptive rights to acquire our securities. If all of the Warrants were exercised, we would be required to issue 138,000,000 Common Shares (subject to adjustment in certain circumstances).

USE OF PROCEEDS

From time to time, when Warrants are exercised, we will receive proceeds equal to the aggregate exercise price of such Warrants. Assuming that all of the Warrants are exercised prior to the expiry time and that no

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adjustment based on the anti-dilution provisions contained in the Warrant Indenture has taken place, the net proceeds to us will be approximately $213,900,000. The net proceeds from the exercise of Warrants will be used to repay indebtedness and for general corporate purposes. The Company may invest funds which the Company does not immediately use. Such investments may include short-term marketable investment grade securities. The Company may, from time to time, issue securities (including debt securities) other than pursuant to the Prospectus.

CONSOLIDATED CAPITALIZATION

Other than the Unit Offering, there have been no material changes in our share and loan capital on a consolidated basis from June 30, 2009 to the date of this Prospectus Supplement. After giving effect to the Unit Offering, our shareholders’ equity increased by the amount of the net proceeds of the Unit Offering and the issued and outstanding Common Shares increased by 138,000,000 Common Shares. The following table sets forth the consolidated capitalization of the Company as at June 30, 2009, both before and after giving effect to the Unit Offering, and assuming the Warrants are exercised in full:


Designation	As at June 30, 2009 before giving effect to the Unit Offering			As at June 30, 2009 after giving effect to the Unit Offering and the repayment of bank debt			As at June 30, 2009 after giving effect to the Unit Offering, and assuming the full exercise of the Warrants and repayment of bank debt
Bank Debt	$	342,060,981		$	180,710,981			—	⁽¹⁾
Senior Term Notes	$	523,125,000		$	523,125,000		$	523,125,000
Adjusted Working Capital ⁽²⁾	$	(4,141,762	)	$	(4,141,762	)	$	(37,330,781	)

Total Net Debt	$	861,044,219		$	699,694,219		$	485,794,219

Shareholders Equity ⁽³⁾	$	838,072,764		$	999,422,764		$	1,213,322,764

Total Capitalization	$	1,699,116,983		$	1,699,116,983		$	1,699,116,983

Common Shares		125,573,451			263,573,451			401,573,451
Warrants		—			138,000,000			—

(1)	Assumes the net proceeds of the full exercise of the Warrants of approximately $213,900,000 are used to pay down the Company’s bank debt and the excess is for general corporate purposes.

(2)	Adjusted working capital (surplus) deficiency excludes risk management items, related future income taxes and bank debt.

(3)	At June 30, 2009, the Company had retained earnings of $566,437,206, Common Shares outstanding in the amount of $237,349,199 and contributed surplus of $34,286,359.

PLAN OF DISTRIBUTION

This Prospectus Supplement relates to the issuance of: (i) up to 138,000,000 of our Common Shares, issuable from time to time, on the exercise of up to 138,000,000 Warrants issued by us on October 5, 2009 pursuant to the Unit Offering described below and (ii) such indeterminate number of additional Common Shares that may be issuable by reason of the anti-dilution provisions contained in the Warrant Indenture governing the Warrants.

Each Warrant entitles the holder to purchase one of our Common Shares upon payment of $1.55, subject to adjustment, at any time until 5:00 p.m. (Calgary time) on October 5, 2011. The exercise price of the Warrants was determined by negotiation between us and the Unit Underwriters.

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On September 18, 2009, we filed a short form prospectus with the securities commissions in each of the Provinces of Canada except Quebec and a registration statement on Form F-10 (File No. 333-161851) with the SEC relating to the offering by us of the Units, each Unit consisting of one Common Share and one Warrant. The Unit Offering was completed on October 5, 2009. In connection with the Unit Offering, we entered into an underwriting agreement dated September 11, 2009 with the Unit Underwriters, pursuant to which we agreed to sell and the Unit Underwriters agreed to purchase from us up to 120,000,000 units at the price of $1.25 per Unit (with up to an additional 18,000,000 Units at $1.25 per Unit pursuant to the exercise of the Over-Allotment Option granted to the Unit Underwriters in connection with the Unit Offering). The Unit Underwriters exercised the Over-Allotment Option in full at closing.

On September 24, 2009, we filed the accompanying Prospectus with the Alberta Securities Commission and a corresponding registration statement on Form F-10 (File No. 333-162017) with the SEC relating to the offering by the Company from time to time during the 25 months that the Prospectus, including amendments thereto, remains valid of up to 138,000,000 of Common Shares (the “ Base Shelf Registration Statement ”). The Base Shelf Registration Statement became effective on September 25, 2009.

This Prospectus Supplement, together with the Base Shelf Registration Statement, registers the offering of the securities to which it relates under the U.S. Securities Act, in accordance with the multi-jurisdictional disclosure system adopted by the SEC and the securities commission or similar regulatory authority in each of the provinces of Canada. Other than the province of Alberta, this Prospectus Supplement does not qualify the distribution of the Common Shares in any province of Canada.

Holders of Warrants resident in the United States who acquire Common Shares pursuant to the exercise of Warrants in accordance with their terms and under the accompanying Prospectus and this Prospectus Supplement may have a right of action against us for any misrepresentation in the accompanying Prospectus and this Prospectus Supplement. However, the existence and enforceability of such a right of action is not without doubt. By contrast, holders of Warrants resident in Canada (including Alberta) who may acquire Common Shares pursuant to the exercise of Warrants in accordance with their terms and who will be deemed to acquire such Common Shares under applicable Canadian prospectus exemptions, will not have any such right of action.

The Common Shares to which this Prospectus Supplement relates will be sold directly by us to holders of Warrants on the exercise of such Warrants. No underwriters, dealers or agents will be involved in these sales.

United States Securities Law Compliance

No U.S. Person or person holding Warrants on behalf or for the account of a U.S. Person may exercise the Warrants during any period of time when a registration statement covering such Common Shares is not effective. See “Terms of Common Share Purchase Warrants”.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Stikeman Elliott LLP, counsel to the Company, the following is, as of the date of this Prospectus Supplement, a summary of the principal Canadian federal income tax considerations under the Tax Act generally applicable to a holder of Common Shares and Warrants acquired under the Unit Offering, including Common Shares issuable upon exercise of the Warrants. This summary applies to a holder who either: (i) at all relevant times for purposes of the Tax Act, is or is deemed to be resident in Canada, deals at arm’s length with and is not affiliated with the Company or the Unit Underwriters and acquires and holds the Common Shares and Warrants as capital property (a “ Resident Holder ”); or (ii) at all relevant times for purposes of the Tax Act, is not resident or deemed to be resident in Canada, deals at arm’s length with and is not affiliated with the Company or the Unit Underwriters, acquires and holds the Common Shares and Warrants as capital property and does not use or hold the Common Shares or Warrants in the course of carrying on, or otherwise in connection with, a business in Canada or as “designated insurance property” (within the meaning of the Tax Act) (a “ Non-Resident Holder ”).

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Generally, the Common Shares and Warrants will be considered to be capital property to a holder thereof provided the holder does not use or hold the Common Shares or Warrants in the course of carrying on a business and such holder has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade. Certain Resident Holders may, in certain circumstances, make an irrevocable election under subsection 39(4) of the Tax Act to have their Common Shares, and every other “Canadian security” (as defined in the Tax Act) owned by such Resident Holder in the taxation year of the election and in all subsequent years deemed to be capital property. Subsection 39(4) does not apply to deem the Warrants to be capital property. Resident Holders should consult their own tax advisors for advice as to whether an election under subsection 39(4) is available and/or advisable in their particular circumstances.

This summary is not applicable to: (i) a holder of Units that is a “financial institution” (as defined in the Tax Act for the purposes of the mark-to-market rules) or a “specified financial institution”; (ii) a holder of Units, an interest in which is a “tax shelter investment” for the purposes of the Tax Act; (iii) a Non-Resident Holder who is a non-resident insurer carrying on an insurance business in Canada and elsewhere; (iv) an “authorized foreign bank” (as defined in the Tax Act); or (v) a holder of units that has made a functional currency reporting election under the Tax Act. Such holders should consult their own tax advisors with respect to an investment in Units.

This summary is based upon the current provisions of the Tax Act and the regulations thereunder (the “ Regulations ”) in force as of the date hereof, all specific proposals (the “ Proposed Amendments ”) to amend the Tax Act or the Regulations that have been publicly announced by, or on behalf of, the Minister of Finance (Canada) prior to the date hereof and counsel’s understanding of the current published administrative and assessing practices of the Canada Revenue Agency (the “ CRA ”). No assurance can be given that the Proposed Amendments will be enacted in their current proposed form, if at all.

This summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations and is not intended to be, nor should it be construed to be, legal or tax advice to any particular holder. Holders should consult their own tax advisors with respect to their particular circumstances.

Exercise of Warrants

No gain or loss will be realized by a holder upon the exercise of a Warrant to acquire a Warrant Share. When a Warrant is exercised, the holder’s cost of the Warrant Share acquired thereby will be the aggregate of the holder’s adjusted cost base of such Warrant and the exercise price paid for the Warrant Share. The holder’s adjusted cost base of the Warrant Share so acquired will be determined by averaging such cost with the adjusted cost base to the holder of all Common Shares owned by the holder immediately prior to such acquisition.

Taxation of Resident Holders

Disposition and Expiry of Warrants

A disposition or deemed disposition by a holder of a Warrant (other than upon the exercise thereof) will generally give rise to a capital gain (or capital loss) equal to the amount by which the proceeds of disposition, net of any reasonable costs of disposition, are greater (or less) than such holder’s adjusted cost base of the Warrant. In the event of the expiry of an unexercised Warrant, the holder will realize a capital loss equal to the holder’s adjusted cost base of such Warrant. The tax treatment of capital gains and capital losses is discussed in greater detail below under the subheading “ Capital Gains and Losses ”.

Dividends

Dividends received or deemed to be received on the Common Shares will be included in computing the holder’s income. In the case of an individual, such dividends will be subject to the gross-up and dividend tax credit rules normally applicable in respect of taxable dividends received from taxable Canadian corporations (as

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defined in the Tax Act). An enhanced dividend tax credit will be available to individuals in respect of “eligible dividends” designated by the Company to the holder. Dividends received by a corporation on the Common Shares must be included in computing its income but generally will be deductible in computing its taxable income.

Private corporations (as defined in the Tax Act) and certain other corporations controlled by or for the benefit of an individual (other than a trust) or related group of individuals (other than trusts) generally will be liable to pay a 33 ¹ / 3 % refundable tax under Part IV of the Tax Act on dividends to the extent such dividends are deductible in computing taxable income. This refundable tax generally will be refunded to a corporate holder at the rate of $1 for every $3 of taxable dividends paid while it is a private corporation.

Disposition of Common Shares

A disposition or deemed disposition of Common Shares by a holder (other than to the Company) will generally give rise to a capital gain (or capital loss) equal to the amount by which the proceeds of disposition, net of any reasonable costs of disposition, are greater (or less) than such holder’s adjusted cost base of the Common Shares. The tax treatment of capital gains and capital losses is discussed in greater detail below under the subheading “ Capital Gains and Losses ”.

Capital Gains and Capital Losses

One-half of any capital gain will be included in income as a taxable capital gain and one-half of a capital loss may normally be deducted as an allowable capital loss against taxable capital gains realized in the year of disposition. Any unused allowable capital losses may be applied to reduce net taxable capital gains realized in the three preceding taxation years or any subsequent taxation year, subject to the provisions of the Tax Act in that regard.

The amount of any capital loss realized on the disposition or deemed disposition of Common Shares by a holder that is a corporation may be reduced by the amount of dividends received or deemed to have been received by it on such shares or shares substituted for such shares to the extent and in the circumstance prescribed by the Tax Act. Similar rules may apply where a holder that is a corporation is a member of a partnership or beneficiary of a trust that owns such shares or that is itself a member of a partnership or a beneficiary of a trust that owns shares.

A holder that is throughout the relevant taxation year a “Canadian-controlled private corporation” (as defined in the Tax Act) also may be liable to pay an additional refundable tax of 6 2/3% on its “aggregate investment income” for the year which will include an amount in respect of taxable capital gains. This tax generally will be refunded to a corporate holder at the rate of $1 for every $3 of taxable dividends paid, subject to the amount of the corporate holder’s refundable dividend tax on hand account, while it is a private corporation.

Alternative Minimum Tax

In general terms, a holder that is an individual or a trust, other than a specified trust, that receives or is deemed to receive taxable dividends on the Common Shares or realizes a capital gain on the disposition or deemed disposition of Common Shares or Warrants may realize an increase in the holder’s liability for alternative minimum tax.

Canadian Taxation of Non-Resident Holders

Dividends

Dividends paid or credited or deemed to be paid or credited to a Non-Resident Holder by the Company are subject to Canadian withholding tax at the rate of 25% unless reduced by the terms of an applicable tax treaty.

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Under the Canada-United States Income Tax Convention (1980) (the “ Treaty ”), the rate of withholding tax on dividends paid or credited to a Non-Resident Holder who is a resident of the United States for purposes of the Treaty and entitled to the benefits of the Treaty (a “ U.S. Holder ”) is generally limited to 15% of the gross amount of the dividend.

Exercise of Warrants

Dispositions

A Non-Resident Holder generally will not be subject to tax under the Tax Act in respect of a capital gain realized on the disposition or deemed disposition of a Common Share or a Warrant, nor will capital losses arising therefrom be recognized under the Tax Act, unless the Common Share or Warrant constitutes “taxable Canadian property” to the Non-Resident Holder for purposes of the Tax Act, and the gain is not exempt from tax pursuant to the terms of an applicable tax treaty.

Provided the Common Shares are listed on the TSX at the time of disposition, the Common Shares and Warrants generally will not constitute taxable Canadian property of a Non-Resident Holder unless, at any time during the 60 month period immediately preceding the disposition, the Non-Resident Holder, persons with whom the Non-Resident Holder did not deal at arm’s length, or the Non-Resident Holder together with all such persons, owned 25% or more of the issued Common Shares or any other class of shares of the Company.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a general summary of certain material anticipated U.S. federal income tax consequences to a U.S. Holder, as defined below, of the ownership and disposition of Common Shares in the Company that were acquired pursuant to this Offering, including Common Shares issuable upon exercise of the Warrants. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “ Code ”), Treasury regulations promulgated under the Code (“ Treasury Regulations ”), administrative pronouncements or practices, judicial decisions, and the Income Tax Convention between the U.S. and Canada, all as of the date hereof. Future legislative, judicial, or administrative modifications, revocations, or interpretations, which may or may not be retroactive, may result in U.S. federal income tax consequences significantly different from those discussed herein. This discussion is not binding on the U.S. Internal Revenue Service (the “ IRS ”). No ruling has been or will be sought or obtained from the IRS with respect to any of the U.S. federal tax consequences discussed herein. There can be no assurance that the IRS will not challenge any of the conclusions described herein or that a U.S. court will not sustain such a challenge.

This discussion does not address the U.S. federal income tax consequences to U.S. Holders subject to special rules, including U.S. Holders that (i) are banks, financial institutions, or insurance companies, (ii) are regulated investment companies or real estate investment trusts, (iii) are brokers, dealers, or traders in securities or currencies, (iv) are tax-exempt organizations, (v) hold Common Shares as part of hedges, straddles, constructive sales, conversion transactions, or other integrated investments, (vi) acquire Common Shares as compensation for services or through the exercise or cancellation of employee stock options or warrants, (vii) have a functional currency other than the U.S. dollar, (viii) own or have owned directly, indirectly, or constructively 10% or more of the voting power of the Company, or (ix) are subject to the alternative minimum tax. In addition, this discussion does not address any U.S. federal estate, gift, or other non-income tax, or any state, local, or non-U.S. tax consequences of the ownership and disposition of Common Shares.

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As used herein, “U.S. Holder” means a beneficial owner of Common Shares that is (i) an individual that is a citizen or resident of the U.S. for U.S. federal income tax purposes, (ii) a corporation (or other entity taxable as a corporation for U.S. federal tax purposes) created or organized under the laws of the U.S., any U.S. state or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source, or (iv) a trust that (a) is subject to the primary jurisdiction of a court within the U.S. and for which one or more U.S. persons have authority to control all substantial decisions or (b) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

If a pass-through entity, including a partnership or other entity taxable as a partnership for U.S. federal tax purposes, holds Common Shares, the U.S. federal income tax treatment of an owner or partner generally will depend on the status of such owner or partner and on the activities of the pass-through entity. A U.S. person that is an owner or partner of a pass-through entity holding Common Shares is urged to consult its own tax advisor.

This discussion assumes that Common Shares are held as capital assets (generally, property held for investment), within the meaning of the Code, in the hands of a U.S. Holder at all relevant times.

A U.S. HOLDER OF COMMON SHARES IS URGED TO CONSULT ITS OWN TAX ADVISOR REGARDING THE APPLICATION OF U.S. FEDERAL TAX LAWS TO ITS PARTICULAR SITUATION AND ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL, NON-U.S., OR OTHER TAXING JURISDICTION.

U.S. Federal Income Tax Consequences of Exercise of Warrants

A U.S. Holder’s tax basis in the Common Share received by such U.S. Holder upon the exercise of a Warrant will be an amount equal to the sum of the U.S. Holder’s initial investment in the Warrant (i.e., the U.S. Holder’s purchase price for the Warrant) and the exercise price. The U.S. Holder’s holding period for the Common Shares received upon exercise of the Warrant will begin on the date following the date of exercise (or possibly the date of exercise) of the Warrant and will not include the period during which the U.S. Holder held the Warrant.

U.S. Federal Income Tax Consequences of the Ownership and Disposition of Common Shares

Distributions on Common Shares

Subject to the discussion under “Passive Foreign Investment Company (PFIC) Considerations” below, the gross amount of any distribution paid by the Company will generally be subject to U.S. federal income tax as dividend income to the extent paid out of the Company’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Such amount will be includable in gross income by a U.S. Holder as ordinary income on the date such U.S. Holder actually or constructively receives the distribution. Dividends paid by the Company will not be eligible for the dividends received deduction generally allowed to corporations.

Subject to applicable exceptions with respect to short-term and hedged positions, certain dividends received by non-corporate U.S. Holders prior to January 1, 2011 from a “qualified foreign corporation” may be eligible for reduced rates of taxation (“qualified dividends”). A qualified foreign corporation includes a foreign corporation that is eligible for the benefits of a comprehensive income tax treaty with the United States that the U.S. Treasury Department determines to be satisfactory for these purposes and that includes an exchange of information provision. The U.S. Treasury has determined that the Income Tax Convention between the U.S. and Canada meets these requirements, and the Company believes it is eligible for the benefits of the Income Tax Convention between the U.S. and Canada. Dividends received by U.S. investors from a foreign corporation that was a PFIC in either the taxable year of the distribution or the preceding taxable year will not constitute qualified dividends. As discussed below in “Passive Foreign Investment Company (PFIC) Considerations,” the Company does not believe it was a PFIC in 2008 or that it will be a PFIC in 2009. Accordingly, dividends paid on the Common Shares are expected to constitute qualified dividends.

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Dividends received by a U.S. Holder with respect to Common Shares will constitute foreign source income, which may be relevant in calculating the holder’s foreign tax credit limitation. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends paid by the Company with respect to the Common Shares will, depending on a U.S. Holder’s circumstances, be “passive category” or “general category” income.

Subject to certain limitations, any Canadian tax withheld with respect to distributions made on the Common Shares may be treated as foreign taxes eligible for credit against a U.S. Holder’s U.S. federal income tax liability. Alternatively, a U.S. Holder may, subject to applicable limitations, elect to deduct the otherwise creditable Canadian withholding taxes for U.S. federal income tax purposes. The rules governing the foreign tax credit are complex and their application depends on each taxpayer’s particular circumstances. Accordingly, U.S. Holders are urged to consult their own tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

To the extent that a distribution exceeds the amount of the Company’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles, it will be treated first as a tax-free return of capital, causing a reduction in the U.S. Holder’s adjusted basis in the Common Shares held by such U.S. Holder (thereby increasing the amount of gain, or decreasing the amount of loss, to be recognized by such U.S. Holder upon a subsequent disposition of the Common Shares), with any amount that exceeds the adjusted basis being taxed as a capital gain recognized on a sale or exchange (as discussed under “Sale, Exchange or Other Disposition of Common Shares” below). However, the Company does not intend to maintain calculations of earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder should therefore assume that any distribution by the Company with respect to the Common Shares will constitute ordinary dividend income.

The gross amount of distributions paid in any foreign currency will be included by each U.S. Holder in gross income in a U.S. dollar amount calculated by reference to the exchange rate in effect on the day the distributions are paid, regardless of whether the payment is in fact converted into U.S. dollars. If the foreign currency is converted into U.S. dollars on the date of the payment, the U.S. Holder should not be required to recognize any foreign currency gain or loss with respect to the receipt of the foreign currency distributions. If instead the foreign currency is converted at a later date, any currency gains or losses resulting from the conversion of the foreign currency will be treated as U.S. source ordinary income or loss.

Sale, Exchange, or Other Taxable Disposition of Common Shares

Subject to the discussion below under “Passive Foreign Investment Company (PFIC) Considerations,” a U.S. Holder generally will recognize U.S. source capital gain or loss on the sale, exchange or other disposition of Common Shares in an amount equal to the difference between the amount realized on the disposition and the U.S. Holder’s adjusted tax basis in the Common Shares. Such gain or loss generally will be long-term capital gain or loss if the U.S. Holder held the Common Shares for more than one year at the time of the sale, exchange or other disposition. Preferential tax rates may apply to long-term capital gains or losses of a U.S. Holder that is an individual, trust or estate. The deductibility of capital losses is subject to significant limitations.

If a U.S. Holder receives any foreign currency on the sale of Common Shares, such U.S. Holder may recognize ordinary income or loss as a result of currency fluctuations between the date of the sale of Common Shares and the date the sale proceeds are converted into U.S. dollars.

Passive Foreign Investment Company (PFIC) Considerations

Special and generally unfavorable U.S. federal income tax rules may apply to a U.S. Holder if its holding period in its Common Shares includes any period during a taxable year of the Company in which the Company is a passive foreign investment company (a “PFIC”). A non-U.S. corporation is classified as a PFIC for each

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taxable year in which (a) 75% or more of its income is passive income (as defined for U.S. federal income tax purposes) or (b) on average for such taxable year, 50% or more (by value) of its assets either produce or are held for the production of passive income. In addition, if a corporation is classified as a PFIC for any taxable year during which a U.S. Holder has held shares of such corporation, such corporation may continue to be classified as a PFIC for any subsequent taxable year in which the U.S. Holder continues to hold the shares even if the corporation’s income and costs are no longer passive in nature in that subsequent taxable year. For purposes of the PFIC provisions, passive income generally includes dividends, interest, royalties, rents (other than rents and royalties derived in the active conduct of a trade or business and not derived from a related person), certain net gains from the sales of commodities, annuities and gains from assets that produce passive income. However, passive income excludes gains from transactions in commodities from the definition of passive income if (i) the gains arise from the sale of the commodity in the active conduct of a commodities business by a non-U.S. corporation and (ii) substantially all of the non-U.S. corporation’s commodities are comprised of stock in trade or inventory; real property and depreciable property used in its trade or business; or supplies of a type normally consumed in the course of its business. In determining whether or not it is classified as a PFIC, a non-U.S. corporation is required to take into account its pro rata portion of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest.

The Company does not believe it was a PFIC for its taxable year ending December 31, 2008 and does not expect to be classified as a PFIC for its current taxable year ending December 31, 2009, or in the foreseeable future. However, there can be no assurance regarding the PFIC classification of the Company in 2009 and subsequent taxable years, because PFIC classification is fundamentally factual in nature, is determined annually, and generally cannot be determined until the close of the taxable year in question.

If the Company were classified as a PFIC for any taxable year during which a U.S. Holder holds Common Shares, such U.S. Holder would be subject to increased tax liability (possibly including an interest charge) upon the sale or other disposition of the Common Shares or upon the receipt of certain distributions treated as “excess distributions,” unless such holder elects to be taxed currently (as discussed below) on its pro rata portion of the Company’s income, regardless of whether such income was actually distributed. An excess distribution generally would be any distribution to a U.S. Holder with respect to Common Shares during a single taxable year that is greater than 125% of the average annual distributions received by such U.S. Holder with respect to Common Shares during the three preceding taxable years or, if shorter, during such U.S. Holder’s holding period for the Common Shares.

In general, U.S. persons that hold shares of a PFIC may be able to make either a “mark-to-market” election or “qualified electing fund” (“ QEF ”) election to mitigate certain of the adverse tax consequences of holding shares in a PFIC. The “mark-to-market” election (to include gain or loss on the Common Shares as ordinary income under a mark-to-market method of accounting) is available to a U.S. person holding shares in a PFIC only if such shares constitute “marketable stock” for purposes of the PFIC rules. The Company believes the Common Shares are marketable stock and that so long as they are regularly traded on the TSX or NYSE, a U.S. Holder should be able to make a mark-to-market election with respect to the Common Shares if the Company is classified as a PFIC. The QEF election will not be available to U.S. Holders if the Company does not provide the information necessary to make such an election. It is not expected that a U.S. Holder will be able to make a QEF election because the Company does not intend to provide U.S. Holders with the information necessary to make a QEF election.

If the Company were a PFIC, a U.S. Holder would be required to file IRS Form 8621 for each year in which the U.S. Holder held Common Shares in which the U.S. Holder recognized a gain or received a distribution from the Company.

Each U.S. Holder is urged to consult its own tax advisor regarding the Company’s PFIC classification, the consequences to such U.S. Holder of the Company’s PFIC classification, and the availability and the consequences of making a mark-to-market or QEF election.

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U.S. Information Reporting and Backup Withholding Tax

Under U.S. federal income tax law and regulations, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. Penalties for failure to file certain of these information returns are substantial. U.S. Holders of the Common Shares should consult with their own tax advisors regarding the requirements of filing information returns.

Dividends and proceeds from the sale or other disposition of Common Shares that are paid in the United States or by a U.S.-related financial intermediary will be subject to U.S. information reporting rules, unless a U.S. Holder is a corporation or other exempt recipient. In addition, payments that are subject to information reporting may be subject to backup withholding (currently at a 28% rate) if a U.S. Holder does not provide its taxpayer identification number and otherwise comply with the backup withholding rules. Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules are available to be credited against a U.S. Holder’s U.S. federal income tax liability and may be refunded to the extent they exceed such liability, provided the required information is provided to the IRS in a timely manner.

LEGAL MATTERS

Certain Canadian legal matters relating to the offering of Common Shares issuable upon exercise of the Warrants will be passed upon on our behalf by Stikeman Elliott LLP. Certain United States legal matters relating to the offering of Common Shares issuable upon exercise of the Warrants will be passed upon on our behalf by Paul, Weiss, Rifkind, Wharton & Garrison LLP.

INTERESTS OF EXPERTS

As at the date of this Prospectus Supplement, the partners and associates of Stikeman Elliott LLP, as a group, beneficially own, directly or indirectly, less than 1% of any class of securities of the Company. In connection with the audit of the Company’s annual financial statements for the year ended December 31, 2008, Grant Thornton LLP confirmed that they are independent within the meaning of the Rules of Professional Conduct of Alberta of the Institute of Chartered Accountants of Alberta.

Reserve estimates contained in the AIF, and incorporated by reference into this prospectus, are based upon a report prepared by Netherland, Sewell & Associates, Inc. (“ Netherland Sewell ”) as at December 31, 2008. The principals of Netherland Sewell, as a group, own, directly or indirectly, less than 1% of any class of securities of the Company.

AUDITORS, TRANSFER AGENT AND REGISTRAR

Our auditors are Grant Thornton LLP, Chartered Accountants, Suite 900, 833 – 4 ^th Avenue S.W., Calgary, Alberta T2P 3T5. Grant Thornton LLP reports that they are independent of us in accordance with the Rules of Professional Conduct of the Institute of Chartered Accountants of Alberta and in accordance with the applicable rules and regulations of the SEC. Grant Thornton LLP is registered with the Public Company Accounting Oversight Board. The Consolidated Financial Statements have been audited by Grant Thornton LLP and are incorporated by reference herein in reliance on the authority of said firm as experts in auditing and accounting.

The Canadian registrar and transfer agent for our Common Shares and the warrant agent for our Warrants is Computershare Trust Company of Canada through its offices at 600, 530 – 8 ^th Avenue, Calgary, Alberta T2P 3S8. The U.S. registrar and transfer agent for our Common Shares is Computershare Trust Company, N.A., through its offices at 250 Royal Street, Canton, Massachusetts 02021.

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AUDITORS’ CONSENT

To: The Board of Directors of Compton Petroleum Corporation:

We have read the prospectus supplement (“ Prospectus Supplement ”) to the short form base shelf prospectus of Compton Petroleum Corporation (the “ Company ”) dated October 5, 2009 relating to the issuance of up to 138,000,000 Common Shares of the Company on the exercise of 138,000,000 common share purchase warrants of the Company. We have complied with Canadian generally accepted standards for an auditor’s involvement with offering documents.

We consent to the incorporation by reference in the above-mentioned Prospectus Supplement of our audit reports to the shareholders of the Company on the consolidated balance sheets of the Company as at December 31, 2008 and 2007 and the consolidated statements of earnings (loss) and other comprehensive income, retained earnings and cash flows for each of the years then ended, dated March 20, 2009.

(Signed) Grant Thornton LLP

Chartered Accountants

Calgary, Canada

October 5, 2009

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LOGO

COMPTON PETROLEUM CORPORATION

138,000,000

Common Shares

Compton Petroleum Corporation (“ Compton ”, “ we ”, “ us ” or the “ Company ”) may from time to time offer and issue up to 138,000,000 common shares in the capital of the Company (“ Common Shares ”) during the 25-month period that this short form base shelf prospectus (the “ Prospectus ”), including any amendments hereto, remains valid (the “ Offering ”). The distribution of Common Shares may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, or at prices related to such prevailing market prices to be negotiated with purchasers and as set forth in an accompanying prospectus supplement (a “ Prospectus Supplement ”).

This Prospectus qualifies Common Shares, including common shares issuable on exercise of the common share purchase warrants (the “ Warrants ”) issued under the unit offering of the Corporation conducted pursuant to a short form prospectus of the Corporation dated September 18, 2009 as further described herein under “Recent Developments – Unit Offering” (including under the over-allotment option granted in connection therewith) (the “ Unit Offering ”). The specific terms of any offering of Common Shares will be set out in the applicable Prospectus Supplement, including the currency in which the Common Shares will be issued and any other specific terms. A Prospectus Supplement may include specific terms pertaining to the Common Shares that are not within the alternatives and parameters described in this Prospectus.

All shelf information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the securities to which the Prospectus Supplement pertains.

The issued and outstanding Common Shares are listed on the Toronto Stock Exchange (the “ TSX ”) under the symbol “CMT” and on the New York Stock Exchange (“ NYSE ”) under the symbol “CMZ”. The TSX has conditionally approved the listing on the TSX of the Warrants issued as part of the Unit Offering under the symbol “CMT.WT”, and the listing of the additional Common Shares issuable pursuant to the Unit Offering, including on exercise of the Warrants, subject to the Company fulfilling all of the listing requirements by December 10, 2009. The NYSE has approved, subject to official notice of issuance, the listing of the additional Common Shares issued as part of the Unit Offering, including on exercise of the Warrants. Listing is subject to the Company fulfilling all the listing requirements of the TSX and NYSE, respectively.

Compton’s head office is located at 500 Bankers Court, 850 – 2nd Street S.W., Calgary, Alberta T2P 0R8 and its registered office is located at 4300 Bankers Hall West, 888 – 3rd Street S.W., Calgary, Alberta T2P 5C5.

This Offering is made by a Canadian issuer that is permitted, under the multi-jurisdictional disclosure system adopted in the United States, to prepare this Prospectus in accordance with Canadian disclosure requirements. Prospective investors should be aware that such requirements are different from those of the United States. Financial statements included or incorporated herein by reference have been prepared in accordance with generally accepted accounting principles which are in effect from time to time in Canada (“Canadian GAAP”), and are subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies.

Prospective investors should be aware that the acquisition of the securities described herein may have tax consequences both in the United States and in Canada. Such consequences for investors who are resident in, or citizens of, the United States may not be described fully herein or in any applicable Prospectus Supplement.

The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Corporation is incorporated and organized under the laws of Canada, that some or all of its officers and directors are residents of Canada, that some or all of the experts named in the registration statement are residents of Canada and that all or a substantial portion of the assets of the Corporation and said persons are located outside the United States.

Investing in the Common Shares involves a high degree of risk. You should carefully read “Risk Factors’ beginning on page 11 and of the applicable Prospectus Supplement.

TABLE OF CONTENTS


		Page
FORWARD-LOOKING INFORMATION		3
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES		5
PRESENTATION OF OIL AND GAS RESERVES AND PRODUCTION INFORMATION		5
CURRENCY AND EXCHANGE RATE INFORMATION		6
DOCUMENTS INCORPORATED BY REFERENCE		6
ABOUT THIS PROSPECTUS		8
THE COMPANY		8
RECENT DEVELOPMENTS		8
USE OF PROCEEDS		9
CONSOLIDATED CAPITALIZATION		10
PLAN OF DISTRIBUTION		10
RISK FACTORS		11
DESCRIPTION OF SECURITIES		15
LEGAL MATTERS		17
INTEREST OF EXPERTS		17
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT		17
WHERE YOU CAN FIND MORE INFORMATION		18

FORWARD-LOOKING INFORMATION

This Prospectus (and any Prospectus Supplement) and the documents incorporated by reference herein and therein include “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and the United States Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) . Forward-looking information and statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by them. Sentences and phrases containing words such as “believe”, “estimate”, “anticipate”, “plan”, “predict”, “outlook”, “goals”, “targets”, “projects”, “may”, “hope”, “can”, “will”, “shall”, “should”, “expect”, “intend”, “is designed to”, “continues”, “with the intent”, “potential”, “strategy”, and the negative of any of these words, or variations of them, or comparable terminology that does not relate strictly to current or historical facts, are all indicative of forward-looking information or statements. Discussions containing forward-looking statements may be found, among other places, in “The Company” and “Recent Developments” sections herein and in the “General Development of the Business”, “Description of the Business” and “Risk Factors” sections of our Annual Information Form (as defined herein) and other documents incorporated by reference herein. Examples of forward-looking information and statements in this short form prospectus and the Annual Information Form and the other documents incorporated by reference herein include, but are not limited to:

•

the use of proceeds from the Unit Offering;

•

the focus of capital expenditures;

•

the sale, farming in, farming out or development of certain exploration properties using third party resources;

•

the impact of changes in oil and natural gas prices on cash flow after hedging;

•

drilling plans;

•

the existence, operation and strategy of the commodity price risk management program;

•

the approximate and maximum amount of forward sales and hedging to be employed;

•

Compton’s growth strategy, the criteria to be considered in connection therewith and the benefits to be derived therefrom;

•

the impact of Canadian federal and provincial governmental regulation on Compton relative to other oil and gas issuers of similar size;

•

the goal to sustain or grow production and reserves through prudent management and acquisitions;

•

the emergence of accretive growth opportunities; and

•

Compton’s ability to benefit from the combination of growth opportunities and the ability to grow through the capital markets.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, levels of activity, performance, or achievements. Actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below and elsewhere in this Prospectus (and any Prospectus Supplement) and the documents incorporated by reference herein and therein and they include, but are not limited to:

•

general economic conditions in Canada, the United States and globally;

•

industry conditions, including volatility in market prices for oil and natural gas;

•

royalties payable in respect of Compton’s oil and natural gas production;

•

governmental regulation of the oil and gas industry, including environmental regulation;

•

fluctuation in foreign exchange or interest rates;

•

unanticipated operating events which can reduce production or cause production to be shut in or delayed or operating costs to increase;

•

failure to obtain industry partner and other third party consents and approvals, when required;

•

stock market volatility and market valuations; and

•

the need to obtain required approvals from regulatory authorities.

Statements relating to “reserves” or “resources” are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the resources and reserves described can be profitably produced in the future. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements contained in this Prospectus (and any Prospectus Supplement) and the documents incorporated by reference herein: (a) were made as of the dates stated therein and have not been updated except as modified or superseded by a subsequently filed document that is also incorporated by reference in this Prospectus; (b) represent our views as of the date of such documents and should not be relied upon as representing our views as of any subsequent date; and (c) are expressly qualified by this cautionary statement. While we anticipate that subsequent events and developments may cause our views to change, we specifically disclaim any intention or obligation to update forward-looking information and statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws. Except as required by law, Compton has no obligation to update or revise any forward-looking information or forward-looking statement, whether as a result of new information, future events or otherwise.

Forward-looking information and statements contained in this Prospectus (and any Prospectus Supplement) and the documents incorporated herein (and therein) by reference about prospective results of operations, financial position or cash flows that are based upon assumptions about future economic conditions and courses of action are presented for the purpose of assisting our securityholders in understanding management’s current views regarding those future outcomes, and may not be appropriate for other purposes.

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

We are a corporation existing under the laws of Canada. A majority of our assets are located outside of the United States and most of our directors and officers and some of the experts named in this Prospectus are residents of Canada or otherwise reside outside of the United States, and all or a substantial portion of their assets are located outside of the United States. As a result, it may be difficult for United States investors to effect service of process within the United States upon those directors, officers or experts who are not residents of the United States, or to realize in the United States upon judgments of courts of the United States predicated upon civil liability of such directors, officers or experts under United States federal securities laws. We have been advised by Stikeman Elliott LLP, our Canadian counsel, that a judgment of a United States court predicated solely upon civil liability under such laws would probably be enforceable in Canada if the United States court in which the judgment was obtained had a basis for jurisdiction in the matter that was recognized by a Canadian court for such purposes. We have also been advised by such counsel, however, that there is substantial doubt whether an action could be brought in Canada in the first instance on the basis of liability predicated solely upon such laws.

We have filed with the SEC, concurrently with the registration statement on Form F-10 relating to the Offering, an appointment of agent for service of process on Form F-X. Under the Form F-X, we appointed CT Corporation System as our agent for service of process in the United States in connection with any investigation or administrative proceeding conducted by the SEC and any civil suit or action brought against or involving us in a United States court arising out of or related to or concerning the Offering.

PRESENTATION OF OIL AND GAS RESERVES AND PRODUCTION INFORMATION

Under rules currently in effect, the SEC generally permits oil and gas companies, in their filings with the SEC, to disclose only proved reserves after the deduction of royalties and interests of others which are those reserves that a company has demonstrated by actual production or conclusive formation tests to be economically producible under existing economic and operating conditions. The securities regulatory authorities in Canada have adopted National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (“ NI 51-101 ”), which imposes oil and gas disclosure standards for Canadian public issuers engaged in oil and gas activities. NI 51-101 permits oil and gas issuers, in their filings with Canadian securities regulators, to disclose not only proved reserves but also probable reserves, possible reserves and contingent resources, and to disclose reserves and production on a gross basis before deducting royalties. Probable reserves, possible reserves and contingent resources are of a higher risk and are less likely to be accurately estimated or recovered than proved reserves. Because we are permitted to disclose reserves in accordance with Canadian disclosure requirements, we have disclosed in the documents incorporated by reference into the Prospectus reserves designated as “probable

reserves”, “possible reserves” and “contingent resources”. If required to be prepared in accordance with U.S. disclosure requirements currently in effect, the SEC’s guidelines would prohibit reserves in these categories from being included. Moreover, as permitted by NI 51-101, we have determined and disclosed the net present value of future net revenue from our reserves using forecast prices and costs. The SEC does not permit the disclosure of the net present value of future net revenue from reserves based on forecast prices and costs and generally requires that prices and costs be held constant at levels in effect, under rules currently in effect, at the date of the reserve report. Additional information prepared in accordance with United States Statement of Financial Accounting Standards No. 69 “Disclosures About Oil and Gas Producing Activities” relating to our oil and gas reserves is set forth in the disclosure of our oil and gas producing activities prepared in accordance with SFAS No. 69 – “Disclosure about Oil and Gas Producing Activities”, which is incorporated into the Prospectus by reference. The SEC has adopted revisions to its oil and gas reporting rules that, effective as of January 1, 2010, among other things will modify the standards to establish proved reserves and permit disclosure of probable and possible reserves under certain circumstances. However, it is likely that significant differences will remain between the reserve categories and reserve reporting generally under Canadian and U.S. securities laws and rules. Unless otherwise stated, all of the reserves information contained in the documents incorporated by reference into the Prospectus (and any Prospectus Supplement), have been calculated and reported in accordance with NI 51-101.

CURRENCY AND EXCHANGE RATE INFORMATION

All references to “$”, “Cdn$” and “dollars” in this Prospectus (and any Prospectus Supplement), refer to Canadian dollars, unless otherwise stated. References to “US$” in this Prospectus (and any Prospectus Supplement), refer to United States dollars. The following table sets forth, for each of the years indicated, the year-end noon exchange rate, the average noon exchange rate and the high and low noon exchange rates of one Canadian dollar in exchange for U.S. dollars using information provided by the Bank of Canada.


	Year Ended December 31,				12 Months Ended June 30,
	2008		2007		2009		2008
High	$	1.0289	$	1.0908	$	0.9984	$	1.0905
Low	$	0.7711	$	0.8437	$	0.7692	$	0.9298
Average	$	0.9441	$	0.9376	$	0.8579	$	0.9897
Year-End	$	0.8166	$	1.0120	$	0.8602	$	0.9817

The noon exchange rate on September 23, 2009, using information provided by the Bank of Canada for the conversion of Canadian dollars into United States dollars, was $1.00 equals US$0.9325.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents filed with the securities regulatory authorities in each of the provinces of Canada are specifically incorporated by reference in this Prospectus:

(a)

our Annual Information Form dated March 23, 2009 (the “ Annual Information Form ”) for the year ended December 31, 2008;

(b)

our Management Proxy Circular dated March 23, 2009 in connection with the Annual and Special Meeting of Shareholders held on May 11, 2009;

(c)

(d)

our Management’s Discussion and Analysis of the financial condition and results of operations of Compton as at and for the year ended December 31, 2008;

(e)

our unaudited interim comparative consolidated financial statements as at June 30, 2009 and for the three and six month periods ended June 30, 2009 and 2008, and the notes thereto;

(f)

our Management’s Discussion and Analysis of financial condition and results of operations as at and for the three and six month periods ended June 30, 2009; and

(g)

our Material Change Report dated January 16, 2009 relating to the appointment of the President and Chief Executive Officer.

Any annual information form, annual or interim financial statement and related Management’s Discussion and Analysis, material change report (excluding confidential material change reports), business acquisition report, information circular, press releases containing financial information for financial periods more recent than the most recent annual or interim financial statements, all Prospectus Supplements or disclosure document filed pursuant to an undertaking to a Canadian securities regulatory authority filed by us with any securities commission or similar regulatory authority in Canada subsequent to the date of this Prospectus and prior to the termination of this Offering shall be deemed to be incorporated by reference into this Prospectus, as well as any other document so filed by us which expressly states it is to be incorporated by reference into this Prospectus. These documents will be available on SEDAR, which can be accessed at www.sedar.com. In addition, any report on Form 6-K or Form 40-F and any other documents filed with or furnished by us to the SEC pursuant to the Exchange Act, after the date of this Prospectus, shall be deemed to be incorporated by reference into this Prospectus and the registration statement on Form F-10 of which this Prospectus forms a part, if and to the extent expressly provided in such report. Our periodic reports on Form 6-K and our annual reports on Form 40-F are available at the SEC’s website at www.sec.gov.

Any statement contained herein, or in any document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded, for the purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not constitute a part of this Prospectus, except as so modified or superseded.

Upon a new annual information form and the related annual financial statements and accompanying Management’s Discussion and Analysis being filed by the Company with and, where required, accepted by the applicable securities regulatory authorities during the term of this Prospectus, the previous annual information form, the previous annual financial statements and accompanying Management’s Discussion and Analysis, all interim financial statements and accompanying Management’s Discussion and Analysis and material change reports filed by the Company prior to the commencement of the financial year of the Company in which the new annual information form and the related annual financial statements and accompanying Management’s Discussion and Analysis are filed shall be deemed no longer to be incorporated by reference into this Prospectus for purposes of future offers and sales of Common Shares hereunder. Upon interim financial statements and the accompanying Management’s Discussion and Analysis being filed by the Company with the applicable securities regulatory authorities during the term of this Prospectus, all interim financial statements and accompanying Management’s Discussion and Analysis filed prior to the new interim consolidated financial statements shall be deemed no longer to be incorporated into this Prospectus for purposes of future offers and sales of Securities hereunder.

The Company will provide without charge to each person to whom this Prospectus is delivered, including any beneficial owner, upon written or oral request of such person, a copy of any or all of the documents incorporated herein by reference (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference in such documents). Requests should be directed to Compton Petroleum Corporation, Suite 500, Bankers Court, 850 – 2 ^nd Street S.W., Calgary, Alberta, Canada, T2P 0R8, Attention: Corporate Secretary, telephone number (403) 237-9400.

Prospective investors should rely only on the information contained in or incorporated by reference in this Prospectus or any applicable Prospectus Supplement and on the other information included in the registration statement of which this Prospectus forms a part. The Company has not authorized anyone to provide prospective investors with different or additional information. The Company is not making an offer of these Common Shares in any jurisdiction where the offer is not permitted by law. Prospective investors should not assume that the information contained in or incorporated by reference in this Prospectus or any applicable Prospectus Supplement is accurate as of any date other than the date on the front of the applicable Prospectus Supplement.

ABOUT THIS PROSPECTUS

Unless otherwise indicated, all financial information included and incorporated by reference in this Prospectus or included in any Prospectus Supplement is determined using Canadian GAAP. For a discussion of the principal differences between the Company’s financial results as calculated under Canadian GAAP and US GAAP, prospective investors should refer to Note 22 of Compton’s Consolidated Financial Statements entitled “United States accounting principles and reporting”.

A Prospectus Supplement containing the specific terms of an offering of Common Shares will be delivered to purchasers of such Common Shares together with this Prospectus and will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement solely for the purposes of the offering of the Common Shares offered thereunder.

THE COMPANY

Compton is an Alberta based independent public company actively engaged in the exploration, development, and production of natural gas, natural gas liquids, and crude oil in the Western Canada Sedimentary Basin in Canada. Compton commenced operations in 1993 with $1 million of share capital, a small dedicated technical team, and a large seismic database. The objective was to build a company through internal, full-cycle exploration, complemented by strategic acquisitions. Compton’s goal was to create a company capable of long-term sustained growth with a primary focus on natural gas. Compton’s focus and strategy have remained unchanged since inception.

Further particulars with respect to our business operations and ownership restrictions are contained under the headings “General Development of the Business” and “Description of the Business” in the Annual Information Form and in the other documents incorporated herein by reference.

RECENT DEVELOPMENTS

Credit Facilities

In early July 2009, we reached an agreement with the lenders under our $353 million credit facility to renew the facility to July 2010. We also secured a $30 million working capital facility. The credit facilities are subject to a redetermination of the borrowing base on July 2 and December 31 of each year.

Compton is taking a multi-faceted, staged approach to its previously announced recapitalization, which is intended to support the needs of all stakeholders. Compton’s recapitalization approach is considering the potential utilization of a number of alternatives to reduce Compton’s debt level, including the issuance of new capital and/or equity, the conversion of debt to equity, the sale of gross overriding royalty interests on properties, the sale of assets, and/or mergers or acquisitions.

Unit Offering

On September 18, 2009, we filed a short form prospectus with the securities commissions in all of the provinces of Canada except Quebec and we filed an amended registration statement on Form F-10 (File No. 333- 161851) with the SEC relating to an offering by us of units (the “ Units ”). Each Unit consists of one Common Share and one Warrant. Each Warrant will entitle the holder to purchase one Common Share at an exercise price of $1.55 per Common Share at any time up to 5:00 p.m. (Calgary time) on the date which is 24 months from the closing date of the Unit Offering (the “ Warrant Expiry Time ”). The Common Shares and Warrants comprising the Units will separate immediately upon the closing of the Unit Offering, which is expected to be completed on or about September 25, 2009.

In connection with the Unit Offering we have entered into an agreement (the “ Underwriting Agreement ”) dated September 11, 2009 with Canaccord Capital Corporation, BMO Nesbit Burns Inc., FirstEnergy Capital Corp., Scotia Capital Inc., TD Securities Inc. and Salman Partners Inc. (the “ Unit Underwriters ”), pursuant to which we have agreed to sell and the Unit Underwriters have agreed to purchase (subject to the terms of the Underwriting Agreement) on September 25, 2009 the Units at a price of $1.25 per Unit (the “ Offering Price ”), payable in cash to us against delivery. The obligations of the Unit Underwriters in the Unit Offering under the Underwriting Agreement may be terminated at their discretion on the basis of their assessment of the state of the financial markets and may also be terminated upon the occurrence of certain stated events.

Pursuant to the Underwriting Agreement, we have agreed to pay to the Unit Underwriters in the Unit Offering a commission equal to 6% of the gross proceeds from the issue and sale of the Units and to reimburse the Unit Underwriters for expenses for various services rendered to us in connection with this offering. We have also granted the Unit Underwriters in the Unit Offering an over-allotment option (the “ Over-Allotment Option ”) under the Underwriting Agreement, which was exercised in full by the Underwriters, to purchase at the Offering Price an additional 18 million Units at the price of $1.25 per Unit solely to cover over-allotments, if any, and for market stabilization purposes. As the Unit Underwriters in the Unit Offering have exercised the Over-Allotment Option in full, the total price to public will be $172,500,000, the total Unit Underwriters fee will be $10,350,000 and the total net proceeds to the Company under the Unit Offering (excluding expenses of the Unit Offering) will be $162,150,000.

It is a condition of the closing of the Unit Offering that the registration statement of which this Prospectus forms a part be declared effective by the SEC and that we have filed with the SEC a registration statement registering the Common Shares issuable from time to time on the exercise of the Warrants.

USE OF PROCEEDS

Unless otherwise indicated in a Prospectus Supplement relating to a particular offering of Common Shares, the Company intends to use the net proceeds from the sale of Common Shares to repay indebtedness and for general corporate purposes. The Company may invest funds which the Company does not immediately use. Such investments may include short-term marketable investment grade securities. The Company may, from time to time, issue securities (including debt securities) other than pursuant to this Prospectus.

CONSOLIDATED CAPITALIZATION

There have been no material changes in our share and loan capital on a consolidated basis from June 30, 2009 to the date of this Prospectus. After giving effect to the Unit Offering, our shareholders’ equity will increase by the amount of the net proceeds of the Unit Offering and the issued and outstanding Common Shares will increase by 138,000,000 Common Shares. The following table sets forth the consolidated capitalization of the Company as at June 30, 2009, both before and after giving effect to the Unit Offering:


Designation	As at June 30, 2009 before giving effect to the Unit Offering			As at June 30, 2009 after giving effect to the Unit Offering (including the Over-Allotment Option) and the repayment of bank debt
Bank Debt ⁽¹⁾	$	342,060,981		$	180,710,981
Senior Term Notes	$	523,125,000		$	523,125,000
Adjusted Working Capital ⁽²⁾	$	(4,141,762	)	$	(4,141,762	)

Total Net Debt	$	861,044,219		$	699,694,219

Shareholders Equity ⁽³⁾	$	838,072,764		$	999,422,764

Total Capitalization	$	1,699,116,983		$	1,699,116,983

Common Shares		125,573,451			263,573,451
Warrants		—			138,000,000

(1)	The net proceeds of the Unit Offering of approximately $161,350,000 (including the Over-Allotment Option) will initially be used to pay down the Company’s bank debt.

(2)	Adjusted working capital (surplus) deficiency excludes risk management items, related future income taxes and bank debt.

(3)	At June 30, 2009, the Company had retained earnings of $566,437,206, Common Shares outstanding in the amount of $237,349,199 and contributed surplus of $34,286,359.

In the event of the full exercise of the Warrants, our shareholders’ equity will increase by an additional $213,900,000 and the number of issued and outstanding Common Shares will increase by an additional 138,000,000 Common Shares.

PLAN OF DISTRIBUTION

The Company may sell Common Shares to or through underwriters or dealers and also may sell Common Shares directly to purchasers or through agents. The distribution of Common Shares may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, or at prices related to such prevailing market prices to be negotiated with purchasers and as set forth in an accompanying prospectus supplement. In connection with the sale of Common Shares, underwriters may receive compensation from the Company or from purchasers of Common Shares for whom they may act as agents in the form of discounts, concessions or commissions. Underwriters, dealers and agents that participate in the distribution of Common Shares may be deemed to be underwriters and any discounts or commissions received by them from the Company and any profit on the resale of Common Shares by them may be deemed to be underwriting discounts and commissions under applicable securities legislation.

If so indicated in the applicable Prospectus Supplement, the Company may authorize dealers or other persons acting as the Company’s agents to solicit offers by certain institutions to purchase the Common Shares

directly from the Company pursuant to contracts providing for payment and delivery on a future date. These contracts will be subject only to the conditions set forth in the applicable prospectus supplement or supplements, which will also set forth the commission payable for solicitation of these contracts.

This Prospectus qualifies Common Shares, including Common Shares issuable on exercise of the Warrants issued under the Unit Offering. The specific terms of any offering of Common Shares will be described in the applicable Prospectus Supplement. The Prospectus Supplement relating to any offering of Common Shares will set forth the terms of the offering of the Common Shares, including, to the extent applicable, the initial offering price, the proceeds to the Company, the underwriting discounts or commissions, the currency in which the Common Shares may be issued and any other discounts or concessions to be allowed or reallowed to dealers. Any underwriters involved with respect to any offering of Common Shares sold to or through underwriters will be named in the prospectus supplement relating to such offering.

Holders of Warrants resident in the United States who acquire Common Shares pursuant to the exercise of Warrants in accordance with their terms and under this Prospectus and any applicable Prospectus Supplement may have a right of action against the Company for any misrepresentation in this Prospectus or any applicable Prospectus Supplement. However, the existence and enforceability of such a right of action is not without doubt. By contrast, holders of Warrants resident in Canada who may acquire Common Shares pursuant to the exercise of Warrants in accordance with their terms and who will be deemed to acquire such Common Shares under applicable Canadian prospectus exemptions, will not have any such right of action.

The Company has agreed with the Unit Underwriters under the Unit Offering to use its reasonable efforts to maintain an effective registration statement providing for the registration of the Common Shares issuable on the exercise of the Warrants until the earlier of the expiration date of the Warrants and the date upon which all such Warrants have been exercised.

Under agreements which may be entered into by the Company, underwriters, dealers and agents who participate in the distribution of Common Shares may be entitled to indemnification by the Company against certain liabilities, including liabilities under applicable securities legislation. The underwriters, dealers and agents with whom the Company enters into agreements may be customers of, engage in transactions with or perform services for the Company in the ordinary course of business.

RISK FACTORS

An investment in the Common Shares involves certain risks. Before making an investment decision, you should carefully consider the following risks, as well as all of the other information in this Prospectus and in the documents incorporated herein by reference (including subsequently filed documents incorporated by reference and those described in a Prospectus Supplement relating to a specific offering of Common Shares) including the risk factors found in the Annual Information Form (particularly pages 16 – 22 thereof) and the Annual Management’s Discussion and Analysis (particularly pages 14 – 15 thereof). See “Documents Incorporated by Reference” in this Prospectus. If any of those risks actually occur, our business, financial condition, results of operations, cash flows and prospects could be harmed. Such risks and uncertainties are not the only ones we face. Additional risks and uncertainties, including those of which we are currently unaware or that are deemed immaterial, may also adversely affect our business, financial condition, results of operations, cash flows and prospects.

Risks and Other Considerations Related to Our Business and this Offering

Current Global Financial Condition

Current global financial conditions have been characterized by increased volatility and several financial institutions have either gone into bankruptcy or have had to be rescued by governmental authorities. Access to public financing and bank credit has been negatively impacted by both the rapid decline in value of sub-prime

mortgages and the liquidity crisis affecting the asset-backed commercial paper market. These and other factors may affect our ability to obtain equity or debt financing in the future on favourable terms. Additionally, these factors, as well as other related factors, may cause decreases in our asset values that may be other than temporary, which may result in impairment losses. If such increased levels of volatility and market turmoil continue, or if more extensive disruptions of the global financial markets occur, our operations could be adversely impacted and the trading price of our Common Shares may be adversely affected.

Additional Funding Requirements

Compton’s ongoing activities may not generate sufficient cash flow from operations to fund future exploration, development, or acquisition programs. The Company may require additional funding and there can be no assurance that debt or equity financing will be available or sufficient to meet these requirements or that it will be on acceptable terms. Continued uncertainty in domestic and international credit markets compounds the risk of obtaining debt financing. Failure to obtain such financing on a timely basis could cause Compton to forfeit interests in certain properties, miss certain acquisition opportunities, and reduce or terminate operations. This may result in the Company not being able to replace its reserves or maintain production, which will have an adverse effect on its financial position. Failure to obtain additional funding may also result in the Company failing to meet financial obligations as they come due or may result in the acceleration of the Company’s debt.

Liquidity Risk

Liquidity risk is the risk that we are not able to meet our financial obligations as they fall due. Our $353 million term credit facility and our $30 million working capital facility (together, our “ Credit Facilities ”) come due in July 2010 unless renewed by that time. The lenders under our Credit Facilities will reassess our borrowing base on December 31, 2009 and again on May 31, 2010, which may in the interim reduce the amount that we may borrow under our Credit Facilities. As at December 31, 2008 we had $290.0 million ($342.1 million at June 30, 2009 and $330.9 million at September 23, 2009) outstanding under our Credit Facilities. In addition, both our Credit Facilities and the note indenture governing our US$450 million of 7.625% senior notes due 2013 (the “ Note Indenture ”) limit the extent to which we can incur other debt and require us to meet a fixed charge coverage ratio test and an adjusted consolidated net tangible assets (“ ACNTA ”) test. At each quarter end, the fixed charge coverage ratio must exceed a 2.5 to 1 threshold and the value calculated under the ACNTA test must exceed borrowings under the Credit Facilities. Failure to meet the fixed charge coverage ratio restricts us from incurring new debt. The value determined under the ACNTA test limits borrowings under the Credit Facilities to the ACNTA calculated value. At December 31, 2008 and June 30, 2009, the calculation of the fixed charge coverage test resulted in ratios of 5.35 to 1 and 3.72 to 1, respectively. The calculation of the ACNTA would have restricted borrowings under the Credit Facilities to $383.3 million at December 31, 2008 and $391.3 million at June 30, 2009 and September 23, 2009. Any reduction in our ability to access credit under our Credit Facilities, or requirement to pay amounts outstanding under the Note Indenture before its stated maturity date may result in the Company not being able to meet its financial obligations as they come due.

Volatility of Prices, Markets, and Marketing Production

Oil and gas prices have historically been extremely volatile. Factors which contribute to oil and gas price fluctuations include global demand, domestic and foreign supplies of oil and gas, the price of foreign oil and gas imports, decisions of the Organization of Petroleum Exporting Countries relating to export quotas, domestic and foreign governmental regulations, political conditions in producing regions, global and domestic economic conditions, the price and availability of alternative fuels, including liquefied natural gas, and weather conditions.

Our financial condition is substantially dependent on, and highly sensitive to, oil and gas commodity prices. Any material decline in prices could result in a material reduction of our operating results, revenue, reserves, and overall value. Lower commodity prices could change the economics of production from some wells. As a result, we could elect not to drill, develop, or produce from certain wells. In addition, we are impacted by the differential between prices paid by refiners for light quality oil and the grades of oil produced by us.

Current market conditions are particularly challenging with the global recession negatively impacting commodity prices as well as access to credit and capital markets. These conditions impact our customers and suppliers and may alter our spending and operating plans. There may be unexpected business impacts from this market uncertainty.

Under Canadian GAAP, oil and gas assets are reviewed quarterly to determine if the carrying value of the assets exceeds their expected future cash flows. A sustained period of low commodity prices may reduce expected future cash flows and require a write down to the fair value of our oil and gas properties, thereby adversely affecting operating results.

Any future and sustained period of weakness in oil and gas prices would also have an adverse effect on our capacity to borrow funds. Our secured credit facilities are based upon the lenders’ estimate of the value of Compton’s proved reserves, which determines the borrowing amount. A reduction in the quantity or value of reserves may also obligate us to make additional payments under our processing agreement with Mazeppa Processing Partnership.

Any decline in our ability to market production could have a material adverse effect on production levels or on the sale price received for production. Our ability to market the oil and gas from our wells depends on numerous factors beyond our control, including the availability and capacity of gas gathering systems, pipelines and processing facilities, and their proximity to the wells. We will be impacted by Canadian federal and provincial, as well as U.S. federal and state, energy policies, taxes, regulation of oil and gas production, processing, and transportation, as well as Canadian federal regulation of oil and gas sold or transported outside of the province of Alberta.

Need to Replace Reserves

Our future success depends upon our ability to find, develop, or acquire additional oil and gas reserves that are economically recoverable. Without successful exploration, development, exploitation, or acquisition activities, our reserves will deplete and, as a consequence, either production or the average life of reserves will decline. If future production declines to the extent that cash flow becomes insufficient to fund capital expenditures, and external sources of capital become limited or unavailable, our ability to make the necessary capital expenditures to maintain and expand our oil and gas reserves will be impaired. We cannot guarantee that we will be able to find and develop or acquire additional reserves at an acceptable cost.

Management will continue to evaluate prospects on an ongoing basis in a manner consistent with industry standards and past practices. The long-term commercial success of the Company depends on our ability to find, acquire, develop, and commercially produce oil and gas reserves. No assurance can be given that we will be able to locate satisfactory properties for acquisition or participation. Moreover, if such acquisitions or participations are identified, we may determine that current markets, terms of acquisition and participation, or pricing conditions make such acquisitions or participations uneconomic.

Our strategies to minimize this inherent risk include focusing on selected core areas in Western Canada with high working interests and assuming operatorship of key facilities. We utilize a team of highly qualified professionals with expertise and experience in these areas. We assess strategic acquisitions to complement existing activities while striving for a balance between exploration and lower risk development and exploitation prospects.

Uncertainty of Reserve Estimates

Estimates of oil and gas reserves and the future net cash flow therefrom, involve a great deal of uncertainty because they depend upon the reliability of available geologic and engineering data, which is inherently imprecise. Geologic and engineering data are used to determine the probability that an oil and gas reservoir exists at a particular location and whether oil and gas are recoverable from the reservoir. The probability of the existence and recoverability of reserves is less than 100% and actual recoveries of proved reserves may be materially different from estimates.

Estimates of oil and gas reserves require numerous assumptions relating to operating conditions and economic factors, including future oil and gas prices, recovery costs, the availability of enhanced recovery techniques, the ability to market production, and governmental and other regulatory factors, such as taxes, royalty rates, and environmental laws. A change in one or more of these factors could result in known quantities of oil and gas previously estimated as proved reserves becoming unrecoverable. Each of these factors also impact recovery costs and production rates, and therefore, will reduce the present value of future net cash flows from estimated reserves.

In addition, estimates of reserves, and future net cash flows expected therefrom, that are prepared by different independent engineers or by the same engineers at different times, may vary substantially.

Exploration, Development, and Production Risks

There are many operating risks and hazards inherent in exploring for, producing, processing, and transporting oil and gas. Drilling operations may encounter unexpected formations or pressures that could cause damage to equipment or personal injury and fires, explosions, blowouts, oil spills, or other accidents may occur. Additionally, we could experience interruptions to or the termination of drilling, production, processing, and transportation activities due to bad weather, natural disasters, delays in obtaining governmental approvals or consents, insufficient storage or transportation capacity, or other geological and mechanical conditions. Any of these events resulting in a shutdown or slowdown of operations will adversely affect our business. While close well supervision and effective maintenance operations can contribute to maximizing production rates over time, production delays and declines from normal field operating conditions cannot be eliminated and can be expected to adversely affect revenue and cash flow levels to varying degrees.

Drilling activities, including completions, are subject to the risk that no commercially productive reservoirs will be encountered and we will not recover all or any portion of its investment. The cost of drilling, completing, and operating wells is often uncertain due to drilling in unknown formations, the costs associated with encountering various drilling conditions, such as over pressured zones, and changes in drilling plans and locations as a result of prior exploratory wells or additional seismic data and interpretations thereof.

Market Price of the Common Shares

While we have received conditional listing approval to list the Common Shares issued pursuant to the Unit Offering on the TSX and the NYSE has approved, subject to official notice of issuance, the listing of the Common Shares issued pursuant to the Unit Offering on the NYSE, there can be no assurance that an active market price for the Common Shares will be sustained after the Unit Offering. The price of our securities is also likely to be significantly affected by short-term changes in commodity prices and currency exchange fluctuation. Factors such as fluctuations in our operating results, the result of any public announcements made by us, and general market conditions can also have an adverse effect on the market price of our securities, including the Common Shares offered hereby. The trading price of our Common Shares has been and may continue to be subject to large fluctuations, which may result in losses to investors. The high and low closing sale prices of our Common Shares on the TSX were $18.92 and $10.65 in 2006; $13.19 and $7.40 in 2007; and $13.20 and $0.88 in 2008, respectively. The high and low closing sale prices of our Common Shares on the NYSE were US$16.65 and US$9.12 in 2006; US$12.16 and US$7.70 in 2007; and US$12.94 and US$0.68 in 2008, respectively.

Potential Dilution

Our Articles of Incorporation (our “ Articles ”) allow us to issue an unlimited number of Common Shares. Upon the completion of the Unit Offering and assuming no stock options are exercised during such period, a total of 138,000,000 Common Shares will have been issued and upon the completion of the Offering up to 138,000,000 additional Common Shares will have been issued since the date of this Prospectus. We continually evaluate acquisition opportunities and recapitalization transactions, and although we are not currently party to any definitive agreements in respect of such transactions, we may engage in transactions that result in the issuance of additional Common Shares, which issuances may be dilutive. Other issuances of additional Common Shares may also result in dilution to the holders of the Common Shares.

DESCRIPTION OF SECURITIES

Our authorized share capital consists of an unlimited number of Common Shares without nominal or par value, of which, at September 23, 2009, 125,573,451 Common Shares were outstanding as fully paid and non-assessable shares. We are also authorized to issue an unlimited number of preferred shares without nominal or par value (the “ Preferred Shares ”), issuable in series (none of which are outstanding). In addition, as of September 23, 2009, there were stock options outstanding to acquire 8,656,901 Common Shares pursuant to our stock option plan, and there were restricted share units outstanding entitling the holders thereof to receive aggregate cash payments equal to $2,255,251 pursuant to our restricted share unit plan. The following is a summary of the material provisions attaching to these classes of shares.

Description of Share Capital

Common Shares

The Common Shares have attached to them the following rights, privileges, restrictions and conditions: (i) except for meetings at which only holders of another specified class or series of shares of Compton are entitled to vote separately as a class or series, each holder of a Common Share is entitled to receive notice of, to attend and to vote at all meetings of the shareholders of Compton; (ii) subject to the rights, privileges, restrictions and conditions attached to any Preferred Shares, the holders of Common Shares are entitled to receive dividends if, and when, declared by the directors of Compton; and (iii) subject to the rights, privileges, restrictions and conditions attached to any other class of shares of Compton, the holders of Common Shares are entitled to share equally in the remaining property of Compton upon liquidation, dissolution or winding-up of Compton.

Preferred Shares

The Preferred Shares may be issued in one or more series, and the directors are authorized to fix the number of shares in each series and to determine the designation, rights, privileges, restrictions, and conditions attached to the shares of each series. Holders of Preferred Shares do not hold voting rights. The Preferred Shares are entitled to a priority over the Common Shares with respect to the payment of dividends and the distribution of assets upon the liquidation, dissolution, or winding-up of Compton.

Warrants

The Warrants will be issued under the Warrant Indenture to be entered into between the Company and the Warrant Agent as of the closing date of the Unit Offering. Each Warrant will be transferable and will entitle the holder (each, a “ Warrantholder ”) to purchase one Warrant Share at a price of $1.55 at any time up to 5:00 p.m. (Calgary time) on the date which is 24 months from the date of issuance of the Warrants, after which time the Warrants will expire. The Company will appoint the principal transfer offices of the Warrant Agent in Calgary, Alberta and Toronto, Ontario as locations at which the Warrants may be surrendered for exercise, transfer or exchange. Under the Warrant Indenture, the Company may from time to time, subject to applicable law, purchase, by invitation for tender, in the open market, by private contract on any stock exchange or otherwise, any of the Warrants then outstanding, and any Warrants so purchased will be cancelled.

The Warrant Indenture will provide for adjustment in the number of Warrant Shares issuable upon the exercise of the Warrants and/or the exercise price per Warrant Share upon the occurrence of certain events, including:

(a)

the issuance of Common Shares or securities exchangeable for or convertible into Common Shares to all or substantially all of the holders of the Common Shares by way of a stock dividend or other distribution (other than a “dividend paid in the ordinary course”, as defined in the Warrant Indenture, or a distribution of Common Shares upon the exercise of any outstanding warrants or options);

(b)

the subdivision, re-division or change of the Common Shares into a greater number of shares;

(c)

the consolidation, reduction or combination of the Common Shares into a lesser number of shares;

(d)

the issuance to all or substantially all of the holders of the Common Shares of rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issuance, to subscribe for or purchase Common Shares, or securities exchangeable for or convertible into Common Shares, at a price per share to the holder (or at an exchange or conversion price per share) of less than 95% of the “current market price”, as defined in the Warrant Indenture, for the Common Shares on such record date; or

(e)

the issuance or distribution to all or substantially all of the holders of the Common Shares of securities of the Company including rights, options or warrants to acquire shares of any class or securities exchangeable or convertible into any such shares or property or assets and including evidences of indebtedness, or any property or other assets.

The Warrant Indenture will also provide for adjustment in the class and/or number of securities issuable upon the exercise of the Warrants and/or exercise price per security in the event of the following additional events:

(a)

reclassification, re-designation or other change of the Common Shares;

(b)

consolidations, amalgamations, arrangements or mergers of the Company with or into any other corporation or other entity (other than consolidations, amalgamations, arrangements or mergers which do not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares); or

(c)

the transfer, sale or conveyance of the undertaking or assets of the Company in their entirety or substantially in their entirety to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or other property.

No adjustment in the exercise price or the number of Warrant Shares issuable upon exercise of the Warrants will be required to be made unless the cumulative effect of such adjustment or adjustments would result in a change of at least 1% in the exercise price or a change in the number of Common Shares purchasable upon exercise by at least one one-hundredth of a Common Share, as the case may be.

The Company will covenant in the Warrant Indenture that, during the period in which the Warrants are exercisable, it will give notice to Warrantholders of certain stated events, including events that would result in an adjustment to the exercise price for the Warrants or the number of Warrant Shares issuable upon exercise of the Warrants, at least ten business days prior to the record date or effective date, as the case may be, of such event. With respect to any Warrants held, Warrantholders will not have any voting or pre emptive rights or any other rights which a holder of Warrant Shares would have.

The Warrant Indenture will provide that, from time to time, the Company and the Warrant Agent, without the consent of the Warrantholders, may amend or supplement the Warrant Indenture for certain purposes, including curing defects or inconsistencies or making any change that does not prejudice the rights of any Warrantholder. Any amendment or supplement to the Warrant Indenture that would prejudice the interests of the Warrantholders may only be made by “extraordinary resolution”, which will be defined in the Warrant Indenture as a resolution either (1) passed at a meeting of the Warrantholders at which there are Warrantholders present in person or represented by proxy representing at least 25% of the aggregate number of the then outstanding Warrants (unless such meeting is adjourned to a prescribed later date due to a lack of quorum, at which adjourned meeting the Warrantholders present in person or by proxy shall form a quorum) and passed by the affirmative vote of Warrantholders representing not less than 66 ² / 3 % of the aggregate number of all the then outstanding Warrants represented at the meeting and voted on the poll upon such resolution, or (2) adopted by an instrument in writing signed by the Warrantholders representing not less than 66 ² / 3 % of the aggregate number of all the then outstanding Warrants.

Warrants may be exercised upon surrender of the Warrant certificate on or before the Warrant Expiry Time at the principal office of the Warrant Agent, with the notice of exercise on the back of the Warrant certificate completed and executed as indicated, accompanied by payment of the exercise price for the number of Warrant Shares for which the Warrants are being exercised. As only one Warrant certificate will be issued in the book-based system to CDS, beneficial Warrantholders should contact the registered dealer or broker through which such Warrantholder purchased Units for instructions on how to exercise the Warrants held by them. There is no market through which the Warrants may be sold and purchasers may not be able to resell the Warrants comprising part of the Units that are purchased under the Unit Offering short form prospectus. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Warrants and the extent of issuer regulations.

The foregoing is a summary of the material provisions of the Warrant Indenture, but is not, and does not purport to be, a complete summary and is qualified in its entirety by reference to the provisions of the Warrant Indenture in the form to be agreed upon by the parties.

Shareholder Rights Plan

We have a shareholder rights plan (the “ Rights Plan ”) under the terms of a shareholder rights plan agreement dated as of June 3, 2009 between us and Computershare Trust Company of Canada, as rights agent. The Rights Plan is designed to encourage the fair treatment of shareholders in connection with a take-over bid for Compton. Rights issued under the Rights Plan become exercisable when a person, and any related parties, acquires or announces its intention to acquire 20% or more of the outstanding Common Shares without complying with certain provisions set out in the Rights Plan or without approval of the board of directors of Compton. Should such an acquisition or announcement occur, each rights holder, other than the acquiring person and related parties, will have the right to purchase one Common Share for each right held.

LEGAL MATTERS

Certain Canadian legal matters relating to this Offering will be passed upon on our behalf by Stikeman Elliott LLP. Certain United States legal matters relating to the Offering will be passed upon on our behalf by Paul, Weiss, Rifkind, Wharton & Garrison LLP.

INTEREST OF EXPERTS

As of the date of this Prospectus, the partners and associates of Stikeman Elliott LLP, as a group, owned, directly or indirectly, less than 1% of the outstanding Common Shares.

Reserve estimates contained in the AIF, and incorporated by reference into this Prospectus, are based upon a report prepared by Netherland, Sewell & Associates, Inc. (“ Netherland Sewell ”) as at December 31, 2008. As of the date of this Prospectus, the principals of Netherland Sewell, as a group, own, directly or indirectly, less than 1% of the outstanding Common Shares.

In connection with the audit of the Company’s Consolidated Financial Statements, Grant Thornton LLP confirmed that they are independent within the meaning of the Rules of Professional Conduct of Alberta of the Institute of Chartered Accountants of Alberta.

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

The following documents have been or will be filed with the SEC as part of the registration statement on Form F-10 of which this Prospectus forms a part: the documents referred to under “Documents Incorporated by Reference”; consent of Grant Thornton LLP; consent of Stikeman Elliott LLP; the form of Warrant Indenture; and powers of attorney from directors and officers of the Company.

WHERE YOU CAN FIND MORE INFORMATION

Information has been incorporated by reference in this Prospectus from documents filed with the securities commissions or similar authorities in Canada and with the SEC. Copies of this Prospectus and the documents incorporated herein by reference may be obtained on request without charge from our Corporate Secretary, Compton Petroleum Corporation at our registered office located at 4300 Bankers Hall West, 888 – 3rd Street S.W., Calgary, Alberta T2P 5C5 (Telephone: (403) 266 9046).

In addition to the continuous disclosure obligations under the securities laws of the provinces of Canada, we are subject to the information reporting requirements of the Exchange Act, and in accordance therewith file reports with, and furnish other information to, the SEC. Under a multi-jurisdictional disclosure system adopted by the United States and Canada, these reports and other information (including financial information) may be prepared in accordance with the disclosure requirements of Canada, which differ in certain respects from those in the United States. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required to publish financial statements as promptly as U.S. companies.

You may read any document we file with or furnish to the securities commissions and authorities of the provinces of Canada through SEDAR and any document we file with or furnish to the SEC at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Prospective investors may call the SEC at 1-800-SEC-0330 for further information regarding the public reference facilities. The SEC also maintains a website, at www.sec.gov, that contains reports and other information we file with the SEC.

We will file with the SEC under the U.S. Securities Act a registration statement on Form F-10 relating to the securities being offered hereunder and of which this Prospectus forms a part. This Prospectus does not contain all of the information set forth in such registration statement, certain items of which are contained in the exhibits to the registration statement as permitted or required by the rules and regulations of the SEC. Items of information omitted from this Prospectus but contained in the registration statement will be available on the SEC’s website at www.sec.gov.

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