TABLE OF CONTENTS

		Page
INTRODUCTORY INFORMATION			1
FORWARD LOOKING INFORMATION			1
CORPORATE STRUCTURE			4
GENERAL DEVELOPMENT OF THE BUSINESS			4
Key Events in 2007			5
Competitive Strengths and Operating Strategies			5
Our Industry			9
Our Principal Assets			9
The Project and Future Phases			10
The Long Lake Project			13
The OrCrude? Process			18
Marketing			19
Infrastructure			20
Project Development			20
Material Agreements Related to the Joint Venture			21
Royalties			27
Regulatory Approvals and Environmental Considerations			28
Insurance			30
RESERVES AND RESOURCES SUMMARY			31
DESCRIPTION OF CAPITAL STRUCTURE			33
CREDIT RATINGS			36
MARKET FOR SECURITIES			37
DIVIDENDS			37
DIRECTORS AND OFFICERS			37
CONFLICTS OF INTEREST			44
RISKS AND UNCERTAINTIES			45
MATERIAL CONTRACTS			58
LEGAL PROCEEDINGS AND REGULATORY ACTIONS			58
TRANSFER AGENTS AND REGISTRAR			58
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS			58
INTERESTS OF EXPERTS			58
ADDITIONAL INFORMATION			59
GLOSSARY			60

APPENDIX A		?		RESERVES DATA AND OTHER OIL AND GAS INFORMATION
APPENDIX B		?		REPORT ON RESERVES DATA BY INDEPENDENT QUALIFIED RESERVES EVALUATOR
APPENDIX C		?		REPORT OF MANAGEMENT ON RESERVES DATA AND OTHER INFORMATION
APPENDIX D		?		AUDIT COMMITTEE CHARTER

INTRODUCTORY INFORMATION

     Except as otherwise indicated or unless the context otherwise require the terms ?OPTI,? ?we,? ?our? and ?us,? refer to OPTI Canada Inc. Initially capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in the Glossary located on page 60.

     Unless otherwise indicated, all financial information included and incorporated by reference in this AIF is determined using Canadian generally accepted accounting principles (?Canadian GAAP?) which differs in some respects from generally accepted accounting principles in the United States.

     Unless otherwise specified, all dollar amounts are expressed in Canadian dollars, all references to ?dollars?? or ?$?? are to Canadian dollars and all references to ?US$?? are to United States dollars.

FORWARD LOOKING INFORMATION

     This AIF contains forward looking statements and forward looking information within the meaning of the U.S. federal securities laws and applicable Canadian securities laws. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those included in the forward looking statements and forward looking information. The words ?believe,? ?expect,? ?intend,? ?estimate,? ?anticipate,? ?project,? ?scheduled? and similar expressions, as well as future or conditional verbs such as ?will,? ?should,? ?would? and ?could? often identify forward looking statements and forward looking information. These statements and information are only predictions. Actual events or results may differ materially. In addition, this AIF may contain forward looking statements and forward looking information attributed to third party industry sources. Undue reliance should not be placed on these forward looking statements and forward looking information, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward looking statements and forward looking information involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward looking statements and forward looking information will not occur.

     Specific forward looking statements and forward looking information contained in this AIF include, among others, statements regarding:

	?		the expected cost to construct the Project;
	?		the timing of commencement of operations and the level of production achieved;
	?		the operation of our facilities, including the steam-to-oil ratio (?SOR?) of the SAGD Operation and the Premium Sweet Crude (?PSC??) yield of the Long Lake Upgrader;
	?		our estimated general financial performance in future periods;
	?		our reserve and resource estimates and our estimates of the present value of our future net cash flow;
	?		our expansion plans for our properties and our expected increases in revenues attributable to our expansions;
	?		the impact of governmental controls and regulations on our operations;
	?		our competitive advantages and ability to compete successfully; and
	?		our expectations regarding the development and production potential of our properties.

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     With respect to forward looking statements and forward looking information contained in this AIF, we have made assumptions regarding, among other things:

	?		future natural gas and crude oil prices;
	?		our ability to obtain qualified staff and equipment in a timely and cost-efficient manner to meet our demand;
	?		the regulatory framework representing royalties, taxes and environmental matters in which we conduct our business;
	?		our ability to market PSC? successfully to customers;
	?		the impact of increasing competition; and
	?		our ability to obtain financing on acceptable terms.

     Some of the risks that could affect our future results and could cause results to differ materially from those expressed in our forward looking statements and forward looking information include:

	?		the cost of constructing the Project and maintaining the Project construction schedule and planned start-up dates;
	?		difficulties encountered during the production of PSC?;
	?		costs associated with producing and upgrading bitumen;
	?		the impact of competition;
	?		the need to obtain required approvals and permits from regulatory authorities;
	?		liabilities as a result of accidental damage to the environment;
	?		compliance with and liabilities under environmental laws and regulations;
	?		the uncertainty of estimates by our independent consultants with respect to our bitumen and synthetic crude oil reserves and resources;
	?		the volatility of crude oil and natural gas prices and of the differential between heavy and light crude oil prices;
	?		changes in the foreign exchange rate among the Canadian and U.S. dollar;
	?		risks that our financial counterparties may not fulfill financial obligations to us;
	?		difficulties encountered in delivering PSC? to commercial markets;
	?		we may be unable to sufficiently protect our proprietary technology or may be the subject of technology infringement claims from third parties;
	?		general economic conditions in Canada and the United States,
	?		failure to obtain industry partner and other third party consents and approvals, when required;
	?		royalties payable in respect of our production;
	?		the impact of amendments to the Income Tax Act (Canada) on us;
	?		changes in or the introduction of new government regulations, in particular related to carbon dioxide (?CO2?), relating to our business; and
	?		the uncertainty of our ability to attract capital.

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     The information contained in this AIF, including the information provided under the heading ?Risks and Uncertainties?, identifies additional factors that could affect our operating results and performance. We urge you to carefully consider those factors and the other information contained in this AIF.

     Our forward looking statements and forward looking information are expressly qualified in their entirety by this cautionary statement. Our forward looking statements and forward looking information are only made as of the date of this AIF. We undertake no obligation to update these forward looking statements and forward looking information to reflect new information, subsequent events or otherwise, except as required by law.

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OPTI CANADA INC.
CORPORATE STRUCTURE

     OPTI Canada Inc. was incorporated under the laws of New Brunswick on January 15, 1999 and was continued under the Canada Business Corporations Act on May 30, 2002. On March 4, 2004, our articles were amended to create a class of preferred shares, issuable in a series and to increase the maximum size of the board of directors to fourteen persons. On March 5, 2004, our articles were amended to create the first series of preferred shares, being an unlimited number of Series A Convertible Preferred Shares (?Series A Shares?). On April 13, 2004, our articles were amended in connection with our initial public offering to effect a reorganization of capital whereby a class of shares designated as ?common shares? was created; all Class A Voting Common Shares, Class B Non-Voting Common Shares and Class C Voting Common Shares were changed into Common Shares on a one for one basis; and the Class A Voting Common Shares, Class B Non-Voting Common Shares and Class C Voting Common Shares were removed from our authorized share capital. Additionally on April 13, 2004, the restrictions on transfer were removed. On June 24, 2004, our articles were amended to create the second series of preferred shares, being an unlimited number of Series B Convertible Preferred Shares (?Series B Shares?) and on June 9, 2005, our articles were amended to create a third series of preferred shares, being an unlimited number of Series C Convertible Non-Voting Preferred Shares (?Series C Shares?). On May 10, 2006, our articles were amended to divide our issued and outstanding common shares on a two-for-one basis which took effect on June 1, 2006. See ?Description of Capital Structure ? Description of Share Capital.? All references to share issuances and stated capital in this AIF give effect to these reorganizations of capital.

     Effective October 1, 2004, we assigned substantially all of our interests in the Project to OPTI Long Lake L.P. (?OPTI LP?), an Alberta limited partnership. The partners of the OPTI LP were OPTI Canada Inc., as limited partner, and OPTI G.P. Inc., a wholly-owned subsidiary of OPTI Canada Inc., as the general partner. Effective January 1, 2008, the limited partnership was dissolved and OPTI Canada Inc. was amalgamated with OPTI G.P. Inc. OPTI has no material subsidiaries.

     Our head office is located at Suite 2100, 555 ? 4th Avenue S.W., Calgary, AB, T2P 3E7 and our registered office is located at 3700, 400 ? 3rd Avenue S.W., Calgary, Alberta, T2P 4H2. As at December 31, 2007 we had approximately 385 employees, of which approximately 225 comprise our operations group and are located in Fort McMurray.

GENERAL DEVELOPMENT OF THE BUSINESS

     We are a Calgary, Alberta-based oil sands development company. We and Nexen Inc. (?Nexen?), the JV Participants, each own a 50 percent undivided interest in the Project, which upon completion will, among other things, include the Long Lake SAGD Operation and the Long Lake Upgrader, each with expected through-put rates of approximately 72,000 barrels per day (bbl/d) of bitumen. We expect the yield from the Long Lake Upgrader to be 57,700 bbl/d of PSC? and approximately 800 bbl/d of butane. We expect PSC? to sell at a price similar to West Texas Intermediate (?WTI?) crude oil. We expect SAGD volumes from the Long Lake SAGD Operation to ramp-up to about 50 percent capacity in mid-2008 in preparation for Upgrader start-up and SAGD volumes to reach full design rates of approximately 72,000 bbl/d of bitumen in 2009. We expect that the increasing capacity of the Long Lake Upgrader during ramp-up will enable us to process all of the forecasted SAGD volumes.

     We are the operator of the Long Lake Upgrader and Nexen is the operator of the Long Lake SAGD Operation. Nexen Marketing is currently responsible for marketing all of the output from the Project.

     The leases that support our development plans are located in the Athabasca region of north-eastern Alberta. The Project is being developed on a portion of the Long Lake leases that are dedicated to the Project. Additional portions of the Long Lake leases and other leases in areas commonly referred to as Cottonwood and Leismer will be used for possible future expansion phases.

Key Events in 2007

     Selected material events in the advancement of our business in 2007 were as follows:

	?		Commencement of steam injection into all 10 well pads at the Long Lake SAGD Operation.
	?		Continued progress of Upgrader construction and commissioning. All Upgrader units are currently on-track for expected construction completion by the end of the first quarter of 2008.
	?		The JV Participants increased the cost estimate to complete Long Lake Phase 1 to a range of $5.8 to $6.1 billion, due to difficulties securing sufficient skilled labour, lower than expected productivity and increases in the amount of work required to complete construction.
	?		Ongoing training of operations staff in preparation for safe and reliable operation of the Long Lake Project.
	?		Continued progress of Long Lake Phase 2 engineering and planning activities in preparation for potential project sanctioning in late 2008. This includes the ongoing evaluation of the potential for incorporation of facilities to capture CO2 in future phases.
	?		Completion of the 2007 winter drilling and seismic program and commencement of 2007/8 program to further expand our resource base and advance our expansion plans.
	?		Under the Alberta Government?s proposed changes to the royalty regime, royalty rates for oil sands projects will be indexed to WTI oil prices at $55/bbl and above beginning in 2009.
	?		Changes to the Federal Corporate tax rate were also announced in 2007, decreasing our Federal and Provincial combined rate each year from 32 percent in 2007 to 25 percent in 2012.
	?		Successful completion of a $412 million equity financing as well as a US$750 million senior secured note financing to fund Phase 1 to completion as well as to support our future phase activities in 2008. Additionally, we repaid and cancelled our U.S. dollar $450 million TLB credit facility. We also completed U.S. dollar $875 million of cross currency swaps to fix a portion of our interest and principal payments in relation to our U.S. dollar long term debt.

Competitive Strengths and Operating Strategies

     Our plan is to optimize the economic recovery of reserves and resources from our lands. We plan to achieve this objective by expanding our resource base, using a combination of proven operating technologies to minimize risk, employing a systematic multi-staged approach to future expansions, and maintaining an integrated approach using SAGD combined with the Integrated OrCrude? Upgrader to reduce our exposure to various commodity prices.

     Our competitive strengths are as follows:

Large, Low Risk Exploitable Resource Base

     Our working interest share of reserves and resources on current leases are estimated to be approximately 3.0 billion barrels of bitumen. We believe that the approval of future phases by our board of directors and by regulatory authorities in Alberta will allow us to convert our substantial resource base into additional proved reserves. According to McDaniel, as of December 31, 2007, we had proved reserves of 268 MMbbl, enough to sustain our anticipated levels of Project production for in excess of 19 years. Our reserves and resources of 3.0 billion barrels is estimated to be enough to sustain production for up to five additional phases of a similar size as the Project for approximately 40 years. See ?Reserves and Resources Summary?.