<PAGE>   1

                                                                      EXHIBIT 21

     [LOGO]       CHIEFTAIN
                  INTERNATIONAL, INC.

                  1201 TD Tower
                  10088 - 102 Avenue
                  Edmonton, Alberta, Canada
                  T5J 2Z1

                  Telephone (780) 425-1950
                  Facsimile (780) 429-4681



Notice of Annual Meeting of Shareholders
to be held on Thursday, May 13, 1999


The annual meeting of the shareholders of Chieftain International, Inc. ("the
Company") will be held in the Marlboro Room of The Westin Hotel, 10135 - 100
Street, Edmonton, Alberta, Canada on Thursday, May 13, 1999 at 10:30 a.m.
(Edmonton time) to receive and consider the annual report for the year ended
December 31, 1998, the financial statements as at and for the year ended
December 31, 1998, and the report of the auditors on the financial statements,
and in addition for the following purposes:

1.      to elect three directors;

2.      to appoint auditors of the Company until the close of the next annual
        meeting;

3.      to reconfirm the Shareholder Rights Plan; and

4.      to transact all such other business as may properly come before the
        meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on the 24th day of March,
1999 as the record date for the determination of shareholders who are entitled
to notice of and to vote at the annual meeting. The share transfer books will
not be closed.

If you are unable to attend the meeting in person, please complete, date and
sign the enclosed form of proxy and mail it promptly in the enclosed
postage-paid envelope.


                                            By order of the Board of Directors



                                            /s/ Esther S. Ondrack
                                               ---------------------------------
                                               Esther S. Ondrack
                                               Senior Vice President and
March 11, 1999                                 Secretary



                                       2
<PAGE>   2

     [LOGO]       CHIEFTAIN
                  INTERNATIONAL, INC.

                  1201 TD Tower
                  10088 - 102 Avenue
                  Edmonton, Alberta, Canada
                  T5J 2Z1

                  Telephone (780) 425-1950
                  Facsimile (780) 429-4681


                              INFORMATION CIRCULAR


SOLICITATION OF PROXIES
This Information Circular and the accompanying Notice of Meeting and form of
proxy are being mailed to shareholders on or about March 29, 1999 in connection
with the solicitation of proxies by the management of Chieftain International,
Inc. (hereinafter called the "Company") to be voted at the annual meeting of
shareholders (the "meeting") to be held at 10:30 a.m., Edmonton time, in the
Marlboro Room of The Westin Hotel, 10135 - 100 Street, Edmonton, Alberta, Canada
on Thursday, May 13, 1999. The Directors have fixed the close of business on
March 24, 1999 as the record date for the determination of shareholders who are
entitled to notice of and to vote at the meeting.

The solicitation will be primarily by mail and electronic means and the cost
will be borne by the Company. In addition, the Company will reimburse banks,
brokerage houses and other custodians, nominees or fiduciaries for reasonable
expenses incurred by them in forwarding proxy material to their principals to
obtain authorization for the execution of proxies.

All shares represented by proxy will be voted, provided that instruments of
proxy are received by CIBC Mellon Trust Company, registrar and transfer agent,
at its office at 600, 333 - 7th Avenue S.W., Calgary, Alberta, Canada, T2P 2Z1,
or by the Company at its principal office at 1201 TD Tower, 10088 - 102 Avenue,
Edmonton, Alberta, Canada, T5J 2Z1, no later than 10:30 a.m., May 12, 1999.

The Company's accounts are maintained, and all dollar amounts herein are stated,
in United States dollars. The average rates of exchange for Canadian dollars per
US$1.00 during 1997, 1998 and during the period January 1 to February 26, 1999,
were $1.384, $1.4831 and $1.5083, respectively. The rates on December 31, 1997,
December 31, 1998, and February 26, 1999 were $1.4291, $1.5305 and $1.5074,
respectively.

APPOINTMENT AND REVOCATION OF PROXIES
THE ENCLOSED PROXY IS SOLICITED BY AND ON BEHALF OF THE MANAGEMENT OF THE
COMPANY. THE PERSONS DESIGNATED IN THE ACCOMPANYING FORM OF PROXY ARE DIRECTORS
AND OFFICERS OF THE COMPANY. A SHAREHOLDER HAS THE RIGHT TO APPOINT SOME OTHER
PERSON, WHO NEED NOT BE A SHAREHOLDER, TO REPRESENT HIM OR HER AT THE MEETING
AND HE OR SHE MAY EXERCISE THIS RIGHT BY INSERTING SUCH OTHER PERSON'S NAME IN
THE BLANK SPACE PROVIDED IN THE FORM OF PROXY.

The instrument appointing a proxy shall be in writing and signed by the
shareholder or the shareholder's attorney authorized in writing. If the
shareholder is a corporation, the document must carry the signature of a duly
authorized officer or attorney thereof.



                                       1
<PAGE>   3

A registered shareholder who has deposited a proxy has the power to revoke it. A
proxy may be revoked by instrument in writing executed by the shareholder or by
his or her attorney authorized in writing or, if the shareholder is a
corporation, by a duly authorized officer or attorney thereof, and deposited
either at the head office of the Company at any time up to and including the
last business day preceding the day of the meeting, or any adjournment thereof,
at which the proxy is to be used, or with the chairman of such meeting on the
day of the meeting or adjournment thereof, and upon either of such deposits the
proxy is revoked. In addition, a proxy may be revoked in any other manner
permitted by law.

EXERCISE OF DISCRETION BY PROXY
The person named in the enclosed proxy will vote the shares in respect of which
he or she is appointed in accordance with the direction of the shareholder
appointing him or her. In the absence of specific direction, such shares will be
voted in favor of the election of the directors and the appointment of the
auditors named in this information circular and in favor of the resolution to
reconfirm the Shareholder Rights Plan. If any amendments or variations in the
matters identified in the notice of meeting or if any other matters properly
come before the meeting or any adjournment or adjournments thereof, the proxy
confers discretionary authority upon the shareholder's nominee to vote on such
amendments or variations or such other matters in accordance with his or her
best judgment. Proxies will not be voted with respect to any material amendment
or any material variation of the matters which come before the meeting. At the
date of the notice of meeting, management knows of no such amendment or
variation or other matter to come before the meeting.

VOTING SHARES
The registered holders of the outstanding common shares of the Company of record
at the close of business on March 24, 1999 are entitled to notice of and to vote
at the meeting. The number of common shares outstanding on December 31, 1998 and
on February 26, 1999 was 13,355,891. Each common share entitles the registered
holder thereof to one vote, which may be given in person or by proxy. Approval
of each matter to come before the meeting requires an affirmative vote by the
holders of a majority of the shares voted at the meeting, whether in person or
by proxy. The quorum for the meeting is two persons present and holding or
representing by proxy at least one-third of the issued shares of the Company for
the time being having voting rights.

SHARE OWNERSHIP
The following table describes those shareholders which, to the knowledge of the
Company, own beneficially, as at February 26, 1999, more than 5 percent of the
outstanding common shares of the Company:

<TABLE>
<CAPTION>
                                                               Amount and Nature of
                                                                    Beneficial
                     Name and Address                          Ownership of Common
                   Of Beneficial Owner                                Shares                   Percent of Class
                   -------------------                                ------                   ----------------
<S>                                                            <C>                             <C>
Warburg Pincus Asset Management, Inc.
466 Lexington Avenue                                               985,500(1)                        7.3
New York, N.Y.  10017

OppenheimerFunds Inc.
Two World Trade Center, Suite 3400                                 919,600(2)                        6.9
New York, New York  10048-0203

Stanley A. Milner
President and Chief Executive Officer of the Company               739,618(3)                        5.5
1201 TD Tower, 10088 - 102 Avenue
Edmonton, Alberta,  Canada  T5J  2Z1

Strong Capital Management, Inc.
100 Heritage Reserve                                               681,900(4)                        5.1
Menomonee Falls, Wisconsin  53051
</TABLE>


(1)  The information is based on filings with the Securities and Exchange
     Commission on Schedule 13-G according to which the beneficial owner has
     sole dispositive power with respect to 985,500 common shares, sole voting
     power with respect to 584,000 shares and shared voting power with respect
     to 370,400 shares.
(2)  The information is based on filings with the Securities and Exchange
     Commission on Schedule 13-G according to which the beneficial owner has
     shared dispositive power with respect to 919,600 shares.



                                       2
<PAGE>   4

(3)  Includes 143,333 shares issuable upon exercise of options exercisable
     within 60 days and 48,750 shares issuable upon conversion of Chieftain
     International Funding Corp. $1.8125 Convertible Redeemable Preferred
     shares.
(4)  The information is based on filings with the Securities and Exchange
     Commission on Schedule 13-G according to which the beneficial owner has
     sole dispositive power with respect to 681,900 common shares and sole
     voting power with respect to 212,100 shares.

The table below indicates the number of the Company's common shares and the
Chieftain International Funding Corp. $1.8125 Convertible Redeemable Preferred
Shares (the "preferred shares") owned by (i) the directors (including those
nominated for election); (ii) the Named Executive Officers as defined on page 5;
and (iii) all directors and officers as a group. The common shares shown as
issuable upon exercise of options are issuable within 60 days. Each preferred
share is convertible into 1.25 common shares of the Company.


<TABLE>
<CAPTION>
                                                        SHARES BENEFICIALLY OWNED AS AT FEBRUARY 26, 1999

                                                            Percent of Class
                                          Common Shares            (1)            Preferred Shares      Percent of Class
                                          -------------      ----------------     ----------------      ----------------
<S>                                       <C>                <C>                  <C>                    <C>
Stephen C. Hurley                            86,323(2)              -                    -                     -

Hugh J. Kelly                                32,666(3)              -                 10,000                   -

John E. Maybin                               32,666(4)              -                    -                     -

Stanley A. Milner                           690,868(5)             5.1                39,000                  1.4

David E. Mitchell                            41,666(3)              -                    -                     -

Louis G. Munin                               35,666(3)              -                  2,000                   -

Esther S. Ondrack                           109,703(6)              -                    -                     -

Stuart T. Peeler                             14,466(7)              -                 30,000                  1.1

Edward L. Hahn(8)                            39,263(9)              -                    -                     -

Ronald J. Stefure(10)                        37,647(11)             -                    -                     -

All directors and officers as a group     1,197,806(12)            8.4                81,000                  3.0
</TABLE>

<TABLE>
<S>                                                                 <C>                                                 
(1)  Percentages of less than one are omitted.                      (8)  E.L. Hahn is Senior Vice President, Finance and
                                                                         Treasurer of the Company.
(2)  Includes 83,333 shares issuable upon exercise of options.
                                                                    (9)  Includes 30,833 shares issuable upon exercise of
(3)  Includes 31,666 shares issuable upon exercise of options.           options.
                                                                    
(4)  Includes 31,166 shares issuable upon exercise of options.      (10) R. J. Stefure is Vice President and Controller of the
                                                                         Company.
(5)  Includes 143,333 shares issuable upon exercise of options.
                                                                    (11) Includes 36,666 shares issuable upon exercise of
(6)  Includes 87,500 shares issuable upon exercise of options.           options.

(7)  Shares issuable upon exercise of options.                      (12) Includes 558,961 shares issuable upon exercise of
                                                                         options.
                                                                    
</TABLE>

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors held four regularly scheduled meetings during the year
ended December 31, 1998. Each member of the Board of Directors including those
nominated for election attended all of the meetings of the Board of Directors
and of the committees on which he or she served during 1998. The Company has
standing Audit, Nominating and Corporate Governance, Compensation and Pension
Committees of the Board of Directors. The members of the committees are
appointed by the full Board upon recommendation of the Nominating and Corporate
Governance Committee.

AUDIT COMMITTEE
The Audit Committee, which during 1998 consisted of L.G. Munin as Chairman and
J.E. Maybin, D.E. Mitchell and S.T. Peeler, all non-employee directors, held
four meetings during 1998. The primary function of the Audit Committee is to
assist the Board of Directors in providing corporate oversight in the areas of
financial reporting, internal control and the audit process. In connection with
these reviews it meets alone with Company personnel and with the independent
auditors who have access to the Committee at any time. The Committee recommends
to the Board for its approval the annual appointment of external auditors.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The Nominating and Corporate Governance Committee is comprised of J.E. Maybin as
Chairman and D.E. Mitchell, L.G. Munin and S.T. Peeler. This Committee assists
the Board by reviewing corporate governance and Board nomination matters and
making recommendations to the Board as appropriate. The Committee met once
during 1998



                                       3
<PAGE>   5
to consider the size and composition of the Board of Directors, nominees for
the election of directors at the 1998 annual meeting and corporate governance
practices.

COMPENSATION COMMITTEE
The Compensation Committee is comprised of S.T. Peeler as Chairman and H.J.
Kelly, J.E. Maybin and D.E. Mitchell, none of whom are officers of the Company,
with the exception of D. E. Mitchell, who is the non-executive Chairman of the
Board. The primary function of the Compensation Committee is to assist the Board
of Directors by reviewing compensation matters and making recommendations to the
Board with respect to compensation arrangements and benefit plans for officers
of the Company and with respect to the Company's Share Option Plan and by
reviewing and approving compensation budgets, benefits plans and policies,
salaries of certain non-officer employees and succession planning. The
Compensation Committee met twice in 1998.

PENSION COMMITTEE
The Pension Committee is comprised of H.J. Kelly as Chairman, E.L. Hahn, J.E.
Maybin, D.E. Mitchell and S.T. Peeler. This Committee reviews generally and
makes recommendations to the Board of Directors with regard to the Company's
retirement plans, related agreements and the appointment and performance of
retirement fund investment managers. This committee met twice during 1998.

ELECTION OF DIRECTORS
The Articles of the Company provide that directors are elected and retire in
rotation. Directors are elected to hold office until the close of the third
ensuing annual meeting and at each annual meeting approximately one-third of the
board is elected. Effective upon the termination of the forthcoming annual
meeting, the terms of Hugh J. Kelly, Louis G. Munin and Stuart T. Peeler will
expire. It is proposed that three directors be elected for the ensuing three
years. Management will place before the annual meeting as nominees Hugh J.
Kelly, Louis G. Munin and Stuart T. Peeler and PROXIES GIVEN PURSUANT TO THIS
SOLICITATION BY MANAGEMENT WILL BE VOTED FOR THE ELECTION OF SAID NOMINEES
UNLESS INDICATED OTHERWISE. While management knows of no reason why the said
nominees will be unable or unwilling to serve as directors, if for any reason
they shall be unable or unwilling to serve, it is intended that proxies given
pursuant to this solicitation by management will be voted for substitute
nominees selected by management.

Information is given below with respect to the nominees and the directors whose
terms of office as directors will continue after the meeting.


<TABLE>
<CAPTION>
                                                                      SERVED AS         TERM
                  NAME AND PRINCIPAL OCCUPATION                     DIRECTOR SINCE     EXPIRES
                  -----------------------------                     --------------     -------
<S>                                                                 <C>                <C>
STEPHEN C. HURLEY, Dallas, Texas
Senior Vice President and Chief Operating Officer of the                 1997            2000
Company(1)

HUGH J. KELLY, Mandeville, Louisiana
Corporate Director and Consultant(2)                                     1989            2002(3)

JOHN E. MAYBIN, Calgary, Alberta
Corporate Director                                                       1991            2000

STANLEY A. MILNER, A.O.E., LL.D., Edmonton, Alberta
President and Chief Executive Officer of the Company(4)                  1988            2001

DAVID E. MITCHELL, O.C., Calgary, Alberta
Chairman of Alberta Energy Company Ltd.(5)                               1989            2001

LOUIS G. MUNIN, Dallas, Texas
Corporate Director and Financial Consultant(6)                           1989            2002(3)

ESTHER S. ONDRACK, Spruce Grove, Alberta
Senior Vice President and Secretary of the Company(7)                    1988            2000

STUART T. PEELER, Tucson, Arizona
Corporate Director and Petroleum Industry Consultant(8)                  1989            2002(3)
</TABLE>

(1)  S.C. Hurley joined the Company as Senior Vice President and Chief
     Operating Officer in September, 1995. From 1987 until 1991 he was Vice
     President, Exploration of Ocean Drilling & Exploration Company and from
     1991 to 1995 he was Vice President, Exploration of Murphy Exploration and
     Production Company.
(2)  H.J. Kelly is a director of Gulf Island Fabrication Inc. and Tidewater
     Inc.
(3)  Date when proposed term of office will expire.


                                       4
<PAGE>   6

(4)  S. A. Milner is a director of Alberta Energy Company Ltd. and Canadian
     Pacific Limited.
(5)  D. E. Mitchell is a director of Alberta Energy Company Ltd. and Air Canada.
(6)  L. G. Munin is a director of Lafarge Canada Inc. and Walden Residential
     Properties, Inc.
(7)  E. S. Ondrack was Vice President and Secretary of the Company until June,
     1995.
(8)  S. T. Peeler is a director of Homestake Mining Company.

EXECUTIVE COMPENSATION
The following table sets forth certain information regarding the compensation
paid, during each of the Company's three most recently completed fiscal years,
to the Chief Executive Officer and the Company's next four most highly
compensated executive officers (collectively "Named Executive Officers").


<TABLE>
<CAPTION>
                                                  SUMMARY COMPENSATION TABLE
                                                           (U.S. $)
------------------------------------------------------------------------------------------------------------------------------
                                                    Annual Compensation            Long - Term Compensation
                                             ---------------------------------  ------------------------------   
                                                                                        Awards         Payouts
                                                                                ---------------------- -------
                                                                                Securities Restricted
                                                                                   Under      Shares
                                                                      Other       Options       or
             Name and                                                Annual      and SARs  Restricted    LTIP      All Other
             Principal                        Salary      Bonus    Compensation   Granted  Share Units  Payouts   Compensation
             Position                Year       ($)        ($)         ($)          (#)         ($)      ($)         (1)($)
             --------                ----     -------    -------   ------------ ---------  ------------ ------- ---------------
<S>                                  <C>      <C>        <C>        <C>          <C>        <C>         <C>     <C>
  Stanley A. Milner                  1998     355,000    100,000       (2)          5,000        -        -         88,561
  President and                      1997     320,273    250,000       (2)         25,000        -        -         83,568
  Chief Executive Officer            1996     293,592    150,000       (2)              -        -        -         76,475

  Stephen C. Hurley                  1998     283,875     70,000       (2)         30,000        -        -         64,085
  Senior Vice President and          1997     245,946    185,000       (2)         25,000        -        -         52,317
  Chief Operating Officer            1996     226,689    100,000       (2)              -        -        -         45,414

  Edward L. Hahn                     1998     142,655     21,500       (2)              -        -        -         44,258
  Senior Vice President,             1997     136,176     40,000       (2)         10,000        -        -         34,755
  Finance and Treasurer              1996     130,078     35,000       (2)              -        -        -         33,102

  Esther S. Ondrack                  1998     129,231     19,500       (2)          5,000        -        -         40,142
  Senior Vice President              1997     122,157     40,000       (2)         15,000        -        -         30,517
  and Secretary                      1996     116,246     35,000       (2)              -        -        -         28,979

  Ronald J. Stefure                  1998      95,790     14,500       (2)              -        -        -         25,364
  Vice President                     1997      95,570     35,000       (2)          9,000(3)     -        -         21,063
  and Controller                     1996      78,293     20,000       (2)              -        -        -         13,619
</TABLE>


(1) The amounts in this column represent Company contributions to the defined
    contribution retirement plans, the savings plan and the life insurance plan
    in which plans the Named Executive Officers participate on the same basis as
    all other employees. Such amounts do not include directors fees paid to S.A.
    Milner ($30,000 in 1996, $24,000 in 1997 and $25,000 in 1998), E.S. Ondrack
    ($30,000 in 1996, $24,000 in 1997, and $25,000 in 1998), and S.C. Hurley
    ($9,423 in 1997 and $25,000 in 1998) or a relocation allowance of $358,100
    paid to S.C. Hurley in 1996.
(2) The value of perquisites and benefits for each of the Named Executive
    Officers is not greater than the lesser of Cdn. $50,000 and 10% of total
    annual salary and bonus.
(3) Includes 4,000 Share Appreciation Rights ("SARs") and 5,000 share options.

The following table sets forth information regarding grants of share options to
the Named Executive Officers during the financial year ended December 31, 1998.


<TABLE>
<CAPTION>
                                                  OPTION GRANTS DURING 1998
                      ----------------------------------------------------------------------------------------
                                                                         Potential Realizable Value at Assumed
                                                                             Annual Rates of Stock Price
                      Number of Shares  % of Total Options                   Appreciation for Option Term
                        Under Options         Granted        Exercise    -------------------------------------       Expiration
  Name                     Granted            in 1998        Price(1)         5%                         10%            Date
  ----                ----------------  -------------------  ---------   -----------                  --------       -----------
<S>                   <C>               <C>                  <C>          <C>                          <C>           <C>
  Stanley A. Milner        5,000                7.7           $23.00         $72,325                  $183,280       May 13, 2008
  Stephen C. Hurley        5,000                7.7            23.00          72,325                   183,280       May 13, 2008
                          25,000               38.5            18.00         283,000                   717,175     Sept. 21, 2008
  Esther S. Ondrack        5,000                7.7            23.00          72,325                   183,280       May 13, 2008
</TABLE>

 (1) Market value of shares underlying options on the date of grant.


                                       5
<PAGE>   7

The options are exercisable as to one-third of the granted amount on and after
each of the first three anniversaries of the date of grant. Exercisability of
options accelerates in certain events, including death, disability, retirement
and a change in control of the Company. The exercisability of options is
contingent upon continued service except that options exercisable on the date of
termination of employment may be exercised thereafter under certain conditions.

No options were exercised by the Named Executive Officers in 1998. The following
table shows the value, on December 31, 1998, of the unexercised options held by
the Named Executive Officers.


      SHARE OPTION EXERCISES IN 1998 AND YEAR-END 1998 SHARE OPTION VALUES

<TABLE>
<CAPTION>
                                                                Unexercised Options held on   Value of Unexercised in-the-Money
                              Securities                             December 31, 1998          Options on December 31, 1998
                               Acquired      Aggregate Value    ----------------------------- ---------------------------------
           Name              on Exercise       Realized ($)      Exercisable    Unexercisable   Exercisable    Unexercisable
           ----              -----------       ------------      -----------    -------------   -----------    -------------
<S>                          <C>             <C>                <C>             <C>             <C>            <C>
  Stanley A. Milner               -                 -              143,333         21,667         $80,200           -
  Stephen C. Hurley               -                 -               83,333         46,667            -              -
  Edward L. Hahn                  -                 -               30,833          6,667           9,700           -
  Esther S. Ondrack               -                 -               87,500         15,000          39,200           -
  Ronald J. Stefure               -                 -               36,666          3,334           7,500           -
</TABLE>

CHANGE IN CONTROL AGREEMENTS
The Company has agreements with certain employees, including the Named Executive
Officers, that require that if, under certain circumstances, following a change
in control of the Company, employment is terminated, the employee will receive a
severance payment equal to two times the employee's average annual base salary
during the previous three years and certain benefits for a two year period
following termination of employment.

COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors is responsible for
reviewing compensation policies and practices of the Company, both generally and
in specific relation to the appointment and compensation of the officers and
certain members of senior management. The Compensation Committee makes
recommendations to the Board of Directors with respect thereto and with respect
to benefit plans including the Share Option Plan and grants thereunder.

Compensation of the Company's employees, including officers and senior
management, is comprised of salary, periodic bonuses for outstanding effort and
results, various benefit plans, including a retirement plan and a savings plan
and stock options. Compensation plans are designed to provide competitive levels
of compensation which will attract and retain competent, motivated personnel who
will perform to their potential to increase the value of the Company for the
benefit of the shareholders.

Salaries are reviewed annually in relation to the achievement of both corporate
and individual performance objectives and with a view to achieving and
maintaining external competitiveness and internal equity. Grants are made under
the Share Option Plan in the discretion of the Board of Directors on the advice
of the Compensation Committee and vary as to timing and amount with the
responsibilities and performance of the individual.

The compensation of the President and Chief Executive Officer of the Company,
Mr. Stanley A. Milner, is comprised of the same components and is determined in
the same manner as that of the other executive officers.

<TABLE>
<S>                                                  <C>                           <C>
Submitted on behalf of the Compensation Committee:   Stuart T. Peeler, Chairman    John E. Maybin
                                                     Hugh J. Kelly                 David E. Mitchell
</TABLE>

The Board of Directors has accepted all recommendations of the Compensation
Committee.



                                       6
<PAGE>   8

PERFORMANCE GRAPHS(1)
The graphs which follow assume that C$100 was invested on April 30, 1989, when
the Company commenced operations, in the Company's common shares and in The
Toronto Stock Exchange (TSE) Oil and Gas Producers Index; and on December 31,
1993 in the Company's common shares, the TSE Oil and Gas Producers Index and the
TSE 300 Composite Index.



              Cumulative Value of C$100 Invested on April 30, 1989

                                     [GRAPH]


<TABLE>
<CAPTION>
              Apr. 30   Dec. 31    Dec. 31   Dec. 31    Dec. 31   Dec. 31    Dec. 31   Dec. 31    Dec. 31   Dec. 31    Dec. 31
               1989       1989      1990       1991      1992       1993      1994       1995      1996       1997      1998
              -------   -------    -------   -------    -------   -------    -------   -------    -------   -------    ------- 
<S>           <C>       <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>
  CII Cdn.$     100       144        137       101        137       135        91        149        224       189        143

   TSE O&GP     100       113        102        87        93        129        117       136        187       167        117
</TABLE>




             Cumulative Value of C$100 Invested on December 31, 1993


                                     [GRAPH]


<TABLE>
<CAPTION>
                     Dec. 31, 1993  Dec. 31, 1994   Dec. 31, 1995  Dec. 31, 1996  Dec. 31, 1997  Dec 31, 1998
                     -------------  -------------   -------------  -------------  -------------  ------------
<S>                  <C>            <C>             <C>            <C>            <C>            <C>
         CII Cdn. $      100              67            110            166            140            106

           TSE O&GP      100              91            105            145            130             90

            TSE 300      100             100            114            147            169            166
</TABLE>


(1)  Reinvestment of dividends is assumed in all cases. The graphs were plotted
     using the data shown below each graph.



                                       7
<PAGE>   9

The following graphs assume that US$100 was invested on April 30, 1989, when the
Company commenced operations, in the Company's common shares and in the American
Stock Exchange ("AMEX") Natural Resources Index and on December 31, 1993 in the
Company's common shares, the AMEX Natural Resources Index and the AMEX Market
Value Index. The AMEX Natural Resources Index was reconfigured effective
December 31, 1995.




              Cumulative Value of US$100 Invested on April 30, 1989


                                     [GRAPH]


<TABLE>
<CAPTION>
                  Apr. 30   Dec. 31    Dec. 31   Dec. 31    Dec. 31   Dec. 31    Dec. 31    Dec. 31   Dec. 31    Dec. 31   Dec. 31
                   1989       1989      1990       1991      1992       1993      1994       1995       1996      1997       1998
                  -------   -------    -------   -------    -------   -------    -------    -------   -------    -------   -------
<S>               <C>       <C>        <C>       <C>        <C>       <C>        <C>        <C>       <C>        <C>       <C>
CII US$             100       150        140       105        129       122        75         131       193        157       106

AMEX Nat. Res       100       115        96         84        73         91        90         100       123        132        86
</TABLE>




            Cumulative Value of US$100 Invested on December 31, 1993


                                     [GRAPH]



<TABLE>
<CAPTION>
                          Dec. 31,       Dec. 31,      Dec. 31,      Dec. 31,      Dec. 31,       Dec 31,
                            1993           1994          1995          1996          1997          1998
                          --------       --------      --------      --------      --------       -------
<S>                       <C>            <C>           <C>           <C>           <C>            <C>
     CIIUS$                   00            61           108           158           129            87

     AMEX Nat. Res.          100            99           100           123           132            86

     Market Value Index      100            91           115           120           143           144
</TABLE>



                                        8
<PAGE>   10

COMPENSATION OF DIRECTORS
With effect from January 1, 1998, each Director receives an annual retainer of
$25,000, which is paid in quarterly installments. Each non-executive Director is
also paid at the rate of $1,000 for each Board meeting and committee meeting
attended. In addition, the Chairman of the Board and the Chairman of each
committee receives a chairman's retainer in the amount of $4,000 per year, paid
in quarterly installments. Directors receive no compensation for the time
required to prepare for or travel to or from Board or committee meetings. The
Company reimburses reasonable out-of-pocket expenses incurred by Directors. On
May 14, 1998, each of the Directors was granted an option on 5,000 common shares
at the exercise price of $23.00 per share and on March 11, 1999, each of the
Directors was granted an option on 5,000 common shares at the exercise price of
$11.43 per share.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES
The Company supports and complies with the corporate governance guidelines of
The Toronto Stock Exchange. The Company's Board of Directors participates
actively in strategic planning and in the identification and management of
business risks confronting the Company. Corporate objectives, budgets and
corporate authorities are reviewed and approved regularly. The Company's Board
and Board Committees have ongoing involvement in succession planning,
shareholder communications, internal control matters and management information
systems. The Board has a non-executive Chairman and is comprised of eight
members, five of whom are unrelated directors as defined by The Toronto Stock
Exchange.

APPOINTMENT OF AUDITORS
As set forth in the notice, action will be taken at the meeting to provide for
the appointment of auditors until the close of the next annual meeting. THE
PROXIES HEREBY SOLICITED WILL BE EXERCISED IN FAVOR OF THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP which firm and its predecessor, Price Waterhouse,
have been the Company's auditors since the Company's inception. A representative
of PricewaterhouseCoopers LLP is expected to be present at the meeting.

SHAREHOLDER RIGHTS PLAN
Shareholders are being asked to reconfirm the Shareholder Rights Plan (the
"Rights Plan") which was adopted by the Board of Directors and became effective
on February 23, 1994 and was confirmed by the shareholders on May 26, 1994.
Reconfirmation by the shareholders requires that a majority of the votes cast be
in favor thereof. THE PROXIES HEREBY SOLICITED WILL BE EXERCISED IN FAVOR OF THE
RECONFIRMATION OF THE SHAREHOLDER RIGHTS PLAN. The full text of the Rights Plan
is on the public record and, in addition, any shareholder may obtain a copy by
contacting the Secretary of the Company at its Edmonton office.

The following is a general summary of the terms of the Rights Plan. The summary
is qualified in its entirety by reference to the text of the Rights Plan.

The Rights Plan is designed to ensure that any individual or group seeking to
acquire control of Chieftain will do so in a manner which will allow the
shareholders and the Board of Directors sufficient time to assess the offer. THE
RIGHTS PLAN REQUIRES THAT ALL SHAREHOLDERS BE TREATED EQUITABLY, I.E. THAT ALL
SHAREHOLDERS BE OFFERED THE SAME CONSIDERATION FOR THEIR SHARES.

To comply with the Rights Plan:

(a)  a bid must be made in writing for all shares to all shareholders;
(b)  a bid must be open for at least 90 days;
(c)  the bidder must not own more than 10% of the shares when it starts the bid
     process;
(d)  at least 50% of the shares held by shareholders independent of the bidder
     must be deposited with the bidder before the bidder can purchase any of
     such shares; and
(e)  if the minimum number of shares, as in (d) above, are deposited, the bidder
     must announce this and then leave the bid open for at least 10 more days.



                                       9
<PAGE>   11

If an individual or group acquires 25% or more of the shares other than by
complying with the Rights Plan, it becomes an "acquiring person" and the
shareholder rights are triggered. The Rights Plan gives shareholders rights to
buy shares if a bid is made that does not comply with the required bidding
procedures. Rights held by an "acquiring person" are not exercisable. Shares
owned by an investment manager or trust company in the normal course of its
business would not trigger the Plan.

A competing bid submitted during the term of the first bid will be required to
be outstanding only for the remaining part of the original 90-day period
(subject to the current statutory minimum of 21 days).

Securities laws require that the Board of Directors deliver to shareholders
within 10 days of a bid a written assessment of the bid. The shareholders
determine if a bid is acceptable by deciding whether or not to tender their
shares.

The Plan ensures that holders of convertible preferred shares will receive
rights as though they had converted their preferred shares into common shares.

The Plan will expire on February 22, 2004, 10 years after its effective date.

OTHER MATTERS
To the knowledge of the directors and management of the Company, there is no
business to be presented for action by the shareholders at the meeting to which
this Information Circular relates other than that mentioned herein or in the
Notice of Meeting.

The date by which shareholder proposals must be received by the Company for
inclusion in the information circular and proxy form relating to the 2000 annual
meeting is December 1, 1999.

ADDITIONAL INFORMATION
Copies of the Company's latest Annual Information Form and any documents
incorporated therein by reference; the Company's latest Annual Report on Form
10-K and any documents incorporated therein by reference; the Company's audited
Consolidated Financial Statements for the year ended December 31, 1998 and any
interim financial statements issued subsequent thereto, and this Information
Circular may be obtained from the Secretary of the Company at 1201 TD Tower,
10088 - 102 Avenue, Edmonton, Alberta, Canada, T5J 2Z1.

CERTIFICATE
The foregoing contains no untrue statement of a material fact and does not omit
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.






/s/ S. A. Milner                            /s/ E. L. Hahn
----------------------------------          ------------------------------------
S.A. Milner, A.O.E., LL.D.                  E.L. Hahn
President and                               Senior Vice President, Finance and 
Chief Executive Officer                     Treasurer, Chief Financial Officer

Edmonton, Alberta
March 11, 1999



                                       10