BIG HORN RESOURCES LTD.

NOTICE OF SPECIAL MEETING

OF SHAREHOLDERS

to be held July 23, 2001

and

NOTICE OF PETITION TO THE COURT OF QUEEN'S

BENCH OF ALBERTA

and

INFORMATION CIRCULAR and PROXY STATEMENT

with respect to a

PLAN OF ARRANGEMENT

involving

BIG HORN RESOURCES LTD.

and

THE SHAREHOLDERS OF BIG HORN RESOURCES LTD.

and

3779041 CANADA LTD.

and

WESTLINKS RESOURCES LTD.





June 22, 2001

BIG HORN RESOURCES LTD.

1400, 700  4th Avenue S.W., Calgary, Alberta T2P 3J4



June 22, 2001

TO: Holders of Common Shares of Big Horn Resources Ltd.

You are invited to attend a special meeting (the "Meeting")
of holders of common shares ("Big Horn Shareholders") of Big Horn
Resources Ltd. ("Big Horn") to be held at the offices of Donahue Ernst
& Young LLP, 1000, 440  2nd Avenue S.W., Calgary, Alberta on Monday, July 23,
2001 at 9:00 a.m. (Calgary time) for the purposes set forth in the accompanying Notice of
Meeting.

At the Meeting, Big Horn Shareholders will be asked to consider and
vote upon an arrangement (the "Arrangement") under the provisions of the Canada
Business Corporations Act involving Westlinks Resources Ltd. ("Westlinks"),
3779041 Canada Ltd. ("Subco"), Big Horn and the Big Horn Shareholders.

Pursuant to the Arrangement, the following transactions will occur in
the order set forth below:

> 1. Big Horn and Subco shall be amalgamated and continue as Amalco on
>     the terms prescribed in the Plan of Arrangement;
>     2. each common share of Big Horn (the "Big Horn Shares")
>     held by Subco or Westlinks shall be cancelled without any repayment of capital in respect
>     thereof;
>     3. each Big Horn Share, other than those held by Big Horn Shareholders
>     who have validly exercised their right of dissent and those held by Westlinks, if any,
>     shall be exchanged, at the election of the Big Horn Shareholder, for either:
>     a. 1.0 special share of Amalco (a "Special Share")(redeemable
>         for $0.22) and 0.74 of a preferred share of Westlinks (the "Cash Election");
>         or
>         b. 0.1905 of a common share of Westlinks ("Westlinks Common
>         Shares") (the "Share Election"),
>     and on the first Business Day following the Effective Date of the
>     Arrangement, all Special Shares shall be redeemed by Amalco.
>     4. each holder of options to acquire Big Horn Shares ("Big Horn
>     Options") shall, to the extent that such Big Horn Options have not been
>     exercised, be entitled to receive options to acquire Westlinks Common Shares ("Westlinks
>     Options") on identical terms of such holder's Big Horn Options except that the
>     shares to be acquired on the exercise thereof shall be Westlinks Common Shares, the number
>     of shares to be acquired on the exercise thereof shall be equal to the number of shares
>     issuable under such Big Horn Options multiplied by 0.1905 and the exercise price per share
>     shall be equal to the exercise price per share under such Big Horn Options divided by
>     0.1905.

For the Arrangement to proceed, it must be approved by at least
66 2/3% of the votes cast by Big Horn Shareholders, voting as a class, present in
person or by proxy at the Meeting and by a simple majority of those Big Horn Shareholders,
other than Westlinks, any other company beneficially owned or controlled by Westlinks, and
any of Westlinks' associates, affiliates and insiders, voting as a class, present in
person or by proxy at the Meeting. A Big Horn Shareholder shall be entitled to one vote
per Big Horn Share.

On April 9, 2001, Big Horn Shareholders approved the consolidation of
the Big Horn Shares on the basis of one (1) new Big Horn Share for each three and one-half
(3.5) Big Horn Shares. As a result of Big Horn entering into a letter agreement dated
April 24, 2001 with Westlinks regarding the Arrangement, the Big Horn board of directors
decided not to implement the consolidation.

Each holder of Big Horn Options has, prior to the date hereof, entered
into an agreement with Westlinks whereby they have agreed to either exercise their Big
Horn Options or to exchange their Big Horn Options for Westlinks Options on the basis
described above.

If the requisite shareholder approvals are obtained, an order of the
Court of Queen's Bench of Alberta approving the Arrangement will be sought following the
Meeting.

The accompanying Information Circular provides a detailed description
of the Arrangement, Westlinks, Subco, Big Horn and the matters to come before the Meeting.
Please give this material your careful consideration, and, if you require assistance,
consult your legal, financial, income tax or other professional advisor.

To be represented at the Meeting, you must either attend the Meeting in
person or complete and sign the enclosed form of proxy and forward it to or deposit it
with the President of Big Horn, c/o Olympia Trust Company, 2600, 700  9th Avenue
S.W., Calgary, Alberta, T2P 3V4, not later than 4:00 p.m. (Calgary time) on the last
business day prior to the Meeting or any adjournment thereof. An envelope addressed to
Olympia Trust Company is enclosed for your convenience.

The Letter of Transmittal and Election Form enclosed with the attached
Information Circular sets forth the details of the procedure for each Big Horn Shareholder
to elect, in respect of the Big Horn Shares held by such Big Horn Shareholder, either the
Cash Election or the Share Election, and the procedure for surrendering the certificates
for all such Big Horn Shares held by such Big Horn Shareholder to Olympia Trust Company,
or its agent in Toronto, Equity Transfer Services Inc. If a share certificate has been
lost or destroyed, the enclosed Letter of Transmittal and Election Form must be completed
as fully as possible and forwarded, together with a letter describing the loss, to Olympia
Trust Company at the address set forth in the preceding paragraph, or to its agent in
Toronto, Equity Transfer Services Inc. Olympia Trust Company, or its Toronto agent, will
respond with the replacement requirements for lost or destroyed certificates. If the
Arrangement is not effected, all certificate(s) representing Big Horn Shares received by
Olympia Trust Company or its Toronto agent will be returned as soon as practicable.

In the event Olympia Trust Company or its Toronto agent have not
received from a Big Horn Shareholder a Letter of Transmittal and Election Form duly
completed in all respects and executed in accordance with the instructions on such form
together with the share certificate(s) representing the Big Horn Shares to which the
Letter of Transmittal and Election Form relates (accompanied by such other documents and
instruments as Olympia Trust Company or its Toronto agent, Equity Transfer Services Inc.,
may reasonably require) by 4:00 p.m. (Calgary time) on the last business day prior to the
Meeting, such Big Horn Shareholder will be deemed to have made a Cash Election.

Sincerely,

(signed)"Reginald J. Greenslade"

Reginald J. Greenslade

President and Chief Executive Officer

BIG HORN RESOURCES LTD.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the "Meeting")
of holders ("Big Horn Shareholders") of common shares ("Big Horn
Shares") of Big Horn Resources Ltd. ("Big Horn") will be held at
the offices of Donahue Ernst & Young LLP, 1000, 440 - 2nd Avenue S.W., Calgary,
Alberta, on Monday, July 23, 2001 at 9:00 a.m. (Calgary time), for the following purposes:

> a. to consider, pursuant to an order (the "Interim Order")
>     of the Court of Queen's Bench of Alberta, and, if deemed advisable, to pass, with or
>     without variation, a resolution (the "Special Resolution") to approve an
>     arrangement (the "Arrangement") under section 192 of theCanada
>     Business Corporations Act (the "CBCA") as more particularly described
>     in the accompanying Information Circular (the "Information Circular");
>     and
>     b. to transact such further and other business as may be properly
>     brought before the Meeting or any adjournment thereof.

The Arrangement Agreement and the Special Resolution are set forth in
Appendices A and C, respectively, to the Information Circular. The Arrangement is set
forth in the Plan of Arrangement attached as Schedule A to Appendix A to the Information
Circular.

Pursuant to the Interim Order, registered holders of Big Horn Shares
have been granted the right to dissent in respect of the Special Resolution and, if the
Arrangement becomes effective, to be paid the fair value of such holder's Big Horn Shares
in accordance with the provisions of section 190 of the CBCA, as modified by the Interim
Order. To exercise such right, the President of Big Horn must receive at the registered
office of Big Horn (1000, 440  2nd Avenue S.W., Calgary, Alberta, T2P 5E5) prior to
the Meeting, or the Chairman of the Meeting must receive at or prior to the Meeting, from
the dissenting Big Horn Shareholder a written objection to the Special Resolution and the
Big Horn Shareholder must have otherwise complied with the provisions of Section 190 of
the CBCA, as modified by the Interim Order. The right to dissent is described in the
Information Circular and the texts of the Interim Order and Section 190 of the CBCA are
set forth in Appendices B and D, respectively, to the Information Circular. It is
recommended that any Big Horn Shareholder wishing to avail itself of its dissent rights
seek legal advice, as failure to comply strictly with the provisions of the CBCA, as
modified by the Interim Order, may result in the loss of any right of dissent.

Only holders of Big Horn Shares of record at the close of business on
June 18, 2001 will be entitled to notice of and to vote at the Meeting or any adjournment
thereof, except that a transferee of Big Horn Shares after such record date may, not later
than 10 days before the Meeting, establish the right to vote by providing evidence of
ownership of such Big Horn Shares and requesting that the transferee's name be placed on
the voting list in place of the transferor.

Big Horn Shareholders who are unable to attend the meeting are
requested to date, sign and return the accompanying form of proxy in the envelope provided
for that purpose. To be used at the Meeting, a proxy must be deposited with Olympia Trust
Company at its principal office in Calgary, or with its Toronto agent, Equity Transfer
Services Inc., not later than 4:00 p.m. (Calgary time) on the last business day preceding
the day of the Meeting or any adjournment thereof.

If the form of proxy was received, unsigned, from an intermediary
holding Big Horn Shares on behalf of a Big Horn Shareholder, the signed proxy must be
returned to such intermediary so that the intermediary can vote the Big Horn Shares on the
Big Horn Shareholder's behalf.

DATED at Calgary, Alberta, this 22nd day of June, 2001.

> By Order of the Board of Directors
>       (signed) "Reginald J. Greenslade"
>       Reginald J. Greenslade
>       President and Chief Executive Officer
> 
> Action No. 0101-11962
>         IN THE COURT OF QUEEN'S BENCH OF ALBERTA
>         JUDICIAL DISTRICT OF CALGARY
>     IN THE MATTER OF SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT
>     R.S.C. 1985, c. C-44, AS AMENDED;
>     IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING WESTLINKS RESOURCES
>     LTD., 3779041 CANADA LTD., BIG HORN RESOURCES LTD. AND BIG HORN SHAREHOLDERS
>     NOTICE OF PETITION
> 
> NOTICE IS HEREBY GIVEN that a petition (the "Petition")
> has been filed with the Court of Queen's Bench of Alberta, Judicial District of Calgary,
> (the "Court") on behalf of Big Horn Resources Ltd. ("Big Horn")
> with respect to a proposed arrangement (the "Arrangement") under Section
> 192 of the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended
> (the "CBCA"), involving Westlinks Resources Ltd. ("Westlinks"),
> 3779041 Canada Ltd. ("3779041"), Big Horn and the holders of common
> shares of Big Horn (the "Big Horn Shareholders"), which Arrangement is
> described in greater detail in the Information Circular and Proxy Statement of Big Horn
> dated June 22, 2001, accompanying this Notice of Petition. At the hearing of the Petition,
> Big Horn intends to seek:
> 
> (a) a declaration that the terms and conditions of the Arrangement are
>         fair to the persons affected;
>         (b) an order approving the Arrangement pursuant to the provisions of
>         Section 192 of the CBCA; and
>         (c) such other and further orders, declarations and directions as the
>         Court may deem just.
> AND NOTICE IS FURTHER GIVEN that the said Petition is directed to
> be heard before the Honourable Justice S. M. Bensler at the Courthouse, 611  4th
> Street S.W., Calgary, Alberta, Canada, on July 27, 2001 at 1:30 p.m. (Calgary time) or as
> soon thereafter as counsel may be heard. Any Big Horn Shareholder or other interested
> party desiring to support or oppose the Petition may appear at the time of the hearing in
> person or by counsel for that purpose provided such Big Horn Shareholder or other
> interested party files with the Court and serves upon Big Horn on or before July 24, 2001
> a notice of intention to appear setting out such Big Horn Shareholder's or interested
> party's address for service and indicating whether such Big Horn Shareholder or interested
> party intends to support or oppose the Petition or make submissions, together with any
> evidence or materials which are to be presented to the Court. Service on Big Hornis
> to be effected by delivery to its solicitors at the address set forth below.
> AND NOTICE IS FURTHER GIVEN that, at the hearing and subject to the
> foregoing, Big HornShareholders and any other interested persons will be entitled
> to make representations as to, and the Court will be requested to consider, the fairness
> of the Arrangement. If you do not attend, either in person or by counsel, at that time,
> the Court may approve or refuse to approve the Arrangement as presented, or may approve it
> subject to such terms and conditions as the Court may deem fit, without any further
> notice.
> AND NOTICE IS FURTHER GIVEN that the Court, by an Interim Order
> dated June 22, 2001, has given directions as to the calling and holding of a special
> meeting of the Big HornShareholders for the purpose of such Big HornShareholders
> voting upon a special resolution to approve the Arrangement and, in particular, has
> directed that such Big HornShareholders shall have the right to dissent under the
> provisions of Section 190 of the CBCA upon compliance with the terms of the Interim Order.
> AND NOTICE IS FURTHER GIVEN that a copy of the said Petition and
> other documents in the proceedings will be furnished to any Big HornShareholder or
> other interested party requesting the same by the undermentioned solicitors for Big Hornupon written request delivered to such solicitors as follows:
> 
> Donahue Ernst & Young 
>         1000, 440  2nd Avenue S.W. 
>         Calgary, Alberta T2P 5E5 
>         Attention: L.A. (Lou) Cusano
> DATED at the City of Calgary, in the Province of Alberta, this 22nd
> day of June, 2001.
> 
> BY ORDER OF THE BOARD OF DIRECTORS OF BIG HORN RESOURCES LTD. (signed) "Reginald J. Greenslade"
>         Reginald J. Greenslade
>         President and Chief Executive Officer
>         Big Horn Resources Ltd.
> INFORMATION CIRCULAR AND PROXY STATEMENT
> 
> INTRODUCTION
> 
> This Information Circular is furnished in connection with the
> solicitation of proxies by the management of Big Horn for use at the Meeting to be held on
> July 23, 2001, and any adjournment thereof. No person has been authorized to give any
> information or make any representations in connection with the Arrangement or other
> matters to be considered at the Meeting other than those contained in this Information
> Circular and if given or made, any such information or representation must not be relied
> upon as having been authorized.
> 
> The Information concerning Westlinks and Subco contained in this
> Information Circular has been provided by Westlinks. Although Big Horn has no knowledge
> that would indicate that any of such information is untrue or incomplete, Big Horn does
> not assume any responsibility for the accuracy or completeness of such information or the
> failure by Westlinks to disclose events which may have occurred or may affect the
> completeness or accuracy of such information but which are unknown to Big Horn.
> 
> 
> The Meeting has been called for the purpose of, among other things,
> considering and if deemed advisable, passing the Special Resolution approving the
> Arrangement.
> 
> All summaries of, and references to, the Arrangement in this
> Information Circular are qualified in their entirety by reference to the complete text of
> the Plan of Arrangement, a copy of which is attached as Schedule A to Appendix A to
> this Information Circular. You are urged to carefully read the full text of the Plan of
> Arrangement.
> 
> 
> All capitalized terms used in this Information Circular but not
> otherwise defined herein have the meanings set forth herein under "Glossary of
> Terms". In this Information Circular, unless otherwise specified, all dollar amounts
> are expressed in Canadian dollars. Information contained in this Information Circular is
> given as of June 22, 2001, unless otherwise specifically stated. Details of the
> Arrangement are set forth below under "Part I - The Arrangement".
> INFORMATION FOR UNITED STATES SECURITYHOLDERS
> 
> 
> The Westlinks Common Shares, Westlinks Preferred Shares and Westlinks
> Options to be issued under the Arrangement have not been registered under the United
> States Securities Act of 1933, as amended (the "1933 Act"),
> and are being issued in reliance on the exemption from registration requirements set forth
> in Section 3(a)(10) thereof. Any offers to resell or resales into the United States or to
> a U.S. person of Westlinks Common Shares or Westlinks Preferred Shares received under the
> Arrangement or by persons who, immediately prior to the Arrangement, were
> "affiliates" (generally, controlling persons or members of a control group) of
> Westlinks or Big Horn are subject to restrictions under the 1933 Act. See "Part I -
> The Arrangement - Other Legal Matters - Resale of Westlinks Common Shares".
> 
> The solicitation of proxies is not subject to the requirements of
> Section 14(a) of the Securities Exchange Act of 1934, as amended (the "1934
> Act"). Accordingly, this Information Circular has been prepared in accordance
> with disclosure requirements applicable in Canada. Securityholders in the United States
> should be aware that such requirements are different from those of the United States
> applicable to registration statements under the 1933 Act and proxy statements under the
> 1934 Act. The financial statements of Westlinks and Big Horn included in this Information
> Circular have been prepared in accordance with Canadian generally accepted accounting
> principles and are subject to Canadian auditing and auditor independence standards, and
> thus are not comparable in all respects to financial statements of United States
> companies. Likewise, information concerning assets and operations of Westlinks and Big
> Horn contained herein has been prepared in accordance with Canadian standards and is not
> comparable in all respects to similar information for United States companies.
> Tax considerations applicable to United States Securityholders have not
> been disclosed in this Information Circular. United States Securityholders are advised to
> consult their tax advisors to determine the particular tax consequences to them of the
> Arrangement. The enforcement by investors of civil liabilities under the United States
> securities laws may be affected adversely by the fact that Westlinks and Big Horn are
> organized under the laws of a jurisdiction outside the United States, that their officers
> and directors are residents of countries other than the United States, that the experts
> named in this Information Circular are residents of countries other than the United
> States, and that all or a substantial portion of the assets of Westlinks, Big Horn and
> such persons may be located outside the United States.
> THE WESTLINKS COMMON SHARES, WESTLINKS PREFERRED SHARES AND WESTLINKS
> OPTIONS TO BE DISTRIBUTED IN CONNECTION WITH THE ARRANGEMENT HAVE NOT BEEN APPROVED OR
> DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR SECURITIES REGULATORY AUTHORITY
> IN ANY STATE, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORY
> AUTHORITY OF ANY STATE PASSED ON THE ADEQUACY OR ACCURACY OF THIS INFORMATION CIRCULAR.
> ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
> 
> GLOSSARY OF TERMS
> 
> 
> The following is a glossary of certain terms used in this Information
> Circular including the Summary hereof. Terms and abbreviations used in the Appendices to
> this Information Circular are defined separately and the terms and abbreviations defined
> below are not used therein, except where otherwise indicated.
> 
> "Acquisition Proposal" means any inquiry or proposal
> (other than an inquiry or proposal made with respect to the Arrangement) regarding (i) any
> merger, amalgamation, consolidation, share exchange, business combination or other similar
> transaction or series of related transactions involving Westlinks or Big Horn, as the case
> may be, or any of their respective subsidiaries, (ii) any sale, lease, exchange, transfer
> or other disposition of assets of Westlinks or Big Horn, as the case may be, or any of
> their respective subsidiaries other than in the ordinary course of business thereof and
> consented to by the other party hereto, (iii) any tender offer, take-over bid,
> exchange offer or similar transaction by any person involving the acquisition of
> securities of Westlinks or Big Horn, as the case may be, or any of their respective
> subsidiaries, (iv) any recapitalization, reorganization, liquidation, material sale or
> issue of treasury securities or rights or interests therein or thereto or rights or
> options to acquire any material number of treasury securities or any type of similar
> transaction which would or could constitute a de facto change in control of
> Westlinks or Big Horn, as the case may be, or any of their respective subsidiaries, or (v)
> any other similar transaction or series of related transactions which would or could
> constitute a de facto change in control of Westlinks or Big Horn, as the case may
> be, or any of their respective subsidiaries or which would or could hinder the
> consummation of the transactions contemplated by, or otherwise defeat the purpose of, the
> Arrangement Agreement;
> 
> "affiliate" has the meaning set forth in the CBCA;
> 
> "Amalco" means the corporation formed upon the
> amalgamation of Big Horn and Subco pursuant to the Arrangement;
> 
> "Amalco Common Shares" means the common shares of
> Amalco to be issued to Westlinks at the Effective Time and having the rights, privileges,
> restrictions and conditions set forth in the Plan of Arrangement;
> 
> "Arrangement" means the arrangement under the
> provisions of section 192 of the CBCA on the terms and conditions set forth in the
> Plan of Arrangement, subject to any amendment or supplement thereto made in accordance
> therewith or at the direction of the Court in the Final Order;
> 
> "Arrangement Agreement" means the arrangement
> agreement dated effective May 16, 2001, as amended, among Big Horn, Westlinks and
> Subco, pursuant to which Big Horn, Westlinks and Subco have proposed to implement the Plan
> of Arrangement, a copy of which is set forth in Appendix A to this Information Circular,
> including any amendments thereto;
> 
> "Arrangement Proposal" means the letter agreement
> dated April 24, 2001 between Big Horn and Westlinks;
> 
> "Articles of Arrangement" means articles of
> arrangement in respect of the Arrangement required by the CBCA to be filed with the
> Director after the Final Order is made;
> 
> "Big Horn" means Big Horn Resources Ltd., a
> corporation amalgamated and existing under the CBCA;
> 
> "Big Horn Board" means the board of directors of Big
> Horn;
> 
> "Big Horn Optionholders" means the holders of Big Horn
> Options;
> 
> "Big Horn Options" means the options to purchase Big
> Horn Shares outstanding under the Big Horn Share Option Plan;
> 
> "Big Horn Registered Shareholder" means a registered
> holder of Big Horn Shares immediately prior to the Effective Date or any person who
> surrenders to the Depositary certificates representing Big Horn Shares duly endorsed for
> transfer to such person;
> 
> "Big Horn Reserve Report" means the report of McDaniel
> & Associates Consultants Ltd. evaluating certain hydrocarbon reserves of Big Horn and
> the estimated future cash flow from such reserves, effective January 1, 2001 and dated
> March 9, 2001;
> 
> "Big Horn Securities" means Big Horn Shares and/or Big
> Horn Options, as the case may be;
> 
> "Big Horn Securityholder" means a Big Horn Shareholder
> and/or a Big Horn Optionholder, as the case may be;
> 
> "Big Horn Shareholders" means the holders of Big Horn
> Shares at the applicable time;
> 
> "Big Horn Shares" means the common voting shares which
> Big Horn is authorized to issue as constituted on the date hereof;
> 
> "Big Horn Share Option Plan" means the stock option
> plan adopted by Big Horn, as amended;
> 
> "Business Day" means any day, other than a Saturday, a
> Sunday or a statutory holiday in Calgary, Alberta;
> 
> "Cash Election" means the election which may be made
> by a Big Horn Shareholder under the Arrangement to exchange all of the Big Horn Shares
> owned by such Big Horn Shareholder on the basis of $0.22 cash (represented, prior to the
> Redemption Date, by a Special Share) and 0.74 of a Westlinks Preferred Share for each Big
> Horn Share;
> 
> "CBCA" means the Canada Business Corporations Act;
> 
> "CDNX" means The Canadian Venture Exchange, Inc.;
> 
> "Certificate" means the certificate giving effect to
> the Arrangement pursuant to subsection 192(7) of the CBCA;
> 
> "Confidentiality Agreement" means the confidentiality
> agreement dated April 12, 2001 between Westlinks and Big Horn;
> 
> "Court" means the Court of Queen's Bench of Alberta;
> 
> "CVMQ" means the Commission des valeurs mobilie'res du
> Que'bec;
> 
> "Depositary" means Olympia Trust Company and, in
> Toronto, its agent Equity Transfer Services Inc., being the depositary appointed by
> Westlinks for the purpose of, among other things, exchanging certificates representing Big
> Horn Shares for Westlinks Common Shares or Westlinks Preferred Shares and Special Shares,
> as the case may be, and distributing the Redemption Proceeds to Big Horn Shareholders who
> make a Cash Election or who are deemed to make a Cash Election under the Arrangement;
> 
> "Director" means the Director appointed pursuant to
> section 260 of the CBCA;
> 
> "Disclosed Information" means all written and verbal
> information of either Westlinks or Big Horn disclosed pursuant to the Confidentiality
> Agreement;
> 
> "Dissent Procedures" means the procedures set forth in
> section 190 of the CBCA, as modified by the Interim Order, required to be taken by a
> registered holder of Big Horn Shares to exercise the right of dissent in respect of such
> Big Horn Shares in connection with the Arrangement;
> 
> "Dissenting Shareholders" means the registered holders
> of Big Horn Shares who dissent in respect of the Arrangement in strict compliance with the
> Dissent Procedures;
> 
> "Effective Date" means the date set out in the
> Certificate as being the effective date in respect of the Arrangement;
> 
> "Effective Time" means 12:01 a.m. (Calgary time) on
> the Effective Date;
> 
> "Election Deadline" means 4:00 p.m. (Calgary time) on
> the date which is one Business Day prior to the day of the Meeting;
> 
> "EuroGas" means Eurogas, Inc.;
> 
> "EuroGas Agreement" means the letter agreement dated
> effective April 23, 2001, as amended, whereby Westlinks agreed to purchase up to an
> aggregate of 10,401,500 Big Horn Shares from EuroGas;
> 
> "Excluded Shareholders" means Westlinks, any other
> company beneficially owned or controlled by Westlinks, and any of Westlinks' associates,
> affiliates and insiders;
> 
> "Final Order" means the order of the Court pursuant to
> subsection 192(4) of the CBCA approving the Arrangement, as such order may be amended or
> modified at any time prior to the Effective Date;
> 
> "Information Circular" means this information circular
> and proxy statement dated June 22, 2001, together with all appendices hereto and
> including the summary hereof, distributed to Big Horn Shareholders by Big Horn in
> connection with the Meeting;
> 
> "Interim Order" means the interim order of the Court,
> as such order may be amended, pursuant to subsection 192(4) of the CBCA made in connection
> with the Arrangement;
> 
> "Letter of Transmittal and Election Form" means the
> letter of transmittal and election form in the form accompanying this Information
> Circular;
> 
> "Material Adverse Effect", in relation to any event or
> change, means an effect that is or would reasonably be expected to be materially adverse
> to the financial condition, operations, assets, liabilities, or business of Big Horn or
> Westlinks, as the case may be, and their respective subsidiaries (considered as a whole);
> provided that a Material Adverse Effect shall not include an adverse effect resulting from
> a change (i) that arises out of the usual and ordinary course of business;
> (ii) that arises out of a matter that has been publicly disclosed or otherwise
> disclosed in writing by a party to the other; (iii) that results from conditions
> affecting the oil and gas industry generally; (iv) that results from general
> economic, financial, currency exchange, securities or commodity market conditions in
> Canada or elsewhere; or (v) that results from the drilling, completion or testing of
> any well where such activities establish that the well or prospect is not commercially
> viable or is less capable than anticipated by either Big Horn or Westlinks, as the case
> may be;
> 
> "Meeting" means the special meeting, including any
> adjournments or postponements thereof, of the Big Horn Shareholders to be held to
> consider, and if deemed advisable, to approve, among other things, the Arrangement;
> 
> "Minority Shareholders" means all Big Horn
> Shareholders other than Excluded Shareholders;
> 
> "NASDAQ" means the Nasdaq Stock Market;
> 
> "Non-Registered Big Horn Shareholder" means a person
> who is a beneficial owner of Big Horn Shares, but not a Big Horn Registered Shareholder;
> 
> "Notice of Dissent" means a written objection to the
> Special Resolution completed and delivered by a Big Horn Registered Shareholder in
> accordance with the Dissent Procedures;
> 
> "Notice of Meeting" means the notice of the Meeting
> which accompanies this Information Circular;
> 
> "Notice of Petition" means the notice of the petition
> of Big Horn to the Court for the Final Order which accompanies this Information Circular;
> 
> "Odd-lot Shareholder" means any Big Horn Shareholder
> who, if a Share Election were made in respect of the Big Horn Shares held by such Big Horn
> Shareholder, would end up holding less than 100 Westlinks Common Shares following the
> implementation of the Arrangement;
> 
> "OSC" means the Ontario Securities Commission;
> 
> "person" means any individual, partnership, firm,
> trust, body corporate, government, governmental body, agency or instrumentality,
> unincorporated body of persons or association;
> 
> "Plan of Arrangement" means the plan of arrangement
> attached as Schedule A to Appendix A to this Information Circular and any
> amendment or variation thereto;
> 
> "Policy Q-27" means Policy Q-27 of the CVMQ;
> 
> "Record Date" means the close of business on
> June 18, 2001;
> 
> "Redemption Date" means the first Business Day
> following the Effective Date;
> 
> "Redemption Price" means the redemption price of $0.22
> payable in respect of each Special Share at the Redemption Time;
> 
> "Redemption Proceeds" means, in respect of a number of
> Special Shares, the product of that number of Special Shares multiplied by the Redemption
> Price;
> 
> "Redemption Time" means 10:00 a.m. (Calgary time) on
> the Redemption Date;
> 
> "Rule 61-501" means Rule 61-501 of the OSC;
> 
> "Share Election" means the election which may be made
> by a Big Horn Shareholder under the Arrangement to exchange all of the Big Horn Shares
> owned by such Big Horn Shareholder for Westlinks Common Shares on the basis of 0.1905 of a
> Westlinks Common Share for each Big Horn Share;
> 
> "Special Resolution" means the special resolution of
> Big Horn Shareholders approving, among other things, the Arrangement in the form set forth
> in Appendix C to this Information Circular to be voted upon at the Meeting;
> 
> "Special Shares" means the redeemable special shares
> of Amalco to be issued to Big Horn Shareholders who make a Cash Election or who are deemed
> to make a Cash Election at the Effective Time and to be redeemed by Amalco at the
> Redemption Time;
> 
> "Subco" means 3779041 Canada Ltd., a wholly-owned
> subsidiary of Westlinks incorporated and existing under the CBCA;
> 
> "Subco Resolution" means the resolution of the sole
> shareholder of Subco approving the Arrangement;
> 
> "subsidiary" has the meaning set forth in the CBCA;
> 
> "Superior Proposal" means an unsolicited bona fide
> written Acquisition Proposal that if consummated in accordance with the terms thereof,
> would result in a transaction more favourable from a financial point of view to the Big
> Horn Shareholders than the Arrangement;
> 
> "Tax Act" means the Income Tax Act, R.S.C. 1985, c.1
> (5th Supplement), as amended;
> 
> "TSE" means The Toronto Stock Exchange Inc.;
> 
> "Westlinks" means Westlinks Resources Ltd., a
> corporation amalgamated and existing under the Business Corporations Act (Alberta);
> 
> "Westlinks Board" means the board of directors of
> Westlinks;
> 
> "Westlinks Common Shares" means the common voting
> shares which Westlinks is authorized to issue as constituted on the date hereof;
> 
> "Westlinks Option" means an option to acquire a
> Westlinks Common Share;
> 
> "Westlinks Preferred Shares" means the first preferred
> shares, Series I of Westlinks to be added to Westlinks' share capital and to be issued to
> holders of Big Horn Shares who make a Cash Election or who are deemed to make a Cash
> Election and having the rights, privileges, restrictions and conditions set forth in
> Schedule A to the Plan of Arrangement; and
> 
> "Westlinks Reserve Report" means the report of Sproule
> Associates Limited evaluating certain hydrocarbon reserves of Westlinks and the estimated
> future cash flows from such reserves, effective January 1, 2001 and dated March 30, 2001
> (in the case of the constant price evaluation) and April 4, 2001 (in the case of the
> escalated price evaluation).
> 
> Words importing the singular include the plural and vice versa and
> words importing any gender include all genders.
> 
> All dollar amounts herein are in Canadian dollars, unless otherwise
> stated.
> ABBREVIATIONS

|Oil
    and Natural Gas Liquids                                                                                                                                                                                           | Natural
    Gas                                                                                                                                                                                                                
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Bbl barrel
      Bbls barrels
      Mbbls thousand barrels
      Mmbbls million barrels
      Mstb 1,000 stock tank barrels
      Bbls/d barrels per day
      BOPD barrels of oil per day
      NGLs natural gas liquids | Mcf thousand cubic feet
      Mmcf million cubic feet
      Mcf/d thousand cubic feet per day
      Mmcf/d million cubic feet per day
      MMBTU million British Thermal Units
      Bcf billion cubic feet
      GJ gigajoule

Other

> AECO Alberta Energy Company's natural gas storage facility located
>         at Suffield, Alberta.
>         API American Petroleum Institute
>         API an indication of the specific gravity of crude oil measured on the
>         API gravity scale. Liquid petroleum with a specified gravity of 28 API or higher is
>         generally referred to as light crude oil.
>         ARTC Alberta Royalty Tax Credit
>         BOE barrel of oil equivalent of natural gas and crude oil on the basis
>         of 1 BOE for 10 Mcf of natural gas (this conversion factor is an industry accepted norm
>         and is not based on either energy content or current prices)
>         BOE/D barrel of oil equivalent per day
>         m3 cubic metres
>         MBOE 1,000 barrels of oil equivalent
>         WTI West Texas Intermediate, the reference price paid in U.S. dollars
>         at Cushing, Oklahoma for crude oil of standard grade

CONVERSION

The following table sets forth certain standard conversions from
Standard Imperial Units to the International System of Units (or metric units).

|To
    Convert From | To               | Multiply
    By
|------------------- | ---------------- | ---------------
|Mcf                 | Cubic
    metres | 28.174         
|Cubic
    metres    | Cubic
    feet   | 35.494         
|Bbls                | Cubic
    metres | 0.159          
|Cubic
    metres    | Bbls
    oil     | 6.290          
|Feet                | Metres           | 0.305          
|Metres              | Feet             | 3.281          
|Miles               | Kilometres       | 1.609          
|Kilometres          | Miles            | 0.621          
|Acres               | Hectares         | 0.405          
|Hectares            | Acres            | 2.471          

SUMMARY

This summary is qualified in its entirety by the more detailed
information appearing elsewhere in the Notice of Meeting, Notice of Petition and this
Information Circular, including the Appendices hereto. Terms with initial capital letters
in this Summary are defined in the Glossary of Terms set out elsewhere in this Information
Circular.

The Meeting

The Meeting will be held at the offices of Donahue Ernst & Young
LLP, 1000, 440  2nd Avenue S.W., Calgary, Alberta on Monday, July 23, 2001, at
9:00 a.m. (Calgary time) for the purposes set forth in the accompanying Notice of
Meeting. The business of the Meeting will be to consider and vote upon the Arrangement.
See "Part I - The Arrangement".

The Arrangement

The Arrangement Agreement and the Plan of Arrangement provide for,
among other things, the amalgamation of Big Horn and Subco pursuant to which each Big Horn
Shareholder (other than Big Horn Registered Shareholders who properly exercise their
dissent rights in accordance with the Dissent Procedures) will have the choice of
receiving, as consideration for all of its Big Horn Shares, either of the following:

> 1. 1.0 Special Share (redeemable for $0.22) and 0.74 of a Westlinks
>     Preferred Share for each Big Horn Share (the "Cash Election"); or
>     2. 0.1905 of a Westlinks Common Share for each Big Horn Share (the
>     "Share Election").
>     On the first Business Day following the Effective Date of the
>     Arrangement, all Special Shares shall be redeemed by Amalco.

Big Horn Shareholders who fail to properly complete and return the
Letter of Transmittal and Election Form by the Election Deadline will be deemed to have
made a Cash Election.

Notwithstanding that a Share Election is made by a Big Horn
Shareholder, if such Big Horn Shareholder is an Odd-lot Shareholder, such Big Horn
Shareholder will be deemed to have made a Cash Election notwithstanding any election
actually made.

Each outstanding Big Horn Option (which has not been exercised or
otherwise terminated or cancelled prior to the Effective Time) and all rights pertaining
to the ownership thereof shall be exchanged for Westlinks Options on the basis of 0.1905
of a Westlinks Option for each Big Horn Option held. Each whole Westlinks Option shall
provide for an exercise price per Westlinks Common Share equal to the exercise price per
share of such Big Horn Option immediately prior to the Effective Time divided by 0.1905.
The term to expiry, conditions to and manner of exercising, vesting schedule, and all
other terms and conditions of such Westlinks Options will otherwise be unchanged from
those of the Big Horn Options. Prior to the date hereof, each Big Horn Optionholder has
entered into an agreement with Big Horn and Westlinks, whereby such Big Horn Optionholder
has agreed to exchange its Big Horn Options for Westlinks Options on the basis specified
above.

No fractional Westlinks Common Shares, Special Shares or Westlinks
Preferred Shares shall be issued pursuant to the Arrangement or on the exercise of
Westlinks Options issued pursuant to the Arrangement. In the event that the exchange
ratios referred to above would in any case result in: (i) a Big Horn Shareholder being
entitled to a fractional Westlinks Common Share, Special Share or Westlinks Preferred
Share, or (ii) a Westlinks Option being exercisable for a fraction of a Westlinks Common
Share, then such fractional Westlinks Common Shares (or the number of Westlinks Common
Shares subject to a Westlinks Option, as the case may be), Special Shares or Westlinks
Preferred Shares shall be rounded up to the next highest whole number of Westlinks Common
Shares, Special Shares or Westlinks Preferred Shares, as the case may be. In calculating
such fractional interests, all Big Horn Securities registered in the name of a Big Horn
Securityholder or a nominee of such holder shall be aggregated. See "Part I -
The Arrangement  Details of the Arrangement".

The respective obligations of Westlinks, Subco and Big Horn to complete
the transactions contemplated by the Arrangement are subject to a number of conditions
which must be satisfied in order for the Arrangement to become effective. See "Part
I  The Arrangement  Details of the Arrangement  Conditions to the
Arrangement". Upon all of the conditions being fulfilled or waived, Big Horn is
required to file a copy of the Final Order and the Articles of Arrangement with the
Director in order to give effect to the Arrangement.

Special Shares

The Special Shares are non-voting and carry no
dividend entitlement. At the Redemption Time, all Special Shares will be redeemed by
Amalco for an amount per Special Share equal to the Redemption Price. Westlinks has
covenanted that it shall, immediately prior to the Effective Date provide Subco with the
necessary funds to enable Amalco to redeem all of the Special Shares issued to Big Horn
Shareholders as part of the Arrangement. No certificates representing Special Shares to be
issued to Big Horn Shareholders who make a Cash Election or who are deemed to make a Cash
Election shall be issued to such Big Horn Shareholders. Amalco shall deliver to the
Depositary one certificate representing the aggregate number of Special Shares required to
be issued to Big Horn Shareholders who are entitled to receive Special Shares as partial
consideration for their Big Horn Shares pursuant to the Arrangement, which certificate
shall be held by the Depositary as agent and nominee for such Big Horn Shareholders until
the Redemption Time and, until the Redemption Time, the interests of such Big Horn
Shareholders in Special Shares shall be represented by entries on the register of Amalco
maintained by the Depositary in respect of the Special Shares. At the Redemption Time, the
Depositary shall issue a cheque representing the aggregate Redemption Proceeds to which
each Big Horn Shareholder who makes a Cash Election or who is deemed to make a Cash
Election is entitled in respect of the Special Shares issued to such Big Horn Shareholder
pursuant to the Arrangement. Payment of $0.22 per Special Share will be effected by a Big
Horn Shareholder delivering its duly executed Letter of Transmittal and Election Form
together with the certificate(s) representing its Big Horn Shares to the Depositary. See
"Part I - The Arrangement  Details of the Arrangement  The
Arrangement Agreement".

Westlinks Preferred Shares

Each whole Westlinks Preferred Share will be redeemable at any time by
Westlinks for $0.85. Holders of Westlinks Preferred Shares may require Westlinks to redeem
all or any of the Westlinks Preferred Shares held by them at any time following the first
anniversary of the issuance thereof. All of the Westlinks Preferred Shares are non-voting.
Westlinks Preferred Shares will be transferrable. Holders of Westlinks Preferred Shares
are not entitled to receive any dividends until the first anniversary of the date of
issuance of such Westlinks Preferred Shares, from and after which holders of Westlinks
Preferred Shares shall be entitled to receive fixed cumulative preferential cash dividends
of $0.085 per share per annum, payable quarterly. There is no public market for the
Westlinks Preferred Shares and none is expected to develop. See "Part II 
Information Respecting Westlinks Resources Ltd.  Description of Westlinks Share
Capital  Preferred Shares " and "Plan of Arrangement 
Schedule A".

Effect of the Arrangement Upon Securityholders

After the completion of the Arrangement, Amalco will be a wholly-owned
subsidiary of Westlinks and Big Horn Shareholders (other than Westlinks and any Dissenting
Shareholders) will be holders of Westlinks Common Shares, or Special Shares and Westlinks
Preferred Shares, as the case may be. Big Horn Optionholders will become holders of
Westlinks Options.

After giving effect to the cancellation of the Big Horn Shares owned by
Westlinks pursuant to the Arrangement and assuming there are no Dissenting Shareholders,
that no Big Horn Options are exercised prior to the Effective Time and that all Big Horn
Shareholders (other than Westlinks) make a Share Election and disregarding the effects of
the treatment of any Odd-lot Shareholders or fractional shares under the Arrangement,
there will be approximately 3,780,795 Westlinks Common Shares issued to Big Horn
Shareholders pursuant to the Arrangement. As a result, there will be approximately
9,454,434 Westlinks Common Shares issued and outstanding immediately following completion
of the Arrangement. Former holders of Westlinks Common Shares will hold approximately
5,673,639 Westlinks Common Shares immediately following completion of the Arrangement
representing approximately 60.0% (basic) of the issued and outstanding Westlinks Common
Shares. Former holders of Big Horn Shares will hold approximately 3,780,795 Westlinks
Common Shares immediately following completion of the Arrangement representing
approximately 40.0% (basic) of the issued and outstanding Westlinks Common Shares. In
addition, Westlinks Options entitling the holders thereof to acquire approximately 460,915
Westlinks Common Shares will be issued in exchange for Big Horn Options at the Effective
Time. See "Part I - The Arrangement - Effect of the Arrangement
Upon Securityholders", "Part IV - Pro Forma Information After
Giving Effect To The Arrangement" and "Appendix H - Pro Forma
Financial Statements" attached hereto.

The Westlinks Board and Westlinks Management

Pursuant to the terms of the Arrangement Agreement, Westlinks has
covenanted that it shall use commercially reasonable efforts to ensure that, as soon as
practicable following the Effective Time, members of the Westlinks Board resign such that
the Westlinks Board may be reconstituted to consist of five persons. Three of such persons
shall be nominees of the current Westlinks Board and the remaining two shall be nominees
of the current Big Horn Board. Westlinks has also covenanted to use reasonable commercial
efforts to cause the appointment of the nominees of Big Horn to fill the vacancies so
created in order to effect the foregoing without the necessity of a shareholder meeting of
Westlinks. See "Part I - The Arrangement - Appointment of Directors".

Following the Effective Time, all of the existing employees and
contractors of Big Horn will become employees and contractors of Westlinks. With respect
to the employees and contractors of Westlinks, Big Horn has covenanted to advise Westlinks
which employees and contractors, if any, it wishes Westlinks to retain. Except for those
employees and/or contractors in respect of which Big Horn so advises, Westlinks has agreed
to terminate the employment or contract of all its employees and contractors immediately
prior to the Effective Time on terms satisfactory to Big Horn, acting reasonably.

Procedure for the Arrangement to Become Effective

Procedural Steps

The Arrangement is proposed to be carried out pursuant to section 192
of the CBCA. The following procedural steps must be taken in order for the Arrangement to
become effective:

> 1. the Arrangement must be approved by the Big Horn Shareholders in the
>     manner set forth in the Interim Order;
>     2. the Court, or the highest court to which an appeal may be applied
>     for, must grant the Final Order approving the Arrangement;
>     3. all conditions precedent to the Arrangement, as set forth in the
>     Arrangement Agreement, must be satisfied or waived by the appropriate party; and
>     4. the Final Order and Articles of Arrangement in the form prescribed
>     by the CBCA must be filed with the Director, and the Certificate must be issued by the
>     Director therefor.

Big Horn Shareholder Approvals

Pursuant to the terms of the Interim Order, the Special Resolution
must, subject to further order of the Court, be approved by at least 66 2/3% of the votes
cast by Big Horn Shareholders, voting as a class, present in person or by proxy at the
Meeting. Pursuant to the EuroGas Agreement, Westlinks has acquired 8,275,500 Big Horn
Shares representing approximately 29.43% of the issued and outstanding Big Horn Shares.
Westlinks intends to vote these shares in favour of the Arrangement. In addition, as the
Arrangement is a "going private transaction" within the meaning of Rule 61-501,
the Special Resolution must also be confirmed by a simple majority of the votes cast, in
person or by proxy at the Meeting, by the Minority Shareholders.

Notwithstanding the foregoing, the Special Resolution authorizes the
Big Horn Board, without further notice to or approval of the Big Horn Shareholders,
subject to the terms of the Arrangement, to amend the Arrangement, to decide not to
proceed with the Arrangement, and to revoke such Special Resolution at any time prior to
the Arrangement becoming effective pursuant to the provisions of the CBCA. See
Appendix C to this Information Circular for the full text of the Special Resolution.

Subco Shareholder Approval

Westlinks, as sole shareholder of Subco, has covenanted that it will
vote in favour of the Arrangement.

Court Approval

On June 22, 2001, Big Horn obtained the Interim Order providing
for the calling and holding of the Meeting and other procedural matters. The Interim Order
is attached as Appendix B to this Information Circular.

Subject to the terms of the Arrangement Agreement and, if the Special
Resolution is approved at the Meeting, Big Horn will make an application to the Court for
the Final Order at the Court House, 611 - 4th Street S.W., Calgary, Alberta on July
27, 2001, at 1:30 p.m.(Calgary time) or as soon thereafter as counsel may be
heard. The Notice of Petition for the Final Order accompanies this Information Circular.

Regulatory Approvals

The Arrangement Agreement provides that receipt of all regulatory
approvals including, without limitation, the conditional approval of the CDNX and NASDAQ
to the listing of the Westlinks Common Shares to be issued pursuant to the Arrangement, is
a condition precedent to the Arrangement becoming effective.

Letter of Transmittal and Election Form

The Letter of Transmittal and Election Form which is enclosed with this
Information Circular sets forth the details of the procedure for each Big Horn Shareholder
to make, in respect of the Big Horn Shares held by such Big Horn Shareholder, either the
Cash Election or the Share Election, and the procedure for surrendering the certificates
for all such Big Horn Shares held by such Big Horn Shareholder to the Depositary. If a
share certificate has been lost or destroyed, the enclosed Letter of Transmittal and
Election Form must be completed as fully as possible and forwarded, together with a letter
describing the loss, to the Depositary. The Depositary will respond with the replacement
requirements for lost or destroyed certificates. If the Arrangement is not effected, all
certificate(s) representing Big Horn Shares received by the Depositary will be returned as
soon as practicable. Any Big Horn Shareholder who has made an incomplete or invalid
election in a Letter of Transmittal and Election Form or who has not submitted a completed
and executed Letter of Transmittal and Election Form such that it is received by the
Depositary prior to or at the Election Deadline will be deemed to have made a Cash
Election.

Purpose and Benefits of the Arrangement

The purpose of the Arrangement is to create a larger oil and gas
exploration and production company with greater capitalization. The directors and
management of Westlinks and Big Horn believe that the Arrangement provides a number of
benefits including:

> 1. greater financial and human resources creating a stronger, more
>     competitive company with better access to capital, both in Canada and the United States;
>     2. an enhanced ability to maximize the development and exploration
>     opportunities of the two companies and to capture new opportunities;
>     3. a synergistic fit of assets enhancing the combined company's
>     competitive position in its core areas;
>     4. a good fit of people skills providing a well balanced company with
>     strengths in all areas of operations;
>     5. elimination of redundant general and administrative costs;
>     6. increased market capitalization and improved liquidity of investment
>     for shareholders; and
>     7. a tax effective transaction providing for a tax free rollover of Big
>     Horn Shares into Westlinks Common Shares or Special Shares and Westlinks Preferred Shares,
>     as the case may be.

See "Part I - The Arrangement - Purpose and
Benefits of the Arrangement".

Recommendation of the Board of Directors of Big Horn

The Big Horn Board has determined that the Arrangement is in the best
interests of Big Horn, is fair, from a financial point of view, to the Big Horn
Shareholders and should be placed before the Big Horn Shareholders for their approval. The
Big Horn Board unanimously recommends that Big Horn Shareholders vote in favour of the
Arrangement.

Canadian Income Tax Considerations

The exchange of Big Horn Shares held by residents of Canada for
Westlinks Common Shares pursuant to the Arrangement will generally not give rise to a
capital gain or capital loss under the Tax Act. The exchange of Big Horn Shares held by
residents of Canada for a combination of Special Shares and Westlinks Preferred Shares
under the Arrangement will generally not give rise to a capital gain or loss under the Tax
Act. At such time as the Special Shares or Westlinks Preferred Shares are redeemed, the
shareholder may be deemed to have received a dividend and may realize a capital gain or
loss. See "Part I - The Arrangement - Canadian Federal Income Tax
Considerations". Big Horn Shareholders are advised to consult their tax
advisors to determine the particular tax consequences the Arrangement will have on them,
including the application and effect of the income and other tax laws of any country,
province, state or local tax authorities.

Timing

Subject to all conditions precedent to the Arrangement, as set forth in
the Arrangement Agreement, being satisfied or waived by the appropriate party, the
Arrangement will become effective upon the filing with the Director of a copy of the Final
Order and the Articles of Arrangement and upon the issuance by the Director of the
Certificate therefor. If the Meeting is held and the Special Resolution is approved as
required by the Interim Order, Big Horn will apply to the Court for the Final Order
approving the Arrangement. If the Final Order is obtained on July 27, 2001, in form and
substance satisfactory to Westlinks, Subco and Big Horn and all other conditions specified
in the Arrangement Agreement are satisfied or waived, Westlinks and Big Horn expect the
Effective Date will be July 30, 2001.

Westlinks and Big Horn's objective is to have the Effective Date occur
on July 30, 2001. The Effective Date could be delayed, however, for a number of reasons,
including an objection before the Court in the hearing of the application for the Final
Order.

Stock Exchange Listings

The outstanding Westlinks Common Shares are listed and posted for
trading on the CDNX and NASDAQ. The outstanding Big Horn Shares are listed and posted for
trading on the TSE. Westlinks intends to make an application to the TSE to have the
Westlinks Common Shares listed and posted for trading on the TSE. It is anticipated that,
provided approval by the TSE of the listing of the Westlinks Common Shares on the TSE is
obtained, the Westlinks Common Shares will commence trading on the TSE and cease trading
on the CDNX shortly after the Effective Date. The current NASDAQ listing for the Westlinks
Common Shares will continue following the Effective Date.

Right of Dissent

Pursuant to the Interim Order, a registered Big Horn Shareholder,
provided such Big Horn Shareholder is not an Excluded Shareholder, has the right to
dissent with respect to the Special Resolution if the President of Big Horn receives at
the registered office of Big Horn prior to the Meeting, or the Chairman of the Meeting
receives at or prior to the Meeting, a written objection and such Big Horn Shareholder
otherwise complies with Section 190 of the CBCA, as modified by the Interim Order.
Provided the Arrangement becomes effective, each Dissenting Shareholder will be entitled
to be paid the fair value of the securities in respect of which the Dissenting Shareholder
dissents in accordance with Section 190 of the CBCA, as modified by the Interim Order. See
Appendices B and D for a copy of the Interim Order and the provisions of Section 190
of the CBCA, respectively.

The statutory provisions covering the right of dissent are technical
and complex. Failure to strictly comply with the requirements set forth in Section 190 of
the CBCA, as modified by the Interim Order, may result in the loss of any right of
dissent. Persons who are beneficial owners of shares or securities registered in the
name of a broker, custodian, nominee or other intermediary who wish to dissent, should be
aware that only the registered holder of such securities is entitled to dissent.Accordingly,
a beneficial owner of Big Horn Shares desiring to exercise the right of dissent must make
arrangements for such Big Horn Shares beneficially owned to be registered in such holder's
name prior to the time the written objection to the Special Resolution is required to be
received by Big Horn or alternatively, make arrangements for the registered holder of such
Big Horn Shares to dissent on such beneficial holder's behalf. It is recommended that
any Big Horn Shareholder wishing to avail itself of its dissent rights seek legal advice,
as failure to comply strictly with the provisions of the CBCA, as modified by the Interim
Order, may result in the loss of any right of dissent. See "Part I -
The Arrangement - Right of Dissent".

It is a condition to the obligations of Westlinks and Subco under the
Arrangement Agreement that Big Horn Shareholders holding not more than 5.0% of the Big
Horn Securities shall have exercised rights of dissent in relation to the Arrangement. See
"Part I - The Arrangement - Details of the Arrangement -
Conditions to the Arrangement".

Pro Forma Information After Giving Effect to the Arrangement

The following table sets forth certain pro forma information after
giving effect to the Arrangement. See also "Part IV - Pro Forma
Information After Giving Effect To The Arrangement" and "Appendix H -
Pro Forma Financial Statements" attached hereto.

|                                                                    | Westlinks | Big
    Horn | Combined          
|------------------------------------------------------------------- | --------- | ------------ | ------------------
|Current
    Daily Production                                        |           |              |                   
|Oil & NGL (Bbls/d)                                                  | 1,562     | 412          | 1974              
|Natural gas (Mmcf/d)                                                | 300       | 3,094        | 3,394             
|Oil equivalent (BOE/D @ 10:1)                                       | 1,592     | 721          | 2,313             
|Oil equivalent (BOE/D @ 6:1)                                        | 1,612     | 928          | 2,540             
|                                                                    |           |              |                   
|Proved
    Reserves (as at January 1, 2001)(1)                      |           |              |                   
|Oil & NGL (Mbbls)                                                   | 2,883.4   | 867.0        | 3,750.4           
|Natural gas (Mmcf)                                                  | 913       | 10,074       | 10,987            
|Oil equivalent (MBOE @ 10:1)                                        | 2,974.7   | 1,874.4      | 4,849.1           
|Oil equivalent (MBOE @ 6:1)                                         | 3,035.6   | 2,545.0      | 5,581.6           
|                                                                    |           |              |                   
|Proved
    and Risked Probable Reserves (as at January 1, 2001) (1) |           |              |                   
|Oil & NGL (Mbbls)                                                   | 3,209.9   | 1,033        | 4,242.9           
|Natural gas (Mmcf)                                                  | 1,076.0   | 11,836       | 12,912            
|Oil equivalent (MBOE @ 10:1)                                        | 3,317.5   | 2,216.6      | 5,534.1           
|Oil equivalent (MBOE @ 6:1)                                         | 3,389.2   | 3,005.6      | 6,394.9           
|                                                                    |           |              |                   
|Net
    undeveloped land (acres) (as at May 31, 2001)               | 20,162    | 44,843       | 65,005            
|                                                                    |           |              |                   
|Bank
    debt ($ thousands) (as at May 31, 2001)                    | 8,400     | 8,100        | 16,500            
|                                                                    |           |              |                   
|Shares
    outstanding (as at May 31, 2001)                         |           |              |                   
|Basic                                                               | 5,673,639 | 28,122,191   | 9,454,434(2)      
|Diluted                                                             | 7,273,639 | 30,541,691   | 11,515,349
    (2)

Notes:

> (1) Numbers shown are derived from the Westlinks Reserve Report or the
>     Big Horn Reserve Report, as the case may be, using escalated price assumptions.
>     (2) After giving effect to the cancellation of the Big Horn Shares
>     owned by Westlinks pursuant to the Arrangement and assuming that there are no Dissenting
>     Shareholders, that no Big Horn Options are exercised prior to the Effective Time, that all
>     Big Horn Shareholders (other than Westlinks) make a Share Election and disregarding the
>     effects of the treatment of any Odd-lot Shareholders or fractional shares under the
>     Arrangement.

PART I - THE ARRANGEMENT

THE ARRANGEMENT

The Meeting has been called to consider and, if deemed advisable, to
pass, with or without variation, the Special Resolution and to consider such other matters
as may properly come before the Meeting or any adjournment thereof. The full text of the
Special Resolution is attached hereto as Appendix C and the Plan of Arrangement is
attached as Schedule A to the Arrangement Agreement, which is attached hereto as
Appendix A.

Background of the Arrangement

Management of Big Horn is constantly looking for ways of increasing
shareholder value. Often this involves a review of various asset acquisitions or
dispositions or various corporate acquisition opportunities. In addition, in an effort to
differentiate itself from its peer group and to provide better access to capital,
management of Big Horn has been evaluating the benefits of obtaining a listing on NASDAQ.
Towards this end, however, management of Big Horn has realized that in order to be able to
provide sufficient liquidity to its shareholders and to obtain access to additional
capital, the asset base of Big Horn has to be larger. As a result, Big Horn has been
reviewing and evaluating a number of different asset and corporate acquisition
opportunities. In evaluating a possible NASDAQ listing, management of Big Horn had been
consulting with Mr. John P. McGrain, a partner in Patrick Williams Advisors of Pasedena,
California. Mr. McGrain assisted Westlinks in listing on NASDAQ. Following numerous
discussions with Mr. McGrain, management of Big Horn began to consider the possibility of
merging with Westlinks, as it would significantly increase Big Horn's reserve base and
result in the merged company being listed on NASDAQ. Mr. McGrain introduced the management
of Big Horn to the management of Westlinks and discussions surrounding a potential merger
were initiated.

On April 12, 2001, Big Horn and Westlinks entered into the
Confidentiality Agreement and certain confidential information was exchanged. On April 17,
2001, members of Big Horn's senior management and technical team gave a presentation to
the Westlinks senior management team respecting the major properties and prospects of Big
Horn. A reciprocal presentation was made by the Westlinks management team to the Big Horn
management team on April 18, 2001. Prior to this, Westlinks began negotiating with EuroGas
Inc., a major shareholder of Big Horn, to acquire EuroGas' interest in Big Horn. These
negotiations culminated in the execution of the EuroGas Agreement on April 23, 2001. On
April 24, 2001, Big Horn and Westlinks executed the Arrangement Proposal. Pursuant to the
terms of the Arrangement Proposal, Big Horn Shareholders would be offered the choice to
receive either Westlinks Common Shares or cash and Westlinks Preferred Shares. This latter
option was economically identical to the consideration to be paid by Westlinks to EuroGas
for its interest in Big Horn under the terms of the EuroGas Agreement. Following the
execution of the Arrangement Proposal, both parties expanded their review of confidential
information in order to complete their respective due diligence reviews.

On May 16, 2001, Westlinks and Big Horn entered into the Arrangement
Agreement. On June 14, 2001, the Big Horn Board approved this Information Circular and Big
Horn's application to the Court of Queen's Bench of Alberta for the Interim Order.

Purpose and Benefits of the Arrangement

The purpose of the Arrangement is to create a larger oil and gas
exploration and production company with greater capitalization. The directors and
management of Westlinks and Big Horn believe that the Arrangement provides a number of
benefits including:

> 1. greater financial and human resources creating a stronger, more
>     competitive company with better access to capital, both in Canada and the United States;
>     2. an enhanced ability to maximize the development and exploration
>     opportunities of the two companies and to capture new opportunities;
>     3. a synergistic fit of assets enhancing the combined company's
>     competitive position in its core areas;
>     4. a good fit of people skills providing a well balanced company with
>     strengths in all areas of operations;
>     5. elimination of redundant general and administrative costs;
>     6. increased market capitalization and improved liquidity of investment
>     for shareholders; and
>     7. a tax effective transaction providing for a tax free rollover of Big
>     Horn Shares into Westlinks Common Shares or Special Shares and Westlinks Preferred Shares,
>     as the case may be.

DETAILS OF THE ARRANGEMENT

The following is a summary only and reference should be made to the
full text of the Arrangement Agreement and the Plan of Arrangement set forth in
Appendix A to this Information Circular.

The Arrangement Agreement

The Arrangement Agreement and the Plan of Arrangement provide for,
among other things, the amalgamation of Big Horn and Subco pursuant to which each Big Horn
Shareholder (other than Westlinks and any Dissenting Shareholders) will have the choice of
receiving, as consideration for all of their Big Horn Shares, either of the following:

> 1. 1.0 Special Share (redeemable for $0.22) and 0.74 of a Westlinks
>     Preferred Share for each Big Horn Share (the "Cash Election"); or
>     2. 0.1905 of a Westlinks Common Share for each Big Horn Share (the
>     "Share Election").
>     On the first Business Day following the Effective Date of the
>     Arrangement, all Special Shares shall be redeemed by Amalco.

Big Horn Shareholders who fail to properly complete and return the
Letter of Transmittal and Election Form by the Election Deadline will be deemed to have
made a Cash Election. On April 23, 2001, the day prior to the date the
Arrangement Proposal was entered into, the closing price of the Westlinks Common Shares on
the CDNX was $5.95 and the closing price of the Big Horn Shares on the TSE was $0.96.

Notwithstanding that a Share Election is made by a Big Horn
Shareholder, if such Big Horn Shareholder is an Odd-lot Shareholder, such Big Horn
Shareholder will be deemed to have made a Cash Election notwithstanding any election
actually made.

Each outstanding Big Horn Option (which has not been exercised or
otherwise terminated or cancelled prior to the Effective Time) and all rights pertaining
to the ownership thereof shall be exchanged for Westlinks Options on the basis of 0.1905
of a Westlinks Option for each Big Horn Option held. Each whole Westlinks Option shall
provide for an exercise price per Westlinks Common Share equal to the exercise price per
share of such Big Horn Option immediately prior to the Effective Time divided by 0.1905.
The term to expiry, conditions to and manner of exercising, vesting schedule, and all
other terms and conditions of such Westlinks Options will otherwise be unchanged from
those of the Big Horn Options. Prior to the date hereof, each Big Horn Optionholder has
entered into an agreement with Big Horn and Westlinks whereby such holders have agreed to
exchange their Big Horn Options for Westlinks Options on the basis specified above.

No fractional Westlinks Common Shares, Special Shares or Westlinks
Preferred Shares shall be issued pursuant to the Arrangement or on the exercise of
Westlinks Options issued pursuant to the Arrangement. In the event that the exchange
ratios referred to above would in any case result in: (i) a Big Horn Shareholder being
entitled to a fractional Westlinks Common Share, Special Share or Westlinks Preferred
Share, or (ii) a Westlinks Option being exercisable for a fraction of a Westlinks Common
Share then such fractional Westlinks Common Shares (or the number of Westlinks Common
Shares subject to a Westlinks Option, as the case may be) shall be rounded up to the next
highest whole number of Westlinks Common Shares, Special Shares or Westlinks Preferred
Shares. In calculating such fractional interests, all Big Horn Securities registered in
the name of a Big Horn Securityholder or a nominee of such holder shall be aggregated.

The Plan of Arrangement provides that commencing on the Effective Time,
the following will occur and will be deemed to have occurred in the order specified
without any further authorization, act or formality:

> 1. Subco and Big Horn will amalgamate and continue as Amalco;
>     2. all Big Horn Shares held by Subco or Westlinks will be cancelled
>     without any repayment of capital in respect thereof;
>     3. all Big Horn Shares owned by a Big Horn Shareholder will be
>     exchanged on the basis described above;
>     4. all Big Horn Options will be exchanged for Westlinks Options on the
>     basis described above; and
>     5. each common share of Subco will be converted into one Amalco Common
>     Share.

Conditions to the Arrangement

The respective obligations of Westlinks, Subco and Big Horn to complete
the transactions contemplated by the Arrangement Agreement are subject to a number of
conditions which must be satisfied or waived on or prior to August 7, 2001 in order for
the Arrangement to become effective. These conditions are described in the Arrangement
Agreement and require that:

> 1. the Interim Order shall have been granted in form and substance
>     satisfactory to each of Westlinks, Subco and Big Horn, acting reasonably, and shall not
>     have been set aside or modified in a manner unacceptable to the parties, acting
>     reasonably, on appeal or otherwise;
>     2. the Arrangement, with or without amendment, shall have been approved
>     at the Meeting by Big Horn Shareholders in accordance with the provisions of the CBCA, the
>     Interim Order and the requirements of any applicable regulatory authorities;
>     3. the Final Order shall have been granted in form and substance
>     satisfactory to Westlinks, Subco and Big Horn, acting reasonably, and shall not have been
>     set aside or modified in a manner unacceptable to the parties, acting reasonably, on
>     appeal or otherwise;
>     4. the Articles of Arrangement shall be in form and substance
>     satisfactory to each of Westlinks, Subco and Big Horn, acting reasonably;
>     5. the Arrangement shall have become effective on or before
>     August 7, 2001, subject to any extensions available pursuant to the Arrangement
>     Agreement;
>     6. there shall not be in force any law, ruling, order or decree, and
>     there shall not have been any action taken under any law or by any governmental entity or
>     other regulatory authority, that makes it illegal or otherwise directly or indirectly
>     restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the
>     terms thereof or results or could reasonably be expected to result in a judgment, order,
>     decree or assessment of damages, directly or indirectly, relating to the Arrangement which
>     is materially adverse to Westlinks, Subco or Big Horn;
>     7. the CDNX and NASDAQ shall have conditionally approved the listing
>     thereon of the Westlinks Common Shares to be issued pursuant to the Arrangement as of the
>     Effective Date, or as soon as possible thereafter, subject to compliance with the usual
>     requirements of the CDNX and NASDAQ;
>     8. all consents, waivers, permits, exemptions,
>     orders and approvals of, and any registrations and filings with, any governmental entity
>     and the expiry of any waiting periods, in connection with, or required to permit, the
>     completion of the Arrangement, the failure of which to obtain or the non-expiry of which
>     would be materially adverse to Big Horn, Westlinks or Subco or materially impede the
>     completion of the Arrangement, shall have been obtained or received on terms that are
>     reasonably satisfactory to each of Westlinks, Subco and Big Horn;
>     9. without limiting the scope of the foregoing conditions, all
>     regulatory, third person and other consents, waivers, permits, exemptions, orders,
>     approvals, agreements and amendments and modifications to agreements, indentures or
>     arrangements which either Big Horn or Westlinks shall consider necessary or desirable in
>     connection with the Arrangement shall have been obtained in form satisfactory to them; and
>     10. the Arrangement Agreement shall not have been terminated in
>     accordance with its terms.

The Arrangement Agreement also provides for a number of conditions in
favour of Big Horn which must be satisfied or waived on or prior to August 7, 2001 in
order for the Arrangement to become effective:

> 1. the representations and warranties made by Westlinks and Subco in
>     the Arrangement Agreement which are qualified by the expression "Material Adverse
>     Change" or "Material Adverse Effect" shall be true and correct as of the
>     Effective Date as if made on and as of such date (except to the extent that such
>     representations and warranties speak as of an earlier date, in which event such
>     representations and warranties shall be true and correct as of such earlier date), and all
>     other representations and warranties made by Westlinks and Subco in the Arrangement
>     Agreement which are not so qualified shall be true and correct in all material respects as
>     of the Effective Date as if made on and as of such date (except to the extent that such
>     representations and warranties speak as of an earlier date, in which event such
>     representations and warranties shall be true and correct as of such earlier date), and
>     each of Westlinks and Subco shall have provided to Big Horn an officer's certificate
>     thereof certifying such accuracy on the Effective Date;
>     2. each employee of Westlinks which Big Horn has indicated that it does
>     not wish to retain shall have resigned or been terminated effective as of the Effective
>     Date and shall have executed and delivered a release in form satisfactory to Big Horn,
>     acting reasonably;
>     3. the Big Horn Board shall have received a fairness opinion in form
>     and substance reasonably satisfactory to the Big Horn Board;
>     4. the directors of each of Westlinks and Subco shall have adopted all
>     necessary resolutions and all other necessary corporate action shall have been taken by
>     each of Westlinks and Subco to permit the consummation of the Arrangement; and
>     5. each of Westlinks and Subco shall have complied in all material
>     respects with their covenants in the Arrangement Agreement and each of Westlinks and Subco
>     shall have provided to Big Horn an officer's certificate certifying that it has so
>     complied with such covenants.
>     As of the date of this Information Circular, Big Horn has irrevocably
>     waived the condition in its favour relating to obtaining a fairness opinion.
>     Finally, the Arrangement Agreement also provides for a number of
>     conditions in favour of Westlinks and Subco which must be satisfied or waived on or prior
>     to August 7, 2001 in order for the Arrangement to become effective:
>     1. the representations and warranties made by Big Horn in the
>     Arrangement Agreement which are qualified by the expression "Material Adverse
>     Change" or "Material Adverse Effect" shall be true and correct as of the
>     Effective Date as if made on and as of such date (except to the extent that such
>     representations and warranties speak as of an earlier date, in which event such
>     representations and warranties shall be true and correct as of such earlier date), and all
>     other representations and warranties made by Big Horn in the Arrangement Agreement which
>     are not so qualified shall be true and correct in all material respects as of the
>     Effective Date as if made on and as of such date (except to the extent that such
>     representations and warranties speak as of an earlier date, in which event such
>     representations and warranties shall be true and correct as of such earlier date), and Big
>     Horn shall have provided to each of Westlinks and Subco an officer's certificate
>     certifying such accuracy on the Effective Date;
>     2. Big Horn shall have complied in all material respects with its
>     covenants in the Arrangement Agreement, and Big Horn shall have provided to each of
>     Westlinks and Subco an officer's certificate certifying that Big Horn has so complied with
>     such covenants;
>     3. those employees of Big Horn who are entitled to the benefit of any
>     change of control provision in their respective employment contracts shall have waived
>     such entitlement as it relates to the Arrangement;
>     4. Big Horn Shareholders holding in the aggregate five (5.0%) per cent
>     or less of the outstanding Big Horn Common Shares shall have exercised the right to
>     dissent and Westlinks shall have received an officer's certificate dated the day
>     immediately preceding the Effective Date of Big Horn to such effect; and
>     5. the Big Horn Board shall have adopted all necessary resolutions and
>     all other necessary corporate action shall have been taken by Big Horn to permit the
>     consummation of the Arrangement.

There is no assurance that any of the above conditions will be
satisfied or waived on a timely basis or at all.

Upon all of the conditions being satisfied or waived, Big Horn is
required to seek and obtain the Final Order and then file a copy of the Final Order and
the Articles of Arrangement with the Director in order to give effect to the Arrangement.

Notwithstanding the foregoing, the Special Resolution authorizes the
Big Horn Board, without further notice to or approval of the Big Horn Shareholders and
subject to the terms of the Arrangement Agreement, to amend the Arrangement, to decide not
to proceed with the Arrangement and to revoke such Special Resolution at any time prior to
the Arrangement becoming effective pursuant to the provisions of the CBCA. See
Appendix C to this Information Circular for the full text of the Special Resolution.

Amendment and Termination of Arrangement
Agreement

The Arrangement Agreement may be amended by the written agreement of
Westlinks, Subco and Big Horn at any time before or after the Meeting without, subject to
applicable law, further notice to or authorization from the Big Horn Shareholders and any
such amendment may, without limitation: (i) change the time for performance of any of the
obligations or acts of the parties thereto; (ii) waive any inaccuracies or modify any
representation, term or provision contained therein or in any document delivered pursuant
thereto; (iii) waive compliance with or modify any of the covenants contained in the
Arrangement Agreement and waive or modify performance of any of the obligations of the
parties thereto; and (iv) waive compliance with or modify any condition therein contained.
Notwithstanding the above, the consideration under the Arrangement may not be amended
without the approval of the Big Horn Shareholders given in the same manner as required for
the approval of the Arrangement or as may be ordered by the Court.

The Arrangement Agreement may be terminated at any time prior to the
Effective Date:

> 1. by mutual written consent of Westlinks, Subco and Big Horn;
>     2. by any of Westlinks, Subco or Big Horn, as
>     the case may be, subject to the terms of the Arrangement Agreement, if the conditions to
>     the Arrangement Agreement are not satisfied or waived in accordance with the terms of the
>     Arrangement Agreement;
>     3. by Westlinks and Subco if the directors of
>     Big Horn shall have withdrawn or modified in a manner adverse to Westlinks and Subco their
>     approval or recommendation of the Arrangement or shall have approved or recommended any
>     Superior Proposal;
>     4. by Westlinks and Subco or by Big Horn if the
>     Big Horn Meeting shall have been held and completed and the requisite approval of the
>     Arrangement by Big Horn Shareholders shall not have occurred;
>     5. by Big Horn upon any determination by Big
>     Horn that an Acquisition Proposal in respect of Big Horn constitutes a Superior Proposal;
>     6. by Big Horn, in the event that Westlinks enters into any Acquisition
>     Proposal with any other person;
>     7. by Westlinks and Subco or by Big Horn in the event that the
>     Arrangement does not become effective on or before August 7, 2001; and
>     8. by either Westlinks or Big Horn, if there has been a breach or
>     non-performance by the other party of any representation, warranty or covenant contained
>     in the Arrangement Agreement that would have or would be reasonably likely to have a
>     Material Adverse Effect on the party seeking to terminate, provided the breaching or
>     non-performing party has been given notice of and three days to cure any such
>     misrepresentation, breach or non-performance, other than in respect of their
>     non-solicitation covenants contained in the Arrangement Agreement.

Non-Solicitation

Each of Westlinks and Big Horn agreed that, during the period from the
date of the Arrangement Agreement until the earlier of: (i) the Effective Time; or (ii)
the date the Arrangement Agreement is terminated, except with the written consent of the
other or as otherwise expressly permitted or specifically contemplated by the Arrangement
Agreement, it shall:

> 1. immediately cease and cause to be terminated any existing
>     discussions, negotiations or other proceedings with any parties initiated prior to the
>     execution of the Arrangement Agreement by it, or by its respective officers, directors,
>     employees, financial advisors, legal counsel, representatives and agents ("Representatives")
>     or others with respect to any proposed Acquisition Proposal;
>     2. not directly or indirectly, solicit, initiate or encourage
>     (including by way of furnishing information) any inquiries or the making of any proposal
>     which constitutes or may reasonably be expected to lead to an Acquisition Proposal from
>     any person, or engage in any discussion, negotiation or inquiry relating thereto, or
>     accept any Acquisition Proposal;
>     3. not release any person from any confidentiality or standstill
>     agreement to which they and such person are parties or amend any such agreement; and
>     4. exercise all rights to require the return of information regarding
>     Westlinks or Big Horn, as the case may be, previously provided to such persons, and
>     exercise all rights to require the destruction of all materials including or incorporating
>     any information regarding Westlinks or Big Horn, as the case may be.

Notwithstanding the above, each of Westlinks and Big Horn may:

> 1. engage in discussions or negotiations with any person who (without
>     any solicitation, initiation or encouragement, directly or indirectly, by Westlinks or Big
>     Horn, as the case may be, or its Representatives) seeks to initiate such discussions or
>     negotiations and may furnish to such third party information concerning Westlinks or Big
>     Horn, as the case may be, and its business, properties and assets if, and only to the
>     extent that:
>     a. the other person has first made a bona fide written
>         Acquisition Proposal (or, in Big Horn's case, a Superior Proposal) and the board of
>         directors of Westlinks or Big Horn, as the case may be, has concluded in good faith, after
>         considering applicable law and receiving the advice of its legal counsel, that such action
>         by the board of directors is required to comply with fiduciary duties under applicable
>         law;
>         b. prior to furnishing such information to or entering into discussions
>         or negotiations with such person or entity, Westlinks or Big Horn, as the case may be,
>         provides immediate notice orally and in writing to the other specifying that it is
>         furnishing information to or entering into discussions or negotiations with such person or
>         entity in respect to an Acquisition Proposal (or, in Big Horn's case, a Superior
>         Proposal), receives from such person or entity, an executed confidentiality agreement
>         having confidentiality and standstill terms substantially similar to those contained in
>         the Confidentiality Agreement, and provides to the other a copy of such Acquisition
>         Proposal (or, in Big Horn's case, Superior Proposal) and any amendments thereto and, in
>         the case of Big Horn, confirmation in writing of the determination of Big Horn's board of
>         directors that the Acquisition Proposal, if completed, would constitute a Superior
>         Proposal;
>         c. Westlinks or Big Horn, as the case may be, provides immediate notice
>         to the other at such time as it or such person or entity terminates any such discussions
>         or negotiations; and
>         d. Westlinks or Big Horn, as the case may be, immediately provides to
>         the other any information provided to any such person or entity whether or not previously
>         made available to the other;
>     2. comply with Part 13 of the Securities Act (Alberta) with
>     regard to a tender or exchange offer, if applicable, and similar rules under applicable
>     Canadian securities laws relating to the provision of directors' circulars, and make
>     appropriate disclosure with respect thereto to its shareholders; and
>     3. accept, recommend, approve or implement an Acquisition Proposal (or,
>     in Big Horn's case, a Superior Proposal) from a third person, but only if prior to such
>     acceptance, recommendation, approval or implementation, its board of directors shall have
>     concluded in good faith, after receiving the written advice of its legal counsel, that
>     such action is required for the board of directors to comply with fiduciary duties under
>     applicable law and, in the case of the Big Horn Board, after considering all proposals to
>     adjust the terms and conditions of the Arrangement Agreement and the Arrangement which may
>     be offered by Westlinks during the three Business Days notice period described below.

Big Horn has agreed to give Westlinks, orally and in writing, at least
three Business Days advance notice of any decision by the Big Horn Board to accept,
recommend, approve or implement a Superior Proposal, which notice shall identify the party
making the Superior Proposal and shall provide a true and complete copy thereof and any
amendments thereto. In addition, Big Horn has agreed that it shall, and shall cause its
financial and legal advisors to, negotiate in good faith with Westlinks to make such
adjustments in the terms and conditions of the Arrangement Agreement and the Arrangement
as would enable Big Horn to proceed with the Arrangement as amended rather than the
Superior Proposal. In the event Westlinks proposes to amend the Arrangement Agreement and
the Arrangement to provide substantially equivalent or superior value to that provided
under the Superior Proposal within the three Business Day time period, then Big Horn shall
not enter into any definitive agreement regarding the Superior Proposal.

Notwithstanding the above, the non-solicitation covenants described
above shall not apply to Big Horn with respect to: (i) negotiations involving a possible
combination of Big Horn with a royalty trust, and (ii) negotiations with any other person
regarding a business combination or other transaction to the extent such process or
negotiations were commenced prior to the date of the Arrangement Agreement. Big Horn has
agreed that, during the term of the Arrangement Agreement, it shall not enter into any
binding agreement with such parties relating to any such transaction except with the prior
written consent of Westlinks, not to be unreasonably withheld.

Appointment Of Directors

Westlinks has covenanted that it shall use reasonable commercial
efforts to ensure that, as soon as practicable following the Effective Time, members of
the Westlinks Board resign such that the Westlinks Board may be reconstituted to consist
of five persons. Three of such persons shall be nominees of the current Westlinks Board,
and the remaining two shall be nominees of the current Big Horn Board. Westlinks has also
covenanted to use reasonable commercial efforts to cause the appointment of the nominees
of Big Horn to fill the vacancies so created in order to effect the foregoing without the
necessity of a shareholder meeting of Westlinks.

There are presently seven directors of Westlinks consisting of Mr.
Peter R. Sekera, Mr. Edward C. McFeely, Mr. Thomas J. Jacobsen, Mr. John P. McGrain, Mr.
Norman W.G. Wallace, Mr. Norman J. MacKenzie and Mr. H.S. (Scobey) Hartley. Messrs. Sekera
and McFeely will not stand for re-election to the Westlinks Board at the annual meeting of
holders of Westlinks Common Shares to be held on June 26, 2001 and Messrs. Wallace and
MacKenzie have indicated that they will resign effective at the Effective Time so as to
permit the Westlinks Board to be reconstituted with five persons, including two of whom
are Big Horn nominees. It is intended that Mr. Reg Greenslade, the President and Chief
Executive Officer of Big Horn, and Mr. Walter Dawson, a director of Big Horn, will be the
Big Horn nominees to the Westlinks Board.

Management and Employees

Following the Effective Time, all of the existing employees and
contractors of Big Horn will become employees and contractors of Amalco or Westlinks. With
respect to the existing employees and contractors of Westlinks, Big Horn has covenanted to
advise Westlinks which employees and contractors, if any, it wishes Westlinks to retain.
Except for those employees and/or contractors in respect of which Big Horn so advises,
Westlinks has agreed to terminate the employment or contract of all its employees and
contractors immediately prior to the Effective Time on terms satisfactory to Big Horn,
acting reasonably.

EFFECT OF THE ARRANGEMENT UPON SECURITYHOLDERS

After the completion of the Arrangement, Amalco will be a wholly-owned
subsidiary of Westlinks and Big Horn Shareholders (other than those who exercise their
rights of dissent) will be holders of Westlinks Common Shares or Special Shares and
Westlinks Preferred Shares, as the case may be. Big Horn Optionholders will become holders
of Westlinks Options.

After giving effect to the cancellation of the Big Horn Shares owned by
Westlinks pursuant to the Arrangement and assuming there are no Dissenting Shareholders,
that no Big Horn Options are exercised prior to the Effective Time and that all Big Horn
Shareholders (other than Westlinks) make a Share Election, and disregarding the effects of
the treatment of any Odd-lot Shareholders and fractional shares under the Arrangement,
there will be approximately 3,780,795 Westlinks Common Shares issued to Big Horn
Shareholders pursuant to the Arrangement. As a result there will be approximately
9,454,434 Westlinks Common Shares issued and outstanding immediately following completion
of the Arrangement. Former holders of Westlinks Common Shares will hold approximately
5,673,639 Westlinks Common Shares immediately following completion of the Arrangement
representing approximately 60.0% (basic) of the issued and outstanding Westlinks Common
Shares. Former holders of Big Horn Shares will hold approximately 3,780,795 Westlinks
Common Shares immediately following completion of the Arrangement representing
approximately 40.0% (basic) of the issued and outstanding Westlinks Common Shares. In
addition, Westlinks Options entitling the holders thereof to acquire approximately 460,915
Westlinks Common Shares will be issued in exchange for Big Horn Options at the Effective
Time.

To the best knowledge of the directors and senior officers of Big Horn,
no person or company will beneficially own, directly or indirectly, or exercise control or
direction over, more than 10% of the issued and outstanding Westlinks Common Shares after
giving effect to the Arrangement.

PROCEDURE FOR THE ARRANGEMENT TO BECOME
EFFECTIVE

Procedural Steps

The Arrangement is proposed to be carried out pursuant to section 192
of the CBCA. The following procedural steps must be taken in order for the Arrangement to
become effective:

> 1. the Arrangement must be approved by the Big Horn Shareholders in the
>     manner set forth in the Interim Order;
>     2. the Court must grant the Final Order approving the Arrangement;
>     3. all conditions precedent to the Arrangement, as set forth in the
>     Arrangement Agreement, must be satisfied or waived by the appropriate party; and
>     4. the Final Order and Articles of Arrangement in the form prescribed
>     by the CBCA must be filed with the Director, and the Certificate must be issued by the
>     Director therefor.

Big Horn Shareholder Approvals

Pursuant to the terms of the Interim Order, the Special Resolution
must, subject to further order of the Court, be approved by at least 66 2/3% of the
votes cast by Big Horn Shareholders, voting as a class, present in person or by proxy at
the Meeting. Pursuant to the EuroGas Agreement, Westlinks has acquired 8,275,500 Big Horn
Shares representing approximately 29.43% of the issued and outstanding Big Horn Shares.
Westlinks intends to vote these shares in favour of the Arrangement.

In addition, as the Arrangement is a "going private
transaction" within the meaning of Rule 61-501, the Special Resolution must also be
confirmed by a simple majority of the votes cast, in person or by proxy at the Meeting, by
Minority Shareholders.

Notwithstanding the foregoing, the Special Resolution authorizes the
Big Horn Board, without further notice to or approval of the Big Horn Shareholders,
subject to the terms of the Arrangement, to amend the Arrangement, to decide not to
proceed with the Arrangement, and to revoke such Special Resolution at any time prior to
the Arrangement becoming effective pursuant to the provisions of the CBCA. See
Appendix C to this Information Circular for the full text of the Special Resolution.

Court Approval

On June 22, 2001, Big Horn obtained the Interim Order providing
for the calling and holding of the Meeting and other procedural matters. The Interim Order
is attached as Appendix B to this Information Circular.

The CBCA provides that the Arrangement requires Court approval. Subject
to the terms of the Arrangement Agreement and if the Special Resolution is approved at the
Meeting, Big Horn will make application to the Court for the Final Order at the Court
House, 611 - 4th Street S.W., Calgary, Alberta on July 27, 2001, at 1:30 p.m.
(Calgary time) or as soon thereafter as counsel may be heard. The Notice of Petition for
the Final Order accompanies this Information Circular. Any Big Horn Shareholder or other
interested party desiring to support or oppose the Petition with respect to the
Arrangement may appear at the hearing in person or by counsel for that purpose, subject to
filing with the Court and serving on Big Horn, on or before July 24, 2001, a notice of
intention to appear setting out its address for service and indicating whether it intends
to support or oppose the Petition or make submissions, together with any evidence or
materials which are to be presented to the Court. Service of such notice on Big Horn is
required to be effected by service upon the solicitors for Big Horn, Donahue Ernst &
Young LLP, 1000, 440  2nd Avenue, S.W., Calgary, Alberta T2P 5E5, Attention: Lou
Cusano.

Big Horn has been advised by its counsel that the Court has broad
discretion under the CBCA when making orders with respect to the Arrangement and that the
Court, in hearing the application for the Final Order, will consider, among other things,
the fairness of the Arrangement to the Big Horn Shareholders and any other interested
party as the Court determines appropriate. The Court may approve the Arrangement either as
proposed or as amended in any manner the Court may direct, subject to compliance with such
terms and conditions, if any, as the Court may determine appropriate. Any of Westlinks,
Subco or Big Horn may determine not to proceed with the Arrangement in the event that any
amendment ordered by the Court is not satisfactory to it.

Regulatory Approvals

The Arrangement Agreement provides that receipt of all regulatory
approvals, including, without limitation, the conditional approval of the CDNX and NASDAQ
regarding the listing of the Westlinks Common Shares to be issued pursuant to the
Arrangement, is a condition precedent to the Arrangement becoming effective.

Procedure for Big Horn Shareholder Election

The Letter of Transmittal and Election Form enclosed with this
Information Circular sets forth the details of the procedure for each Big Horn Shareholder
to elect, in respect of the Big Horn Shares held by such Big Horn Shareholder, either the
Cash Election or the Share Election, and the procedure for surrendering the certificates
for all such Big Horn Shares held by such Big Horn Shareholder to the Depositary. If a
share certificate has been lost or destroyed, the enclosed Letter of Transmittal and
Election Form must be completed as fully as possible and forwarded, together with a letter
describing the loss, to the Depositary. The Depositary will respond with the replacement
requirements for lost or destroyed certificates. If the Arrangement is not effected, all
certificate(s) representing Big Horn Shares received by the Depositary will be returned as
soon as practicable.

In the event the Depositary has not received from a Big Horn
Shareholder a Letter of Transmittal and Election Form duly completed in all respects and
executed in accordance with the instructions on such form together with the share
certificate(s) representing the Big Horn Shares to which the Letter of Transmittal and
Election Form relates (accompanied by such other documents and instruments as the
Depositary may reasonably require) by the Election Deadline, such Big Horn Shareholder
will be deemed to have made a Cash Election.

Notwithstanding that a Share Election is made by a Big Horn
Shareholder, if such Big Horn Shareholder is an Odd-lot Shareholder, such Big Horn
Shareholder will be deemed to have made a Cash Election notwithstanding any election
actually made.

Any use of the mail to transmit share certificates and Letters of
Transmittal and Election Forms is at the risk of the Big Horn Shareholder. If such
documents are to be mailed, it is recommended that registered mail, properly insured, be
used with acknowledgment of receipt requested. It is recommended that Big Horn
Shareholders deposit a properly completed and executed Letter of Transmittal and Election
Form together with accompanying share certificate(s), and all other required documents, as
soon as possible and no later than 4:00 p.m. (Calgary time) on July 20, 2001.
Non-registered Big Horn Shareholders should follow the instructions of their respective
intermediaries.

Procedure for the
Exchange of Share Certificates and for the Redemption of Special Shares

On or before the Effective Date:

> 1. Westlinks shall deliver or arrange to be delivered to the Depositary
>     certificates representing the Westlinks Preferred Shares required to be issued to Big Horn
>     Shareholders who are entitled to receive Westlinks Preferred Shares as partial
>     consideration for Big Horn Common Shares pursuant to the Arrangement, which certificates
>     shall be held by the Depositary as agent and nominee for such Big Horn Shareholders for
>     distribution to such Big Horn Shareholders in accordance with the provisions of the
>     Arrangement;
>     2. Westlinks shall deliver or arrange to be delivered to the Depositary
>     certificates representing the Westlinks Common Shares required to be issued to Big Horn
>     Shareholders who are entitled to receive Westlinks Common Shares in exchange for Big Horn
>     Shares pursuant to the Arrangement, which certificates shall be held by the Depositary as
>     agent and nominee for such Big Horn Shareholders for distribution to such Big Horn
>     Shareholders in accordance with the provisions of the Arrangement;
>     3. Amalco shall deliver to the Depositary one certificate representing
>     the aggregate number of Special Shares required to be issued to Big Horn Shareholders who
>     are entitled to receive Special Shares as partial consideration for their Big Horn Shares
>     pursuant to the Arrangement, which certificate shall be held by the Depositary as agent
>     and nominee for such Big Horn Shareholders until the Redemption Time and, until the
>     Redemption Time, the interests of such Big Horn Shareholders in Special Shares shall be
>     represented by entries on the register of Amalco maintained by the Depositary in respect
>     of the Special Shares;
>     4. Amalco shall deliver to the Depositary an
>     amount equal to the Redemption Proceeds required to be paid upon the redemption of all of
>     the outstanding Special Shares, which amount shall be held by the Depositary as agent and
>     nominee for Amalco until the Redemption Time and, thereafter, shall be paid to the former
>     holders of Special Shares in accordance with the provisions ofthe Arrangement; and
>     5. Westlinks shall deliver or arrange to be delivered to the Depositary
>     agreements, duly executed by Westlinks, representing the Westlinks Options required to be
>     granted to Big Horn Optionholders who are entitled to receive Westlinks Options in
>     exchange for Big Horn Options pursuant to the Arrangement, which agreements shall be held
>     by the Depositary as agent and nominee for such Big Horn Optionholders for distribution to
>     such Big Horn Optionholders in accordance with the provisions of the Arrangement.

Upon delivery of a duly executed, valid Letter of Transmittal and
Election Form to the Depositary together with the surrender for cancellation of a
certificate which immediately prior to the Effective Time represented one or more
outstanding Big Horn Shares that were exchanged for Westlinks Common Shares or Special
Shares and Westlinks Preferred Shares under the Arrangement, together with such other
documents and instruments as would have been required to effect the transfer of the shares
formerly represented by such certificate under the CBCA and the by-laws of Big Horn, and
such additional documents and instruments as the Depositary may reasonably require, the
holder of such surrendered certificate shall be entitled to receive in exchange therefor,
and the Depositary shall deliver to such holder following the Redemption Time, the
Westlinks Common Shares, or the Redemption Proceeds and Westlinks Preferred Shares, as the
case may be, which such holder is entitled to receive in accordance with the Arrangement.In the event the Depositary has not received from a Big Horn Shareholder a Letter of
Transmittal and Election Form duly completed in all respects and executed in accordance
with the instructions on such form together with the share certificate(s) representing the
Big Horn Shares to which the Letter of Transmittal and Election Form relates (accompanied
by such other documents and instruments as the Depositary may reasonably require) by the
Election Deadline, such Big Horn Shareholder will be deemed to have made a Cash Election.

Upon surrender to the Depositary for
cancellation of an agreement which immediately prior to the Effective Time evidenced one
or more Big Horn Options that were exchanged for Westlinks Options pursuant to the
Arrangement together with such other documents and instruments as would have been required
to effect the transfer of the Big Horn Options formerly represented by such agreement and
such additional documents and instruments as the Depositary may reasonably require, the
holder of such surrendered agreement shall be entitled to receive in exchange therefor,
and the Depositary shall deliver to such holder following the Redemption Time, the
agreements in respect of Westlinks Options which such holder is entitled to receive in
accordance with the Arrangement.

The amount deposited with the Depositary to redeem the Special Shares
shall be held in an interest bearing account, and any interest earned thereon or on any
portion thereof from the time it has been so deposited until the time it shall be required
to be paid by the Depositary to the former holders of Special Shares in accordance with
the provisions of the Arrangement shall be solely for the account of Amalco. Under no
circumstances shall a former holder of Special Shares be entitled to interest accrued in
respect of such holder's Redemption Proceeds, regardless of any delay in claiming such
Redemption Proceeds or any delay by Amalco or the Depositary in making such proceeds
available.

Unless otherwise directed in accordance with any Letter of Transmittal
and Election Form, the Depositary will forward all such certificates by first class mail,
postage prepaid, or, in the case of a postal disruption in Canada, by such other means as
the Depositary may deem prudent, to such holders at their addresses specified in the
relevant Letter of Transmittal and Election Form. Certificates forwarded in such manner
will be deemed to have been delivered at the time of delivery thereof to the post office,
or to such other party as may be charged with responsibility for the transmission thereof.

After the Effective Time and until surrendered for cancellation as
required by the Arrangement:

> 1. each certificate which immediately prior to the Effective Time
>     represented one or more Big Horn Shares shall be deemed at all times to represent only the
>     right to receive in exchange therefor the Westlinks Common Shares or the Special Shares
>     (or Redemption Proceeds, if such certificate is surrendered after the Redemption Time) and
>     Westlinks Preferred Shares to which the holder of such certificate is entitled to receive
>     in accordance with the Arrangement, provided that certificates representing Special Shares
>     shall not be issued to such holders prior to the Redemption Time and, following the
>     Redemption Time, such holders shall be restricted to receiving the Redemption Proceeds in
>     respect of such Special Shares; and
>     2. each agreement which immediately prior to the Effective Time
>     represented one or more Big Horn Options shall be deemed at all times to represent only
>     the right to receive in exchange therefor the Westlinks Options to which the holder of
>     such certificate is entitled to receive in accordance with the Arrangement.

RECOMMENDATION OF THE BOARD OF DIRECTORS OF BIG
HORN

The Big Horn Board has considered the proposed business combination
with Westlinks on the terms and conditions as provided in the Arrangement Agreement and
has determined that the Arrangement is in the best interests of Big Horn, is fair, from a
financial point of view, to the Big Horn Shareholders and has authorized submission of the
Arrangement to Big Horn Shareholders for approval and to the Court for the Final Order.

In coming to its conclusion and recommendations the Big Horn Board
considered, among others, the following factors:

> 1. information concerning the financial condition, results of
>     operations, business plans and prospects of Westlinks and Big Horn, and the resulting
>     potential for the enhancement of the business efficiency, management effectiveness and
>     financial results of the combined entity;
>     2. the terms of the Arrangement Agreement, which permit the Big Horn
>     Board to respond, in accordance with its fiduciary duties and subject to compliance with
>     the terms of the Arrangement Agreement, to other bona fide Acquisition Proposals to
>     the extent the Big Horn Board considers them to be superior to the Arrangement;
>     3. current industry, economic and market conditions; and
>     4. that Big Horn Shareholders that oppose the Arrangement may, subject
>     to compliance with certain conditions, dissent from the Special Resolution and be entitled
>     to be paid the fair value for their Big Horn Shares in accordance with Section 190 of
>     the CBCA and the Interim Order.

The Big Horn Board unanimously recommends that the Big Horn
Shareholders vote in favour of the Special Resolution.

LEGAL AND REGULATORY MATTERS

Due to the fact that Westlinks entered into the EuroGas Agreement prior
to the date on which the business combination transaction involving Big Horn and Westlinks
was first announced, the Arrangement is a "going private transaction" within the
meaning of Rule 61-501 and Policy Q-27. Rule 61-501 and Policy Q-27 establish
rules which are designed to ensure that transactions such as the Arrangement are both
substantively and procedurally fair to shareholders other than Excluded Shareholders.
These rules require that, aside from any other required approvals, the Special Resolution
be approved by a majority of the Minority Shareholders of Big Horn Shares. In addition,
these rules require that, unless an exemption is available, a going private transaction is
subject to the requirement that a formal valuation be prepared and disclosed in the
circular. The Arrangement is exempt from Policy Q-27, as the number of beneficial Big
Horn Shareholders who are resident in Quebec is less than 50 and such shareholders
together, as a group, hold less than 2% of the outstanding Big Horn Shares. With respect
to the valuation requirement in Rule 61-501, an exemption is available with respect
to certain transactions provided the following criteria are met:

> 1. the consideration under the going private transaction is at least
>     equal in value to and is in the same form as the highest consideration agreed to with a
>     selling securityholder of the issuer in arm's length negotiations in connection with
>     another transaction involving securities of the class of affected securities, if the
>     agreement was entered into not more than 12 months before the date of the first public
>     announcement of the going private transaction;
>     2. the party to the agreement referred to in paragraph 1
>     beneficially owns or exercises control or direction over, or beneficially owned or
>     exercised control or direction over, and agreed to sell at least 10 percent of the
>     outstanding securities of the class of affected securities as at the date of such
>     agreement, and the person or company proposing the going private transaction beneficially
>     owned, directly or indirectly, less than 80 percent of the outstanding securities of the
>     class of affected securities as at the date of such agreement;
>     3. the party to the agreement referred to in paragraph 1
>     beneficially owns or exercises control or direction over, or beneficially owned or
>     exercised control or direction over, and agreed to sell at least 20 percent of the
>     outstanding securities of the class of affected securities, beneficially owned or over
>     which control or direction is exercised by persons or companies other than an interested
>     party and persons or companies acting jointly or in concert with an interested party;
>     4. the person or company proposing the going private transaction
>     reasonably believes, after reasonable inquiry, that at the time of the agreement referred
>     to in paragraph 1;
>     a. the party to the agreement referred to in paragraph 1 had full
>         knowledge of and access to information concerning the issuer and its securities; and
>         b. any factors peculiar to the party to the agreement referred to in
>         paragraph 1, including non-financial factors, that were considered relevant by the
>         such party in assessing the consideration did not have the effect of reducing the price
>         that would otherwise have been considered acceptable by that party;
>     5. at the time of the agreement referred to in paragraph 1 the
>     person or company proposing the going private transaction did not know, and to the
>     knowledge of the person or company proposing the going private transaction, after
>     reasonable inquiry, the selling securityholder party to the agreement did not know, of any
>     material non-public information in respect of the issuer or the affected securities that
>     was not disclosed generally, and if disclosed, could have reasonably been expected to
>     increase the agreed consideration; and
>     6. the person or company proposing the going private transaction, after
>     reasonable inquiry, does not know of any material non-public information in respect of the
>     issuer or the affected securities since the time of each of the agreements referred to in
>     paragraph 1 that has not been disclosed generally and could reasonably be expected to
>     increase the value of the affected securities.

The foregoing is a summary only of the requirements of item 2. of
section 4.5(1) of Rule 61-501 and is qualified in its entirety by the full text of item 2.
of section 4.5(2) of Rule 61-501, which is attached to this Information Circular as
Appendix E. On the basis of Big Horn's review of the above criteria, and based upon
the representations and warranties of Westlinks contained in the Arrangement Agreement,
Big Horn believes that an exemption from the valuation requirement is available in respect
of the Arrangement. Westlinks has provided evidence to Big Horn that Westlinks obtained
similar representations and warranties from EuroGas, pursuant to the EuroGas Agreement, so
as to enable Westlinks to make the representations and warranties contained in the
Arrangement Agreement.

Neither Big Horn, nor any director or senior officer of Big Horn is
aware, after reasonable inquiry, of the existence of any prior valuation (as defined in
Rule 61-501) of Big Horn that has been made within the 24 months prior the date of this
Information Circular.

INTERESTS OF INSIDERS IN THE ARRANGEMENT

To the best knowledge of the directors and officers of Big Horn, the
only person who beneficially owns, directly or indirectly, or exercises control or
discretion over more than 10% of the voting rights attached to voting securities of Big
Horn as at the date hereof is as follows:

|Name
    and 
    Address of Shareholder | Designation
    of Class | Type
    of Ownership | Number
    of Securities Owned | Percentage
    of Class
|---------------------------------------- | ------------------------ | --------------------- | ------------------------------ | -----------------------
|Westlinks
    Resources Ltd.             | Common
    Shares        | Direct                | 8,275,500                      | 29.43%                 

Pursuant to the Arrangement Agreement, Westlinks has covenanted that it
shall use commercially reasonable efforts to ensure that, as soon as practicable following
the Effective Time, members of the Westlinks Board resign such that the Westlinks Board
may be reconstituted to consist of five persons. Three of such persons shall be nominees
of the current Westlinks Board and the remaining two shall be nominees of the current Big
Horn Board. Westlinks has also covenanted to use reasonable commercial efforts to cause
the appointment of the nominees of Big Horn to fill the vacancies so created in order to
effect the foregoing without the necessity of a shareholder meeting of Westlinks. See
"Part III- Information Respecting Big Horn Resources Ltd. - Directors
and Officers".

There are presently seven directors of Westlinks consisting of Mr.
Peter R. Sekera, Mr. Edward C. McFeely, Mr. Thomas J. Jacobsen, Mr. John P. McGrain, Mr.
Norman W.G. Wallace, Mr. Norman J. MacKenzie and Mr. H.S. (Scobey) Hartley. Messrs. Sekera
and McFeely will not stand for re-election to the Westlinks Board at the Annual Meeting of
holders of Westlinks Common Shares to be held on June 26, 2001 and Messrs. Wallace and
MacKenzie have indicated that they will resign effective at the Effective Time so as to
permit the Westlinks Board to be reconstituted with five persons, including two of whom
are Big Horn nominees. It is intended that Mr. Reg Greenslade, the President and Chief
Executive Officer of Big Horn, and Mr. Walter Dawson, a director of Big Horn, will be the
Big Horn nominees to the Westlinks Board. Each of these nominees currently hold Big Horn
Shares and Big Horn Options.

Following the Effective Time, all of the existing employees and
contractors of Big Horn will become employees and contractors of Amalco or Westlinks. With
respect to the existing employees and contractors of Westlinks, Big Horn has covenanted to
advise Westlinks which employees and contractors, if any, it wishes Westlinks to retain.
Except for those employees and/or contractors in respect of which Big Horn so advises,
Westlinks has agreed terminate the employment or contract of all its employees and
contractors immediately prior to the Effective Time on terms satisfactory to Big Horn,
acting reasonably.

CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Donahue Ernst & Young LLP, counsel to Big Horn,
the following is as of the date hereof a fair and adequate summary of the principal
Canadian federal income tax considerations of the Arrangement generally applicable to Big
Horn Shareholders who deal at arm's length with Big Horn and who hold their Big Horn
Shares as capital property for the purposes of the Tax Act.

A Big Horn Share will generally be considered to constitute capital
property of a Big Horn Shareholder unless such Big Horn Shareholder holds such share in
the course of carrying on a business of buying and selling shares or such Big Horn
Shareholder has acquired such share in a transaction or transactions considered to be an
adventure in the nature of trade.

Certain Big Horn Shareholders who are resident in Canada for the
purposes of the Tax Act and whose Big Horn Shares might not otherwise qualify as capital
property may make an irrevocable election in accordance with subsection 39(4) of the Tax
Act to have every "Canadian security" owned by such Big Horn Shareholders in the
taxation year of the election and in all subsequent taxation years deemed to be a capital
property. Big Horn Shareholders who are "financial institutions" within the
meaning of section 142.2 of the Tax Act are generally deemed not to hold shares of
corporations as capital property and are precluded from making the election under
subsection 39(4) of the Tax Act. This summary is not otherwise applicable to such Big Horn
Shareholders nor is it applicable to Big Horn Shareholders who are "specified
financial institutions" within the meaning of the Tax Act.

This summary is of a general nature only and is not intended to be, nor
should it be construed to be, legal or tax advice or representations to any particular Big
Horn Shareholder. Accordingly, Big Horn Shareholders should consult their own tax advisors
for advice with respect to their own particular circumstances, including their place of
residence and the application and effect of the income and other tax laws of any country,
province, state or local tax authority.

This summary is based on the current provisions of the Tax Act, the
regulations thereunder (the "Regulations"), all proposed amendments to
the Tax Act and Regulations publicly announced by the Minister of Finance (the "Proposed
Amendments") and counsel's understanding of the current published administrative
and assessing practices of the Canada Customs and Revenue Agency. This summary assumes
that all Proposed Amendments will be enacted in their present form. However, no assurance
can be given that the Proposed Amendments will be enacted in the present form, if at all.
This summary does not otherwise take into account or anticipate any changes in law,
whether by judicial, governmental or legislative decision or action, or changes in the
administrative practices of the Canada Customs and Revenue Agency, nor does it take into
account provincial, territorial or foreign income tax legislation or considerations, which
may differ significantly from those discussed herein.

Residents of Canada

The following summary is generally applicable to a Big Horn Shareholder
who is a resident or who is deemed to be a resident of Canada for purposes of the Tax Act.

Exchange of Big Horn Shares for Westlinks Common Shares on the
Arrangement

A Big Horn Shareholder who has made a Share Election and who receives
Westlinks Common Shares on the Arrangement will be deemed for purposes of the Tax Act to
have disposed of such Big Horn Shares for proceeds of disposition equal to the Big Horn
Shareholder's adjusted cost base in respect of such Big Horn Shares immediately before the
amalgamation and to have acquired the Westlinks Common Shares at a cost equal to such
proceeds of disposition.

Exchange of Big Horn Shares for Special Shares and Westlinks Preferred
Shares on the Arrangement

A Big Horn Shareholder who has made a Cash Election or is deemed to
have made a Cash Election and who receives a combination of Special Shares and Westlinks
Preferred Shares on the Arrangement will be deemed for purposes of the Tax Act to have
disposed of such Big Horn Shares for proceeds of disposition equal to the Big Horn
Shareholder's adjusted cost base in respect of such Big Horn Shares immediately before the
amalgamation. A Big Horn Shareholder will be deemed to have acquired the Special Shares at
a cost equal to the portion of such proceeds of disposition that the fair market value of
all the Special Shares received by the Big Horn Shareholder is of the aggregate of the
fair market value of all the Special Shares and all the Westlinks Preferred Shares
received by the Big Horn Shareholder. The cost of the Westlinks Preferred Shares received
by the Big Horn Shareholders will be equal to such proceeds of disposition less the cost
of the Special Shares.

Redemption of a Special Share on the Arrangement

On the redemption of a Special Share by Amalco, the holder of a Special
Share will be deemed to have received a dividend equal to the amount, if any, by which the
Redemption Proceeds exceed the paid-up capital of the Special Share at the time the
Special Share is redeemed. Big Horn and Westlinks are not able to estimate the amount of
the paid-up capital of the Special Shares at this time. Accordingly, no assurance can be
given that the entire amount of the Redemption Proceeds will not be treated as a deemed
dividend.

In the case of a shareholder that is an individual, dividends received
or deemed to be received on the Special Share will be included in computing the
shareholder's income and will be subject to the gross-up and dividend tax credit rules
normally applicable to taxable dividends received from taxable Canadian corporations.

Subject to subsection 55(2) of the Tax Act, in the case of a
shareholder that is a corporation other than a "specified financial
institution", as defined in the Tax Act, dividends received or deemed to be received
on the Special Shares normally will be included in the corporation's taxable income and
will be deductible in computing taxable income. Subsection 55(2) will cause a dividend
received by a corporation to be recharacterized as a capital gain or as proceeds of
disposition of a share in certain circumstances. Shareholders that are corporations are
urged to consult their own tax advisors with respect to the income tax consequences of
making a Cash Election.

A shareholder that is a "private corporation", as defined in
the Tax Act, or any other corporation resident in Canada and controlled or deemed to be
controlled by or for the benefit of an individual or related group of individuals may be
liable under Part IV of the Tax Act to pay a refundable tax of 33 1/3% of dividends
received or deemed to be received on the Special Shares to the extent that such dividends
are deductible in computing the shareholder's taxable income.

A shareholder that is throughout the relevant taxation year a
"Canadian-controlled private corporation" as defined in the Tax Act may be
liable to pay, in addition to tax otherwise payable under the Tax Act, a refundable tax of
6 2/3% determined by reference to its "aggregate investment income" for the
year, which is defined to include an amount in respect of dividends or deemed dividends.

On the redemption of a Special Share, the holder will be considered to
have disposed of such share for proceeds of disposition equal to the Redemption Proceeds
less the amount of any deemed dividend with the result that a Big Horn Shareholder will
realize a capital gain (or capital loss) to the extent that such proceeds exceed (or are
less than) the adjusted cost base to the Big Horn Shareholder of such share and any costs
of disposition. The income tax consequences of gains and losses are discussed below under
"Taxation of Capital Gains and Losses".

Redemption of a Westlinks Preferred Share

The amount paid by Westlinks on the redemption by it of a Westlinks
Preferred Share in excess of its paid-up capital will be deemed to be a dividend. Big Horn
and Westlinks are not able to estimate the amount of the paid-up capital of the Westlinks
Preferred Shares at this time. Accordingly, no assurance can be given that the entire
amount of the redemption amount of the Westlinks Preferred Shares will not be treated as a
deemed dividend.

In the case of a Big Horn Shareholder that is an individual, the amount
of such deemed dividend generally will be subject to the same tax treatment accorded to
deemed dividends on the Special Shares as described above under "Redemption of a
Special Share on the Arrangement".

Subject to subsection 55(2) of the Tax Act, in the case of a
shareholder that is a corporation other than a "specified financial
institution", as defined in the Tax Act, dividends received or deemed to be received
on the Westlinks Preferred Shares normally will be included in the corporation's taxable
income and will be deductible in computing taxable income. Subsection 55(2) will cause a
dividend received by a corporation to be recharacterized as a capital gain or as proceeds
of disposition of a share in certain circumstances. Shareholders that are corporations are
urged to consult their own tax advisors with respect to the income tax consequences of
making a Cash Election.

A shareholder that is a "private corporation", as defined in
the Tax Act, or any other corporation resident in Canada and controlled or deemed to be
controlled by or for the benefit of an individual or related group of individuals may be
liable under Part IV of the Tax Act to pay a refundable tax of 33 1/3% of dividends
received or deemed to be received on the Westlinks Preferred Shares to the extent that
such dividends are deductible in computing the shareholder's taxable income.

A shareholder that is throughout the relevant taxation year a
"Canadian-controlled private corporation" as defined in the Tax Act may be
liable to pay, in addition to tax otherwise payable under the Tax Act, a refundable tax of
6 2/3% determined by reference to its "aggregate investment income" for the
year, which is defined to include an amount in respect of dividends or deemed dividends.

On the redemption of a Westlinks Preferred Share, the holder will be
considered to have disposed of such share for proceeds of disposition equal to the
redemption amount less the amount of any deemed dividend with the result that a Big Horn
Shareholder will realize a capital gain (or capital loss) to the extent that such proceeds
exceed (or are less than) the adjusted cost base to the Big Horn Shareholder of such share
and any costs of disposition. The income tax consequences of gains and losses are
discussed below under "Taxation of Capital Gains and Losses".

Dividends paid on Westlinks Preferred Shares

Dividends paid on Westlinks Preferred Shares will be subject to the
same tax treatment accorded to deemed dividends on the Special Shares as described above
under "Redemption of a Special Share on the Arrangement".

Dissenting Shareholders

If a Big Horn Shareholder exercises a statutory right of dissent to the
Arrangement and as a consequence receives a cash payment (other than interest, if any)
from Amalco, such Dissenting Shareholder will realize a capital gain (or capital loss) to
the extent of the amount by which such cash payment (exclusive of interest) exceeds (or is
less than) the adjusted cost base of such share to the Dissenting Shareholder.

Interest awarded to a Dissenting Shareholder by a court will be
included in the Dissenting Shareholder's income for purposes of the Tax Act.

Dissenting Shareholders are urged to consult their own tax advisors
with respect to the income tax consequences of dissenting from the Arrangement.

Taxation of Capital Gains and Losses

A Big Horn Shareholder will generally be required to include in income
one-half of the amount of any resulting capital gain (a "taxable capital gain")
and will generally be able to deduct one-half of the amount of any resulting capital loss
(an "allowable capital loss") against taxable capital gains realized by a Big
Horn Shareholder in the same taxation year. Allowable capital losses not deducted in the
taxation year in which they are realized may be carried back and deducted in any of the
three preceding years or carried forward and deducted in any following years against
taxable capital gains realized in such years, to the extent and under the circumstances
described in the Tax Act.

Capital gains realized by an individual or a trust, other than certain
types of trusts, may give rise to alternative minimum tax under the Tax Act. Big Horn
Shareholders should consult their own independent tax advisors for advice with respect to
the potential alternative minimum tax consequences to them of disposing of their Special
Shares and Westlinks Preferred Shares having regard to their own particular circumstances.

In the case of a Shareholder that is a corporation, trust or
partnership, the amount of any capital loss otherwise determined resulting from the
disposition of Big Horn Shares may be reduced by the amount of certain dividends
previously received or deemed to have been received on such shares, to the extent and
under the circumstances prescribed in the Tax Act.

The cost of any Westlinks Common Share, Special Share or Westlinks
Preferred Share received by a Big Horn Shareholder in exchange for Big Horn Shares will
generally need to be averaged with the cost of any other Westlinks Common Shares, Special
Shares or Westlinks Preferred Shares, respectively, held by the Big Horn Shareholder to
determine the adjusted cost base of each such Westlinks Common Shares, Special Shares or
Westlinks Preferred Shares, respectively, for income tax purposes.

A Big Horn Shareholder that is throughout the relevant taxation year a
"Canadian-controlled private corporation" as defined in the Tax Act may be
liable to pay, in addition to tax otherwise payable under the Tax Act, a refundable tax of
6 2/3% determined by reference to its "aggregate investment income" for the
year, which is defined to include an amount in respect of taxable capital gains.

If the holder of a Big Horn Share, Special Share or Westlinks Preferred
Share is a corporation, the amount of any capital loss arising on a disposition or deemed
disposition of any such share may be reduced by the amount of dividends received or deemed
to have been received by it on such share to the extent and under the circumstances
prescribed by the Tax Act. Similar rules may apply where a corporation is a member of a
partnership or a beneficiary of a trust which owns a Big Horn Share, Special Share or
Westlinks Preferred Share or where a trust or a partnership of which a corporation is a
beneficiary or a member is a member of a partnership or a beneficiary of a trust that owns
a Big Horn Share, Special Share or Westlinks Preferred Share. Big Horn Shareholders should
consult their own tax advisors for advice with respect to the potential application of
these rules to them of disposing of their Special Shares and Westlinks Preferred Shares
having regard to their own particular circumstances.

Qualified Investments and Foreign Property Rules

Westlinks Common Shares and Special Shares will be qualified
investments for trusts governed by registered retirement savings plans, registered
retirement income funds, registered education savings plans and deferred profit sharing
plans and will not constitute "foreign property" under the Tax Act and the
regulations thereunder.

The Westlinks Preferred Shares will not be qualified investments for
trusts governed by registered retirement savings plans, registered retirement income
funds, registered education savings plans and deferred profit sharing plans.

Non-residents of Canada

The following summary is generally applicable only to Big Horn
Shareholders who, for purposes of the Tax Act or any applicable tax treaty or convention,
are neither resident nor deemed to be resident in Canada, deal at arm's length with and
are not affiliated with any of Big Horn, Westlinks, Subco or Amalco at any time up to and
including the completion of the transactions described herein, hold their Big Horn Shares,
Special Shares or Westlinks Preferred Shares as capital property or do not use or hold and
are not deemed to use or hold their Big Horn Shares, Special Shares or Westlinks Preferred
Shares in carrying on a business in Canada (a "Non-Resident Holder").

The Big Horn Shares and Special Shares will not otherwise constitute
"taxable Canadian property" for purposes of the Tax Act provided the Big Horn
Shares are listed on a prescribed stock exchange (which includes the TSE) immediately
before the Arrangement unless on the date of the disposition or at any time during the
five-year 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
and such persons owned or had an interest in or an option to acquire 25% or more of the
Big Horn Shares or the Special Shares.

The Westlinks Preferred Shares will constitute taxable Canadian
property.

Exchange of Big Horn Shares for Westlinks Common Shares on the
Arrangement

Non-Resident Holders who have made a Share Election and who receive
Westlinks Common Shares pursuant to the Arrangement will be deemed to have disposed of
such Big Horn Shares for proceeds of disposition equal to the Big Horn Shareholder's
adjusted cost base in respect of such Big Horn Shares immediately before the amalgamation
and to have acquired the Westlinks Common Shares at a cost equal to such proceeds of
disposition.

Exchange of Big Horn Shares for Special Shares and Westlinks Preferred
Shares on the Arrangement

Non-Resident Holders who have made a Cash Election or are deemed to
have made a Cash Election and who receive a combination of Special Shares and Westlinks
Preferred Shares on the Arrangement will be deemed to have disposed of such Big Horn
Shares for proceeds of disposition equal to the Big Horn Shareholder's adjusted cost base
in respect of such Big Horn Shares immediately before the amalgamation. A Non-Resident
Holder will be deemed to have acquired the Special Shares at a cost equal to the portion
of such proceeds of disposition that the fair market value of all the Special Shares
received by the Non-Resident Holder is of the aggregate of the fair market value of all
the Special Shares and all the Westlinks Preferred Shares received by the Big Horn
Shareholder. The cost of the Westlinks Preferred Shares received by the Non-Resident
Holder will be equal to such proceeds of disposition less the cost of the Special Shares.

Redemption of a Special Share on the Arrangement

The amount paid by Amalco to a Non-Resident Holder on the redemption by
it of a Special Share in excess of its paid-up capital will be deemed to be a dividend.
Big Horn and Westlinks are not able to estimate the amount of the paid-up capital of the
Special Shares at this time. Accordingly, no assurance can be given that the entire amount
of the Redemption Proceeds will not be treated as a deemed dividend.

The amount of any deemed dividend on the redemption of any Special
Shares held by a Non-Resident Holder will be subject to Canadian withholding tax at the
rate of 25%, subject to reduction pursuant to an applicable tax treaty entered into
between Canada and the country of residence of the Non-Resident Holder. Under the Canada
- U.S. Income Tax Convention, 1980(the "Convention"), the Canadian
withholding tax rate on dividends paid or credited to a resident of the United States is
reduced to 15%.

A holder of a Special Share will be considered to have disposed of such
share on its redemption by Amalco for proceeds of disposition equal to the Redemption
Proceeds less the amount of any deemed dividend with the result that a Big Horn
Shareholder will realize a capital gain (or capital loss) to the extent that such proceeds
exceed (or are less than) the adjusted cost base to the Big Horn Shareholder of such share
and any costs of disposition. The income tax consequences of gains and losses are
discussed below under "Taxation of Capital Gains and Losses".

Redemption of a Westlinks Preferred Share

The amount paid by Westlinks on the redemption by it of a Westlinks
Preferred Share in excess of its paid-up capital will be deemed to be a dividend. Big Horn
and Westlinks are not able to estimate the amount of the paid-up capital of the Westlinks
Preferred Shares at this time. Accordingly, no assurance can be given that the entire
amount of the redemption amount of the Westlinks Preferred Shares will not be treated as a
deemed dividend.

The amount of any deemed dividend on the redemption of any Westlinks
Preferred Shares held by a Non-Resident Holder will be subject to Canadian withholding tax
at the rate of 25%, subject to reduction pursuant to an applicable tax treaty entered into
between Canada and the country of residence of the Non-Resident Holder. Under the
Convention, the Canadian withholding tax rate on dividends paid or credited to a resident
of the United States is reduced to 15%.

A holder of a Westlinks Preferred Share will be considered to have
disposed of such share on its redemption by Westlinks for proceeds of disposition equal to
the redemption amount less the amount of any deemed dividend with the result that a Big
Horn Shareholder will realize a capital gain (or capital loss) to the extent that such
proceeds exceed (or are less than) the adjusted cost base to the Big Horn Shareholder of
such share and any costs of disposition. The income tax consequences of gains and losses
are discussed below under "Taxation of Capital Gains and Losses".

Dissenting Shareholders

If a Non-Resident Holder exercises a statutory right of dissent to the
Arrangement and as a consequence receives a cash payment (other than interest, if any)
from Amalco, such Dissenting Shareholder will realize a capital gain (or capital loss) to
the extent of the amount by which such cash payment (exclusive of interest) exceeds (or is
less than) the adjusted cost base of such share to the Dissenting Shareholder.

Interest awarded to a Dissenting Shareholder by a court will be subject
to Canadian withholding tax at the rate of 25%, subject to reduction pursuant to an
applicable tax treaty entered into between Canada and the country of residence of the
Non-Resident Holder. Under the Convention, the Canadian withholding tax rate on dividends
paid or credited to a resident of the United States is reduced to 10%.

Taxation of Capital Gains and Losses

A Non-Resident Holder of Big Horn Shares or Special Shares that are not
taxable Canadian property will not be subject to Canadian tax under the Tax Act in respect
of a capital gain realized on the disposition of a Big Horn Share or a redemption of a
Special Share.

A Non-Resident Holder of Westlinks Preferred Shares or a Non-Resident
Holder whose Big Horn Shares or Special Shares constitute taxable Canadian property will
generally be subject to the tax consequences described above under "Residents of
Canada  Taxation of Capital Gains and Losses". Westlinks will be obligated
to withhold and remit to the Canada Customs and Revenue Agency an amount equal to 25% of
it cost to acquire the Westlinks Preferred Shares in accordance with section 116 of the
Tax Act. In certain circumstances Westlinks obligation to withhold can be reduced.
Shareholders who hold their Big Horn Shares or Special Shares as taxable Canadian property
are urged to consult their own tax advisors.

CANADIAN FEDERAL INCOME TAX CONSIDERATIONS TO
BIG HORN OPTIONHOLDERS

Subject to the qualifications and assumptions contained herein, in the
opinion of Donahue Ernst & Young LLP, Canadian counsel to Big Horn, the following is a
fair and adequate summary of the material Canadian federal income tax considerations, as
of the date of this information circular, generally applicable to the Big Horn
Optionholders who at all relevant times, for purposes of the Act and any applicable income
tax treaty or convention, are resident or deemed to be resident in Canada, who are current
or former employees, officers of directors of Big Horn and who received the options in
respect of, in the course of, or by virtue of their positions as employees, officers or
directors of Big Horn.

This discussion is based on the current provisions of the Act and the
regulations thereunder and counsel's understanding of the current published administrative
practices of the Canada Customs and Revenue Agency.

This discussion does not take into account or anticipate any changes in
law, whether by legislative, administrative or judicial decision or action, nor does it
take into account provincial, territorial or foreign income tax legislation or
considerations which may differ from the Canadian federal income tax.

This discussion is of general nature only. Therefore, Big Horn
Optionholders should consult their own tax advisors with respect to their particular
circumstances.

On the assumption that, at the time of the exchange of any Big Horn
Options for Westlinks Options pursuant to the Arrangement, the difference between the
value of the Westlinks Common Shares available under the Westlinks Options and the amount
payable under such options does not exceed the difference between the value of the Big
Horn Shares available under the Big Horn Options and the amount payable under such
options, the Big Horn Optionholders will not realize any immediate tax consequences as a
result of exchanging their Big Horn Options for Westlinks Options. Instead, for the
purposes of the Tax Act:

> 1. the Big Horn Optionholders will be deemed not to have disposed of
>     their Big Horn Options to purchase common shares and not to have acquired the Westlinks
>     Options;
>     2. the Westlinks Options will be deemed to be the same as, and a
>     continuation of, the options to purchase common shares; and
>     3. Westlinks will be deemed to be the same corporation as Big Horn for
>     the purposes of the rules in the Tax Act relating to employee stock options.

RIGHT OF DISSENT

The CBCA does not confer dissent rights in respect of plans of
arrangement. However, the Interim Order expressly provides Big Horn Registered
Shareholders (other than Westlinks) with the right to dissent from the Special Resolution
pursuant to Section 190 of the CBCA, as modified by section 5.1 of the Plan of
Arrangement. Any Big Horn Registered Shareholder (other than Westlinks) who dissents from
the Special Resolution in compliance with the Dissent Procedures will be entitled, in the
event the Arrangement becomes effective, to be paid by Amalco the fair value of the Big
Horn Shares held by such Dissenting Shareholder determined as of the close of business on
the day before the Special Resolution is adopted.

The Court hearing the application for the Final Order has the
discretion to alter the rights of dissent described herein based on, among other things,
the evidence presented at such hearing.

In the event that Big Horn Shareholders (other than Westlinks) holding
in the aggregate greater than 5.0% of the outstanding Big Horn Shares have exercised their
right to dissent pursuant to the Dissent Procedures, Westlinks and Subco will not be
required to proceed with the Arrangement.

The Dissent Procedures provide that a Big Horn Registered Shareholder
may only make a claim thereunder with respect to all the Big Horn Shares held by such
shareholder on behalf of any one beneficial owner and registered in such shareholder's
name. In many cases, Big Horn Shares beneficially owned by a Person will be registered
either: (i) in the name of an intermediary that the Non-Registered Big Horn Shareholder
deals with in respect of such Big Horn Shares (such as banks, trust companies, securities
dealers and brokers, trustees or administrators of self-administered registered retirement
savings plans, registered retirement income funds, registered educational savings plans
and similar plans, and their nominees); or (ii) in the name of a clearing agency (such as
CDS) of which the intermediary is a participant. A Non-Registered Big Horn Shareholder
will not be entitled to exercise its dissent rights directly (unless the Big Horn Shares
are re-registered in the Non-Registered Big Horn Shareholder's name). A Non-Registered Big
Horn Shareholder who wishes to have the dissent rights exercised with respect to those Big
Horn Shares it beneficially owns should immediately contact the intermediary with whom the
Non-Registered Big Horn Shareholder deals in respect of its Big Horn Shares and either:
(i) instruct the intermediary to exercise the dissent rights on the Non-Registered Big
Horn Shareholder's behalf (which, if the Big Horn Shares are registered in the name of CDS
or other clearing agency, would require that the Big Horn Shares first be re-registered in
the name of the intermediary); or (ii) instruct the intermediary to re-register the Big
Horn Shares in the name of the Non-Registered Big Horn Shareholder, in which case the
Non-Registered Big Horn Shareholder would become a Big Horn Registered Shareholder and be
able to exercise the dissent rights directly.

A Dissenting Shareholder must send to Big Horn a written objection to
the Special Resolution, which written objection must be received by the President of Big
Horn at the registered office of Big Horn before the Meeting or by the Chairman of the
Meeting at or before the Meeting. The delivery of a Notice of Dissent does not deprive
a Big Horn Registered Shareholder of the right to vote at the Meeting; however, the CBCA
provides, in effect, that a Big Horn Registered Shareholder who has submitted a Notice of
Dissent and who votes in favour of the Special Resolution will no longer be considered a
Dissenting Shareholder with respect to any of its Big Horn Shares voted in favour of the
Special Resolution. The CBCA does not provide, and Big Horn will not assume, that a vote
against the Special Resolution or an abstention constitutes a Notice of Dissent, however a
Big Horn Registered Shareholder need not vote its Big Horn Shares against the Special
Resolution in order to dissent. Similarly, the revocation of a proxy conferring authority
on the proxy holder to vote in favour of the Special Resolution does not constitute a
Notice of Dissent; however, any proxy granted by a Big Horn Registered Shareholder who
intends to dissent, other than a proxy that instructs the proxy holder to vote against the
Special Resolution, should be validly revoked (see "Part IV - General Proxy
Information  Revocation of Proxies") in order to prevent the proxy holder
from voting such Big Horn Shares in favour of the Special Resolution and thereby causing
the Big Horn Registered Shareholder to forfeit its right to make a claim under the Dissent
Procedures.

Big Horn is required, under the Dissent Procedures, within 10 days
after the Big Horn Shareholders adopt the Special Resolution, to notify each Dissenting
Shareholder that the Special Resolution has been adopted. Such notice is not required to
be sent to any Big Horn Shareholder who voted in favour of the Special Resolution or who
has withdrawn its Notice of Dissent.

A Dissenting Shareholder who has not withdrawn its Notice of Dissent
must then, within 20 days after receipt of notice that the Special Resolution has been
adopted or, if the Dissenting Shareholder does not receive such notice, within 20 days
after it learns that the Special Resolution has been adopted, send to Big Horn a demand
for payment, containing such Dissenting Shareholder's name and address, the number of Big
Horn Shares in respect of which it dissents, and a demand for payment of the fair value of
such Big Horn Shares. Pursuant to the Plan of Arrangement, a Notice of Dissent will
satisfy the requirements under the Dissent Procedures for a demand for payment. Within 30
days after sending a demand for payment, the Dissenting Shareholder must send to Big Horn
or its transfer agent the certificates representing the Big Horn Shares in respect of
which it dissents. A Dissenting Shareholder who fails to send certificates representing
the Big Horn Shares in respect of which it dissents forfeits its right to make a claim
under the Dissent Procedures. Big Horn or its transfer agent will endorse on any share
certificate received from a Dissenting Shareholder a notice that the holder is a
Dissenting Shareholder and will forthwith return the share certificates to the Dissenting
Shareholder.

A Dissenting Shareholder who has complied with the Dissent Procedures
ceases to have any rights as a holder of the Big Horn Shares in respect of which the
Dissenting Shareholder has dissented other than the right to be paid the fair value of
such Big Horn Shares as determined under the Dissent Procedures, unless: (i) the
Dissenting Shareholder withdraws the demand for payment before Big Horn makes an offer to
pay; or (ii) the Big Horn Board revokes the Special Resolution, in all of which cases the
Dissenting Shareholder's rights as a Big Horn Share holder are reinstated.

Pursuant to the Plan of Arrangement, Big Horn Registered Shareholders
who duly exercise such dissent rights and who: (i) are, at the Effective Time, entitled to
be paid fair value for their Big Horn Common Shares will be deemed to have transferred
such Big Horn Shares to Big Horn at the Effective Time; or (ii) for any reason, are
ultimately not entitled to be paid fair value for their Big Horn Shares shall be deemed to
have participated in the Arrangement on the same basis as any non-dissenting Big Horn
Shareholder who has made a Cash Election.

Big Horn is required, following the approval of Big Horn Shareholders
of the Arrangement and not later than the Effective Time, to send such Dissenting
Shareholder an offer to pay for its Big Horn Shares in an amount considered by the Big
Horn Board to be the fair value thereof, accompanied by a statement showing the manner in
which such fair value was determined. Every offer to pay must be on the same terms.
Amalco, as the successor to the obligations of Big Horn, must pay for the Big Horn Shares
of a Dissenting Shareholder within 10 days after an offer to pay has been accepted by such
Dissenting Shareholder, but any such offer lapses if Big Horn does not receive an
acceptance thereof within 30 days after the offer to pay has been made.

Amalco shall not make a payment to a Dissenting Shareholder if there
are reasonable grounds for believing that Amalco is or would after the payment be unable
to pay its liabilities as they become due, or that the realizable value of the assets of
Amalco would thereby be less than the aggregate of its liabilities. In such event, Amalco
shall notify each Dissenting Shareholder that it is unable lawfully to pay Dissenting
Shareholders for their securities, in which case the Dissenting Shareholder may, by
written notice to Amalco within 30 days after receipt of such notice: (i) withdraw its
Notice of Dissent, in which case Amalco shall be deemed to consent to the withdrawal and
such Dissenting Shareholder shall be reinstated with full rights as an Amalco shareholder
as if such Dissenting Shareholder had made a Share Election in respect of its Big Horn
Shares; or (ii) retain its status as a claimant against Amalco to be paid as soon as
Amalco is lawfully entitled to do so or, in a liquidation, to be ranked subordinate to the
rights of creditors of Amalco but prior to its securityholders.

If Big Horn fails to make an offer to pay for a Dissenting
Shareholder's Big Horn Shares, or if a Dissenting Shareholder fails to accept an offer
which has been made, Amalco, as the successor to the obligations of Big Horn, may, within
50 days after the Effective Date or within such further period as the Court may allow,
apply to the Court to fix a fair value for the Big Horn Shares of Dissenting Shareholders.
If Amalco fails to apply to the Court, a Dissenting Shareholder may apply to the Court for
the same purpose within a further period of 20 days or within such further period as the
Court may allow. A Dissenting Shareholder is not required to give security for costs in
such an application.

Upon an application to the Court, all Dissenting Shareholders whose Big
Horn Shares have not been purchased by Amalco will be joined as parties and bound by the
decision of the Court, and Amalco will be required to notify each affected Dissenting
Shareholder of the date, place and consequences of the application and of its right to
appear and be heard in person or by counsel. Upon any such application to the Court, the
Court may determine whether any Person is a Dissenting Shareholder who should be joined as
a party, and the Court will then fix a fair value for the Amalco Common Shares of all
Dissenting Shareholders. The final order of the Court will be rendered against Amalco in
favour of each Dissenting Shareholder for the amount of the fair value of its Big Horn
Shares as fixed by the Court. The Court may, in its discretion, allow a reasonable rate of
interest on the amount payable to each Dissenting Shareholder from the Effective Date
until the date of payment. An application by either Amalco or a Dissenting Shareholder
must be made to the Court.

The foregoing is only a summary of the dissenting shareholder
provisions of the CBCA and the Plan of Arrangement, which are technical and complex. The
foregoing is not a comprehensive statement of the procedures to be followed by a
Dissenting Shareholder who seeks payment of the fair value of their Big Horn Shares and is
qualified in its entirety by the reference to the full text of the Interim Order and
Section 190 of the CBCA which are attached to this Information Circular as Appendices B
and D, respectively.

It is recommended that any Big Horn Registered Shareholder wishing to
avail itself of its dissent rights seek legal advice, as failure to comply strictly with
the provisions of the CBCA and the Plan of Arrangement may prejudice the right of dissent.
For a general summary of certain income tax implications to a Dissenting Shareholder, see
"Canadian Federal Income Tax Considerations".

TIMING

The Arrangement will become effective upon the filing with the Director
a copy of the Final Order and the Articles of Arrangement, and upon the issuance by the
Director of the Certificate therefor. If the Meeting is held and the Special Resolution is
approved as required by the Interim Order, Big Horn will apply to the Court for the Final
Order approving the Arrangement. If the Final Order is obtained on July 27, 2001, in
form and substance satisfactory to Westlinks, Subco and Big Horn and all other conditions
specified in the Arrangement Agreement are satisfied or waived, Westlinks, Subco and Big
Horn expect the Effective Date will be July 30, 2001.

Westlinks' and Big Horn's objective is to have the Effective Date occur
on July 30, 2001. The Effective Date could be delayed, however, for a number of
reasons, including an objection before the Court in the hearing of the application for the
Final Order.

Stock Exchange Listings

The outstanding Westlinks Common Shares are listed and posted for
trading on the CDNX and NASDAQ. The outstanding Big Horn Shares are listed and posted for
trading on the TSE. Westlinks intends to make an application to the TSE to have the
Westlinks Common Shares listed and posted for trading on the TSE. It is anticipated that,
provided the approval by the TSE to the listing of the Westlinks Common Shares is
obtained, the Westlinks Common Shares will commence trading on the TSE and cease trading
on the CDNX shortly after the Effective Date. The current NASDAQ listing related to the
Westlinks Common Shares will continue following the Effective Date.

EXPENSES OF THE ARRANGEMENT

The combined estimated fees, costs and expenses of Westlinks and Big
Horn in connection with the completion of the Arrangement including, without limitation,
accounting and legal fees, financial advisor fees, employment termination costs, the
preparation and printing of this Information Circular and other out-of-pocket costs
associated with the Meeting are estimated to be approximately $1,400,000.

OTHER LEGAL MATTERS

Resale of Westlinks Common Shares and Westlinks
Preferred Shares

Canada

The Westlinks Common Shares, Westlinks Preferred Shares and Westlinks
Options to be issued to Big Horn Shareholders pursuant to the Arrangement will be issued
in reliance on exemptions from prospectus and registration requirements of applicable
securities laws of the provinces of Alberta and British Columbia, where Westlinks has been
a reporting issuer in excess of one year, and will generally be "freely
tradable" (other than any trading restrictions which may apply to the holdings of any
"control person") under applicable securities laws of such provinces of Canada.
Westlinks has applied or will be applying for an exemption from the prospectus and
registration requirements of applicable securities laws in certain other provinces of
Canada in respect of the Westlinks Common Shares and Westlinks Preferred Shares to be
issued pursuant to the Arrangement to Big Horn Shareholders who are resident in such
provinces and/or in respect of the first trade of such Westlinks Common Shares and
Westlinks Preferred Shares issuable to former Big Horn Shareholders who are residents of
certain other provinces of Canada. If such orders are granted, such Westlinks Common
Shares and Westlinks Preferred Shares will generally be "freely tradable" (other
than as a result of any "control person" restrictions) under applicable
securities laws of such provinces of Canada. If such orders are not obtained, Westlinks
will not be able to complete the Arrangement.

United States

The Westlinks Common Shares and Westlinks Preferred Shares received
pursuant to the Arrangement may be resold without restriction by shareholders who were not
an "affiliate" of Westlinks or Big Horn before the Arrangement and who are not
an "affiliate" of Westlinks after the Arrangement. An "affiliate" of
an issuer is a person that directly, or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with such issuer, whether through
the ownership of voting securities, by contract, or otherwise. Big Horn Shareholders who
were affiliates of either Big Horn or Westlinks immediately before the Arrangement are
subject to resale restrictions under the United States Securities Act of 1933, as
amended (the "1933 Act"). In addition, Big Horn Shareholders who are
affiliates of Westlinks after the Arrangement will be subject to resale restrictions under
the 1933 Act. See also "Information for United States Securityholders".

Big Horn Shareholders are advised to consult their own legal advisers
to determine the particular consequences to them of all applicable resale provisions.

Reporting Issuer Status

Application has been made or will be made to have Westlinks be deemed
to be a reporting issuer in the Province of Ontario upon the completion of the
Arrangement. Following the Effective Date, application will also be made to have Amalco
cease to be a reporting issuer in any jurisdiction in Canada.

Legal Developments

Section 192 of the CBCA provides that, where it is impracticable for a
corporation to effect an arrangement under any other provision of the CBCA, a corporation
may apply to the Court for an order approving the arrangement proposed by such
corporation. Pursuant to this section of the CBCA, such an application will be made by Big
Horn for approval of the Arrangement. There have been a number of judicial decisions
considering this section and its application; however, there have not been, to the
knowledge of Big Horn, any recent significant decisions.

Big Horn Shareholders should consult their legal advisers with respect
to the legal rights available to them in relation to the Arrangement.

PART II -
INFORMATION RESPECTING WESTLINKS RESOURCES LTD.

Background of Westlinks

Westlinks was organized on June 30, 1998 by the statutory amalgamation
of Temba Resources Ltd. and PTR Resources Ltd. pursuant to the provisions of the Business
Corporations Act (Alberta). Temba Resources Ltd. was incorporated in Alberta on July
31, 1996 and at the time of the amalgamation had acquired oil and gas production of
approximately 27 bopd and 106 Mcf/d from 19 oil wells and one gas well. Immediately prior
to the amalgamation which created Westlinks, Temba Resources Ltd. amalgamated with its
wholly owned subsidiary, Rainee Resources Ltd. PTR Resources Ltd. was incorporated in
Alberta on September 18, 1992 as 542275 Alberta Ltd., changed its name to Ablevest
Holdings Ltd. on June 14, 1993, and to PTR Resources Ltd. on December 1, 1997. PTR
Resources Ltd. originally held a 2.5% working interest in mineral leases on 8.5 sections
of land in Alberta.

The head and registered office of Westlinks is located at Suite 700,
703  6th Avenue S.W., Calgary, Alberta, T2P 0T9.

Westlinks Common Shares are listed and posted for trading on the CDNX
under the symbol "WLX", and are quoted on the NASDAQ SmallCap Market under the
symbol "WLKS". Westlinks also has outstanding share purchase warrants which are
quoted on the NASDAQ SmallCap Market under the symbol "WLKSW".

Westlinks is a "reporting issuer" in the provinces of British
Columbia and Alberta and is registered with the Securities and Exchange Commission in the
United States of America under the Securities Exchange Act of 1934.

Recent Developments

In 1998, Westlinks acquired a non-operated working interest averaging
approximately 20% in a Dina sand pool located in the Sounding Lake area of Alberta,
consisting of 1,270 acres and about 35 producing wells.

In September 1999, Westlinks acquired a 94% working interest in four
producing oil wells and a saltwater disposal well in the Sylvan Lake area of Alberta.

In May, 2000, Westlinks acquired, effective January 1, 2000, further
working interests in the Sounding Lake area of Alberta, consisting of a further 36%
working interest in the Dina sand pool as well as working interests averaging
approximately 91% in 21 producing oil wells. The purchase price for such interests was
$11,900,000.

On November 15, 2000, Westlinks sold, effective October 1 2000, all of
its interests in the Bigoray area of Alberta for cash consideration of $4,494,500.
Proceeds from the sale were used to reduce Westlinks' bank debt and for its 2001
acquisition program.

On January 17, 2001, Westlinks completed a secondary public offering in
the United States of 1,000,000 units, each consisting of one common share and one share
purchase warrant, for U.S. $4.55 per unit. The share purchase warrants are exercisable for
six months at U.S. $4.50 per share. Net proceeds have been and will continue to be used
for Westlinks' 2001 acquisition and drilling program.

On December 6, 2000, Westlinks acquired a 25% working interest in a
producing gas well in the Altares area of northeast British Columbia for consideration of
$1,000,000.

On February 8, 2001, Westlinks entered into a farm-out and option
agreement whereby it has the ability to earn an interest in over 12,000 acres of land in
the Altares region of northeast British Columbia. Under the terms of the farm-out and
option agreement, Westlinks is obligated to drill a minimum of two wells and has an option
to drill up to four more wells to earn an interest in all of the lands. Westlinks will
have a minimum 25% working interest in the farm-out. The terms of the farm-out are that
Westlinks and its partners, by paying 100% of the drilling, completion and testing costs
in the earning and option wells, can earn a 65% working interest in the reserves under the
lands. It is expected that the first well will commence drilling prior to July 1, 2001,
subject to regulatory and logistical considerations, with subsequent wells to be drilled
within prescribed time limits.

On March 27, 2001, Westlinks acquired an average 67% working interest
in 8,705 gross acres of land and 34 producing oil wells in the Grand Forks area of
southern Alberta for cash consideration of $5,500,000. The effective date of the
acquisition was January 1, 2001. The revenues and expenses will be included in the income
statement from the closing date.

On May 16, 2001, Westlinks entered into the Arrangement Agreement.
Although the Arrangement with Big Horn is described briefly herein, this item is the
subject of certain approvals being sought at the Meeting and, therefore, reference to
these matters should be made to the more extensive disclosure elsewhere in this
Information Circular. See "Part I - The Arrangement - Details of
the Arrangement". See "Part II - Information Respecting Big
Horn Resources Ltd. - Business of Big Horn". The effect of the Arrangement
on Westlinks is discussed elsewhere in this Information Circular at "Part IV -
Pro Forma Information After Giving Effect to the Arrangement" and "Appendix
H - Pro Forma Financial Statements".

On April 23, 2001, Westlinks entered into the EuroGas Agreement. On
June 5, 2001, Westlinks completed the acquisition of an aggregate of 8,275,500 Big Horn
Shares from EuroGas.

On June 12, 2001, Westlinks entered into an agreement with a private
company to acquire certain oil and gas assets in the Superb area of Saskatchewan. The
purchase price for the assets is $2,800,000, which amount will be satisfied by the payment
of $1,500,000 in cash and through the issuance of Westlinks Common Shares to be issued on
closing at a five day weighted average price. Through this acquisition, Westlinks will
acquire a 91% working interest in four existing Waseca heavy oil wells with a combined
production rate of approximately 180 Bbls/d. Closing of this acquisition is subject to
regulatory approval, but is expected to occur on or before June 29, 2001.

BUSINESS AND PROPERTIES OF WESTLINKS

The principal business of Westlinks is to acquire, explore for, develop
and produce oil and natural gas reserves in Western Canada. Westlinks' core areas are
located in the Mitsue, Sounding Lake, Sylvan Lake and Grand Forks areas of Alberta and in
the Altares area of northeast British Columbia.

Principal
Properties

Westlinks' current oil and gas operations and activities are focused in
four core areas, plus some minor properties in a non-core area, described below. In
accordance with the standard practice in the Canadian oil and gas industry, the working
interests described below are the percentage ownership of the oil and gas production
before payment of royalties.

Bigoray Area, Alberta

Westlinks sold all of its Bigoray assets on November 15, 2000 for cash
consideration of $4,494,500, effective October 1, 2000. Proceeds from the sale were used
to reduce Westlinks' bank debt and for the 2001 drilling and acquisition program. The
Schedule of Revenues and Expenses of the properties disposed of in Bigoray for the year
ended December 31, 2000 has been audited by KPMG LLP. The schedule is summarized in the
following table.

Bigoray
    Properties
    Schedule of Revenues and ExpensesYear
    Ended
    December 31, 2000Revenue
    $2,544,235Royalties
    (570,168)Operating
    expenditures
    (616,663)Excess
    of revenues over expenses
    $1,357,404


See "Appendix G - Westlinks Financial Statements (Bigoray
Disposition)" for a statement of revenues and operating expenses for the Bigoray
property for the year ended December 31, 2000.

Mitsue Area, Alberta

The Mitsue property, consisting of a 94% working interest in 8,640
acres of land, including three producing oil wells, was acquired by Westlinks in February,
2000. Westlinks is the operator of this property. The Mitsue property is located in
Northern Alberta, about 125 miles northwest of the city of Edmonton. The property is
located in a forested area on Government owned lands. Light, 43API, sweet crude oil is
produced from the Devonian Gilwood sand formation at a depth of about 5,600 feet, which is
up to 30 feet thick. Oil production has averaged approximately 90 BOPD.

The Mitsue property is adjacent to a large Gilwood sand unit that is
operated by a major oil company. Westlinks' oil is produced through flow lines to
facilities operated by the unit, and then pipelined to Edmonton. Westlinks' acquisition in
Mitsue was for the Gilwood sand formation only, and the vendor retains the rights to other
formations. There are a number of suspended wells on the Mitsue property, which Westlinks
can elect to retain or return to the vendor. Wells that Westlinks elects to keep can be
re-worked, but Westlinks will be responsible for the abandonment costs for the wells it
elects to keep. The property also has a large inventory of good quality oilfield equipment
which Westlinks has the right to salvage for sale or use in development at Mitsue or
elsewhere. Westlinks has identified two suspended Gilwood sand oil wells that it believes
may be re-equipped for production. Development options include the re-activation of shut
in wells, waterflood modifications and the drilling of additional wells. The Westlinks
Reserve Report assigned total proven plus probable reserves of 158.1 Mbbl (gross) and
141.6 Mbbl (net) of oil, 39 MMcf (gross) and 27 MMcf (net)of natural gas and 9.7 Mbbl
(gross) and 6.8 Mbbl (net) of liquids to Westlinks' interest in the Mitsue property.

Sounding Lake Area, Alberta

The Sounding Lake area is located in east central Alberta. Oil
production from the Sounding Lake area is taken from Cretaceous aged sandstone reservoirs
known as the Dina, Cummings and the General Petroleum encountered at depths of about 2,800
feet or less. In 1998, Westlinks acquired a non-operated working interest averaging about
20% in a Dina sand pool with oil pay thickness of up to 20 feet at Sounding Lake
consisting of 1,270 acres and about 35 producing wells. In May, 2000, Westlinks acquired,
effective January 1, 2000, working interests of about 36% in this pool as well as working
interests averaging about 91% in 21 producing oil wells. Westlinks is the operator of the
newly acquired assets in Sounding Lake. The oil gravity averages about 30API. The area is
primarily farm land and there is well developed infrastructure in place. Westlinks'
current oil production from the area is over 750 Bbls/d and gross land interests total
about 7,800 acres. Potential development for the area consists of the consolidation of
facilities, the implementation of a waterflood, and the drilling of additional wells. The
Westlinks Reserve Report assigned total proven reserves of 1,385.7 Mbbl (gross) and
1,193.6 Mbbl (net) of oil and 333 MMcf (gross) and 292 MMcf (net) of natural gas to
Westlinks' interest in the Sounding Lake property.

The portion of the Sounding Lake assets purchased in 2000 had a
purchase price of $11.9 million, which was financed by loans from a group of unaffiliated
investors, plus some bank financing and working capital. The Sounding Lake acquisition was
effective January 1, 2000.

The Schedule of Revenues and Expenses of the properties acquired in
Sounding Lake for the three years ended December 31, 1997 through 1999 has been audited by
KPMG LLP. The schedule is summarized in the following table.

|Sounding Lake Properties
    Schedule of Revenues and Expenses
|--------------------------------------------------------------
|                                                              
|                                                              
|Revenue                                                       
|Royalties                                                     
|Operating
    expenditures                                    
|Excess
    of revenues over expenses                          

See "Appendix G - Westlinks Financial Statements (Sounding Lake
Acquisition)" for a statement of revenues and operating expenses for the Sounding
Lake property for the three years ended December 31, 1997 through 1999.

Sylvan Lake Area, Alberta

The Sylvan Lake property is located in central Alberta, about 15 miles
west of the City of Red Deer. Westlinks has a working interest of 94% in four producing
oil wells and a saltwater disposal well on about 2,080 acres. The property is located in
an area of mixed farming and can be accessed year-round. Heavy crude oil of 16API is
produced from the Mississippian Pekisko formation. The producing zone is up to 120 feet
thick. Good infrastructure is in place, including roads, electricity, and producing
facilities. Westlinks acquired the Sylvan Lake property in September, 1999.

Since acquiring the property Westlinks has modified the facilities and
streamlined the operations to prepare for additional development. Westlinks has negotiated
a farmin and option agreement on another 640 acres of land adjacent to its holdings. A
farmin is an agreement to drill mineral rights owned or leased by another party, in which
interests are earned by the party drilling the wells. Westlinks is currently finalizing
interpretation of a three dimensional seismic survey that was recently shot over its land.
Westlinks drilled and completed a development well in May 2000. The property is presently
producing at an average of 300 BOPD. Westlinks has drilled four more successful wells in
Sylvan Lake. Westlinks has identified several additional drilling locations on its lands
in the Sylvan Lake area. The Westlinks Reserve Report assigned total proven plus probable
reserves of 1133.2 Mbbl (gross) and 953.4 Mbbl (net) of oil to Westlinks' interest in the
Sylvan Lake property.

Grand Forks Area, Alberta

The Grand Forks property is located in southern Alberta, about 75
kilometres northeast of the City of Lethbridge. Westlinks has an average working interest
of approximately 67% in 34 producing oil wells on about 5,480 acres. Medium gravity oil
and solution gas production is obtained from six Jurassic Sawtooth Pools. The Westlinks
Reserve Report assigned total proven plus probable reserves of 837.8 Mbbl (gross) and
759.1 Mbbl (net) of oil to Westlinks' interest in the Grand Forks area. Westlinks acquired
the Grand Forks property effective January 1, 2001.

The Schedule of Revenues and Expenses of the properties acquired in the
Grand Forks area for the three years ended December 31, 1998 through 2000 has been audited
by KPMG LLP. The schedule is summarized in the following table.

|Grand
    Forks Properties
    Schedule of Revenues and Expenses
|----------------------------------------------------------------
|                                                                
|                                                                
|Revenue                                                         
|Royalties                                                       
|Operating
    expenditures                                      
|Excess
    of revenues over expenses                            

See "Appendix G - Westlinks Financial Statements (Grand Forks
Acquisition)" for a statement of revenues and operating expenses for the Grand
Forks property for the three years ended December 31, 1998 through 2000.



The following tables, based on the Westlinks Reserve Report, summarizes
the oil, NGLs and natural gas reserves of Westlinks and the present worth value of
estimated future net revenue for these reserves, after provision for ARTC, using escalated
and constant prices and costs as indicated. No estimate of salvage and abandonment costs
was included in the Westlinks Reserve Report. All evaluations of future net production
revenue set forth in the tables are stated prior to the provision for income taxes, but
after overriding and lessor royalties, Crown royalties, freehold royalties, mineral taxes,
direct lifting costs, normal allocated overhead and future investments. It should not be
assumed that the discounted future net production revenues estimated by the Westlinks
Reserve Report represent the fair market value of the reserves. Other assumptions and
qualifications relating to costs, prices for future production and other matters are
included in the Westlinks Reserve Report. There is no assurance that the future price and
cost assumptions used in the Westlinks Reserve Report will prove accurate and variances
could be material.

|                                              | Petroleum and Natural Gas Reserves(1)(16)
|--------------------------------------------- | -----------------------------------------
|                                              | Oil(3)(Mbbls)                            
|                                              | Gross(9)                                 
|Constant
    Pricing(13)                      |                                          
|Proven
    Reserves(6)                        |                                          
|Proven Producing(7)                           | 2,429.2                                  
|Proven Non-Producing(7)                       | 436.8                                    
|Proven Undeveloped(7)                         | 282.4                                    
|Total
    Proven Reserves                     | 3,148.5                                  
|Risked
    Probable Reserves(8)               | 372.5                                    
|Total
    Proven and Risked Probable Reserves | 3,521.0                                  
|                                              |                                          
|Escalated
    Pricing(11)                     |                                          
|Proven
    Reserves(6)                        |                                          
|Proven Producing(7)                           | 2,202.6                                  
|Proven Non-Producing(7)                       | 405.1                                    
|Proven Undeveloped(7)                         | 265.7                                    
|Total
    Proven Reserves                     | 2,873.4                                  
|Risked
    Probable Reserves(8)               | 320.7                                    
|Total
    Proven and Risked Probable Reserves | 3,194.1                                  

|                                              | Present Worth of Future Net Production Revenue(2),(11),(12),(13)(16)
|--------------------------------------------- | --------------------------------------------------------------------
|                                              | Discounted at the rate of                                           
|                                              | 10%                                                                 
|Constant
    Pricing(13)                      | (thousands of dollars)                                              
|Proven
    Reserves(6)                        |                                                                     
|Proven Developed Producing(7)                 | 42,190                                                              
|Proven Developed Non-Producing(7)             | 9,503                                                               
|Proven Undeveloped(7)                         | 3,410                                                               
|Total
    Proven Reserves                     | 55,103                                                              
|Risked
    Probable Reserves(8)               | 6,358                                                               
|Total
    Proven and Risked Probable Reserves | 61,461                                                              
|                                              |                                                                     
|Escalated
    Pricing(13)                     |                                                                     
|Proven
    Reserves(6)                        |                                                                     
|Proven Producing(7)                           | 26,221                                                              
|Proven Non-Producing(7)                       | 4,920                                                               
|Proven Undeveloped(7)                         | 719                                                                 
|Total
    Proven Reserves                     | 31,860                                                              
|Risked
    Probable Reserves(8)               | 2,248                                                               
|Total
    Proven and Risked Probable Reserves | 34,108                                                              

Notes:

> (1) The Westlinks Reserve Report is based on ownership, production,
>     cost and revenue data supplied by Westlinks. No field inspection was made or considered
>     necessary by the evaluators. The oil and natural gas reserves in the Westlinks Reserve
>     Report were determined in accordance with generally accepted evaluation practice. Because
>     of the inherent risk in oil and gas operations, no guarantee is given or implied that the
>     conclusions of the Westlinks Reserve Report, either in production or net production
>     revenue, will be achieved. The purpose of the above table is to demonstrate the
>     "time" value of income to be received in the future. The figures are not
>     intended, nor should they be considered, as an indication of fair market value of the
>     reserves.
>     (2) "Alberta Royalty Tax Credit" ("ARTC") is a
>     provincial government program designed to stimulate the activity of the petroleum industry
>     through a rebate on Provincial Crown Royalties. Effective January 1, 1995, the rebate
>     varies from a maximum of $1.5 million when the reference price is below $100 per m3
>     to a minimum of $0.5 million when the reference price is above $210 per m3. The
>     Royalty Tax Credit Reference Price is a weighted average blended price of the non-heavy
>     oil, heavy oil, and gas par prices. Any future changes in ARTC policy will be announced
>     three years in advance of the effective date of the change.
>     (3) "Crude Oil" is a mixture, consisting mainly of pentanes
>     and heavier hydrocarbons that may contain sulphur compounds, that is liquid at the
>     conditions under which its volume is measured or estimated, but excluding such liquids
>     obtained from the processing of natural gas.
>     (4) "Natural Gas" is the lighter hydrocarbons and associated
>     non-hydrocarbon substances occurring naturally in an underground reservoir, which under
>     atmospheric conditions is essentially a gas, but which may contain liquids. The natural
>     gas reserve estimates are reported on a marketable basis, that is the gas which is
>     available to a transmission line after removal of certain hydrocarbons and non-hydrocarbon
>     compounds present in the raw natural gas and which meets specifications for use as a
>     domestic, commercial or industrial fuel.
>     (5) "Natural Gas Liquids" or "NGLs" are those
>     hydrocarbon components recovered from raw natural gas as liquids by processing through
>     extraction plants or recovered from field separators, scrubbers, or other gathering
>     facilities. These liquids include the hydrocarbon components ethane, propane, butanes and
>     pentanes plus, or a combination thereof.
>     (6) All values have been calculated before deduction of income tax.
>     (7) "Proven Reserves" are defined as those quantities of
>     crude oil, natural gas and natural gas by-products, which, upon analysis of geologic and
>     engineering data, appear with reasonable certainty to be recoverable at commercial rates
>     in the future from known oil and gas reservoirs under presently anticipated economic and
>     operating conditions. The Proven Reserves were sub-divided into the following
>     classifications, depending on their status of development.
>     (a) "Proven Developed Reserves" are Proven Reserves which can
>         be expected to be recovered through existing wells with existing equipment and operating
>         methods. This classification was further divided to include:
>         (i) "Proven Developed Producing Reserves" are Proven Reserves
>             which are presently being produced from completion intervals open for production in
>             existing wells;
>             (ii) "Proven Developed Non-Producing Reserves" are Proven
>             Reserves which are currently not being produced but do exist associated with completed
>             intervals but not producing in existing wells, behind casing in existing wells or at minor
>             depths below the present bottom of existing wells. These Proven Reserves are expected to
>             be produced through the existing wells in the predictable future. These reserves are
>             classified as proven developed since the cost of making such reserves available for
>             production is relatively small, compared to the cost of a new well.
>         (b) "Proven Undeveloped Reserves" are Proven Reserves that
>         are expected to be recovered from new wells on undrilled acreage, or from existing wells
>         where relatively major expenditures are required for the completion of these wells or for
>         the installation of processing and gathering facilities prior to the production of these
>         reserves. Reserves on undrilled acreage are limited to those drilling units offsetting
>         productive wells that are reasonably certain of production when drilled.
>     (8) "Probable Additional Reserves" are considered to be those
>     reserves which may be recoverable as a result of the beneficial effects which may be
>     derived from the future institution of some form of pressure maintenance or other
>     secondary recovery methods, or as a result of a more favourable performance of the
>     existing recovery mechanism than that which would be deemed proven at the present time, or
>     those reserves which may reasonably be assumed to exist because of geophysical or
>     geological indications and drilling done in regions which contain Proven Reserves. Although
>     the Westlinks Reserve Report does not discount reserve values or anticipated future net
>     cash flows, the Probable Reserve values for the petroleum and natural gas properties and
>     the future net cashflow from Probable Reserves have been discounted by a factor of 50% to
>     account for the risk associated with the probability of obtaining production from such
>     reserves.
>     (9) "Gross Reserves" are defined as the remaining
>     reserves owned by Westlinks, before deduction of any royalties.
>     (10) "Net Reserves" represent the total of Westlinks' working
>     interests and/or royalty interests share of reserves after deducting the amounts
>     attributable to the royalties owned by others.
>     (11) The Escalated Price case assumes the continuance of current laws
>     (including ARTC), regulations, increases in wellhead selling prices as well as inflation
>     with respect to future operating and capital costs. In the Westlinks Reserve Report, an
>     escalation factor of 3% per annum has been applied to operating and capital costs. Product
>     prices in the escalated case evaluation are based upon the March 1, 2001 price forecast of
>     Alberta Treasury Branches. Oil prices are adjusted for quality and transportation and gas
>     prices reflect individual property gas purchase contracts. Specific annual prices taken
>     from the March 1, 2001 price forecast of Alberta Treasury Branches are as follows:

|                                     | Oil                                | Natural Gas                     
|------------------------------------ | ---------------------------------- | --------------------------------
|Year                                 | Hardisty
    Heavy 12API
    $/Bbl | Edmonton
    Par 40API
    $/Bbl
|2001                                 | 21.00                              | 36.00                           
|2002                                 | 19.00                              | 31.00                           
|2003                                 | 17.50                              | 27.50                           
|2004                                 | 18.00                              | 28.00                           
|2005                                 | 18.50                              | 28.50                           
|2006                                 | 19.00                              | 29.00                           
|2007                                 | 19.50                              | 29.50                           
|2008                                 | 20.00                              | 30.00                           
|2009                                 | 20.50                              | 30.50                           
|2010                                 | 21.00                              | 31.00                           
|2011                                 | 21.50                              | 31.50                           
|2012                                 | 22.00                              | 32.00                           
|2013                                 | 22.50                              | 32.50                           
|2014                                 | 23.00                              | 33.00                           
|2015                                 | 23.50                              | 33.50                           
|2016                                 | 24.00                              | 34.00                           
|2017                                 | 24.50                              | 34.50                           
|2018                                 | 25.00                              | 35.00                           
|2019                                 | 25.50                              | 35.50                           
|2020                                 | 26.00                              | 36.00                           
|Escalation
    Rate of 2% thereafter

> Notes:
>     (a) TransCanada Gas Services Ltd., formerly WGML
>         (b) Progas Limited
>         (c) Pan-Alberta Gas Ltd.
>     (12) In order to realize the full value of the reserves, the Westlinks
>     Reserve Report, using escalating prices, estimates capital expenditures will be required
>     as follows:

Year
    Proven
    ($000's)
    Probable
    ($000's)
    Total
    Proven
    and Probable
    ($000's)2001
    2,291
    -
    2,2912002
    -
    2,178
    2,1782003
    -
    -
    -Thereafter
    -
    -
    -Total
    Capital
    2,291
    2,178
    4,469


> (13) The constant price case assumes the continuance of current laws
>     (including ARTC) as well as no inflation of operating or capital costs. Product prices in
>     the constant case evaluation are based upon crude oil, natural gas and natural gas product
>     prices as January 1, 2001. Specific prices taken from the Westlinks Reserve Report
>     constant price forecast are as follows:

|                                 |               |                           |                   | Natural Gas Liquids
|-------------------------------- | ------------- | ------------------------- | ----------------- | -------------------
|Area                             | Oil
    $/bbl | Natural
    Gas
    $/Mcf | Propane
    $/bbl | Butanes
    $/bbl  
|Grand
    Forks, Alberta         | 21.93         | -                         | -                 | -                  
|Mitsue,
    Alberta              | 39.70         | 9.18                      | -                 | 46.96              
|Sounding
    Lake East, Alberta  | 35.64         | -                         | -                 | -                  
|Sounding Lake North,
    Alberta | 34.69         | 10.20                     | -                 | -                  
|Sounding
    Lake West, Alberta  | 37.33         | 10.76                     | -                 | -                  
|Sylvan
    Lake, Alberta         | 34.86         | -                         | -                 | -                  
|Altares,
    British Columbia    | -             | 9.69                      | 47.69             | 36.83              

> (14) The reserve categories of Proven Developed Non-Producing and
>     Proven Undeveloped, as defined above, can be combined into a National Policy 2B reserve
>     category of Proved Non-Producing Reserves.
>     (15) The correlation between National Policy 2B definitions and those
>     used in the Westlinks Reserve Report can be summarized as follows:

National
    Policy No. 2B
    Westlinks
    Reserve ReportPROVED
    PROVENProved
    Producing
    Proven
    Developed ProducingProved
    Non-Producing
    Proven
    Developed Non-Producing
    Proven UndevelopedPROBABLE
    ADDITIONAL
    PROBABLE


> (16) Abandonment and reclamation
>     costs have not been included in the Westlinks Reserve Report.
>     (17) Natural gas reserves are reported at a base pressure of 14.65
>     pounds per square inch and a base temperature of 60F.
>     (18) Prices for Edmonton are reported at a base pressure of 14.65
>     pounds per square inch and a base temperature of 60F.
>     (19) Numbers may not add due to rounding.

Drilling History

For the periods indicated, Westlinks has drilled or participated in the
drilling and/or re-entry of gross wells and net wells as follows:

|                      | Three Months Ended
    March 31, 2000 | Year Ended
    December 31, 2000 | Year Ended December 31, 1999 | Year Ended
    December 31, 1998
|--------------------- | ------------------------------------- | -------------------------------- | ---------------------------- | --------------------------------
|                      | Gross(1)                              | Net(1)                           | Gross(1)                     | Net(1)                          
|Oil
    Wells         | 0                                     | 0                                | 9                            | 8.26                            
|Natural
    Gas Wells | 0                                     | 0                                | 2                            | 1.27                            
|Abandoned             | 0                                     | 0                                | 2                            | 1.14                            
|Total                 | 0                                     | 0                                | 13                           | 10.67                           

Notes:

> (1) "Gross" wells means the number of whole wells.
>     (2) "Net" wells means Westlinks' working interest in the
>     gross wells.

Undeveloped Lands

The following table sets out Westlinks'
undeveloped land holdings as at May 31, 2001:

Gross(1)
    Net(2)(acres)Southern
    Alberta
    7,545
    5,827East
    Central Alberta
    7,202
    6,495Northern
    Alberta
    7,840
    7,840Total
    22,587
    20,162


Notes:

> (1) "Gross" refers to the total acres in which Westlinks has
>     an interest.
>     (2) "Net" refers to the total acres in which Westlinks has an
>     interest, multiplied by the percentage working interest therein owned by Westlinks.

In addition, Westlinks owns 285.8 kilometres of two-dimensional seismic
data and 34.5 square kilometres of three-dimensional seismic data.

Production History

The following table summarizes Westlinks' working interest production
during the periods indicated.

|                               | Three
    Months ended March 31, 2001 | Year
    Ended
    December 31, 2000 | Year
    Ended
    December 31, 1999 | Year
    Ended
    December 31, 1998
|------------------------------ | ------------------------------------- | ------------------------------------ | ------------------------------------ | ------------------------------------
|Oil and
    NGL's (MBbls)      | 105                                   | 410                                  | 93                                   | 86                                  
|Gas
    (Mcf)                  | 34                                    | 63                                   | 61                                   | 220                                 
|Total
    (MBOE @ 6:1)         | 111                                   | 421                                  | 100                                  | 108                                 
|Average
    production per day | 1,232                                 | 1,150                                | 274                                  | 296                                 

Westlinks' current average daily production is approximately 1,562
Bbls/d of crude oil and NGLs and 300 mcf/d of natural gas.

Oil and Natural Gas
Wells

The following table summarizes Westlinks' interest in producing and
non-producing oil and gas wells as at May 31, 2001:

Producing Oil Wells
    Producing Gas Wells
    Non-Producing Oil and Gas Wells Capable of ProductionAlberta
    Gross
    Net
    Gross
    Net
    Gross
    NetMitsue
    5.0
    5.0
    0.0
    0.0
    4.0
    4.0Sounding
    Lake East
    7.0
    7.0
    0.0
    0.0
    5.0
    5.0Sounding
    Lake West
    32.0
    17.3
    0.0
    0.0
    11.0
    6.3Grand
    Forks
    36.0
    26.2
    2.0
    0.5
    13.0
    11.9Sounding
    Lake North
    10.0
    9.2
    0.0
    0.0
    15.0
    15.0Sylvan
    Lake
    9.0
    7.7
    0.0
    0.0
    0.0
    0.0TOTAL
    WELLS
    99.0
    72.4
    2.0
    0.5
    48.0
    42.2




The following table summarizes the capital expenditures made by
Westlinks during the periods indicated, expressed in Canadian dollars:

Three
    Months Ended March 31, 2001
    Year
    Ended December 31, 2000
    Year
    Ended December 31, 1999
    Year
    Ended December 31, 1998($000's)Land,
    Seismic and Acquisitions
    $5,309
    $8,106
    $2,676
    $244Drilling
    (exploration and development)
    127
    3,468
    341
    27Facilities
    209
    3,426
    728
    4Miscellaneous
    206
    89
    24
    2TOTAL
    $5,851
    $15,079
    $3,769
    $277


DESCRIPTION OF
WESTLINKS SHARE CAPITAL

The authorized share capital of Westlinks consists of an unlimited
number of Westlinks Common Shares and an unlimited number of preferred shares without
nominal or par value. The preferred shares may be issued in one or more series as
determined by the Westlinks Board. Pursuant to the terms of the Eurogas Agreement,
Westlinks will designate one series of preferred shares as the first preferred shares,
Series I (the "Westlinks Preferred Shares"). As of the date hereof there
are 5,673,639 Westlinks Common Shares issued and outstanding, 565,000 Westlinks Options
outstanding and no Westlinks Preferred Shares issued and outstanding. Prior to the
Effective Date, Westlinks expects to issue 6,123,870 Westlinks Preferred Shares pursuant
to the terms of the Eurogas Agreement. In addition, as at the date hereof, Westlinks has
issued common share purchase warrants entitling the holders thereof to acquire an
aggregate of 1,135,000 Westlinks Common Shares at an exercise price of U.S. $4.50 per
share and common share purchase warrants entitling the holders thereof to acquire an
aggregate of 100,000 Westlinks Common Shares at an exercise price of U.S. $5.40 per share.
The following is a summary of the rights, privileges, restrictions and conditions
attaching to the Westlinks authorized share capital.

Westlinks Common Shares

The holders of Westlinks Common Shares are entitled to one vote for
each share held on all matters properly submitted to Westlinks shareholders, except
matters which are required to be voted on as a particular class or series of shares.
Cumulative voting for directors is not permitted. Holders of Westlinks Common Shares are
entitled to those dividends declared by the Westlinks Board out of legally available
funds. In the event of a liquidation, dissolution or winding up of the affairs of
Westlinks, holders of Westlinks Common Shares are entitled to receive, pro rata, the net
assets of Westlinks available after provision has been made for the preferential rights of
the holders of preferred shares. Holders of outstanding Westlinks Common Shares have no
pre-emptive, conversion or redemption rights. All of the issued and outstanding Westlinks
Common Shares, and all unissued Westlinks Common Shares, when offered and sold will be
duly authorized, validly issued, fully paid and non-assessable. To the extent that
additional Westlinks Common Shares may be issued in the future, the relative interests of
the then existing holders of Westlinks Common Shares may be diluted.

Preferred Shares

The Westlinks Board is authorized to issue from time to time, without
shareholder authorization, in one or more designated series, unissued shares of preferred
shares with such dividends, redemption, conversion and exchange provisions as may be
provided by the Westlinks Board with regard to such particular series. Any series of
preferred shares may possess voting, dividend, liquidation and redemption rights superior
to those of the Westlinks Common Shares.

The rights of the holders of Westlinks Common Shares are subject to and
may be adversely affected by the rights of the holders of any preferred shares that
Westlinks may issue in the future. The issuance of a new series of preferred stock could
make it more difficult for a third party to acquire, or discourage a third party from
acquiring, the outstanding Westlinks Common Shares and make removal of the Westlinks Board
more difficult.

In connection with the Eurogas Agreement, Westlinks has undertaken to
designate one series of preferred shares as the first preferred shares, Series I (the
"Westlinks Preferred Shares"). Holders of Westlinks Preferred Shares will
not be entitled to vote at any meeting of Westlinks' Shareholders, except to the extent
such a right is conferred on the holder thereof by the Business Corporation Act
(Alberta). Holders of Westlinks Preferred Shares will not be entitled to receive any
dividends thereon until the first anniversary of the date of issuance of such Westlinks
Preferred Shares, from and after which holders of Westlinks Preferred Shares shall be
entitled to receive fixed cumulative preferential cash dividends of $0.085 per share per
annum, payable quarterly. The redemption amount for each Westlinks Preferred Share will be
$0.85. In the event of a liquidation, dissolution or winding-up of Westlinks, whether
voluntary or involuntary, holders of Westlinks Preferred Shares will be entitled to
receive, before any distribution of any part of the assets of Westlinks among holders of
Westlinks Common Shares, an amount per share equal to the redemption amount for such
Westlinks Preferred Shares. Westlinks Preferred Shares will be transferrable. As at the
date hereof, there are no Westlinks Preferred Shares issued and outstanding. Prior to the
Effective Date, Westlinks expects to issue 6,123,870 Westlinks Preferred Shares pursuant
to the terms of the Eurogas Agreement. There is no market for the Westlinks Preferred
Shares and none is expected to develop. For the full text of the Westlinks Preferred
Shares share rights, see "Plan of Arrangement  Schedule A".

Warrants

On January 16, 2001, Westlinks issued an aggregate of 1,100,000 common
share purchase warrants and on January 25, 2001, Westlinks issued an aggregate of 35,000
common share purchase warrants. Each warrant allows its holder to purchase, until July 16,
2001, one Westlinks Common Share for U.S. $4.50 per share. The warrants were issued under
the terms of a warrant trust indenture between Westlinks and Montreal Trust Company of
Canada, as trustee for the warrant holders. Westlinks has authorized and reserved for
issuance the Westlinks Common Shares issuable on exercise of the warrants.

The warrant exercise price and the number of Westlinks Common Shares
that may be purchased upon the exercise of the warrants are subject to adjustment in the
event of:

> a dividend on the Westlinks Common Shares;
>     a subdivision of the Westlinks Common Shares;
>     a split of the Westlinks Common Shares;
>     a reorganization of the Westlinks Common Shares;
>     a merger of Westlinks with or into another corporation; or
>     a sale of Westlinks Common Shares at a price which is discounted
>     greater than 10% to the market price at the time Westlinks approves the sale

The warrants do not confer upon the warrant holder any voting or other
rights of a holder of Westlinks Common Shares.

On January 16, 2001, Westlinks issued a further 100,000 common share
purchase warrants to certain arm's length parties in connection with a financing completed
in January, 2001. Each such warrant entitles the holder thereof to purchase one Westlinks
Common Share at an exercise price of U.S. $5.40 per share. Such warrants may not be
exercised until January 16, 2002, but may be exercised for a four year period thereafter.
All such warrants are non-transferrable except in limited circumstances.

CAPITALIZATION OFWESTLINKS

The following table sets forth Westlinks' consolidated capitalization
as at December 31, 2000, and as at May 31, 2001:

Authorized
    As
    at
    December 31, 2000
    As
    at
    May 31, 2001(unaudited)Long-Term
    Debt(1)(4)
    
    $8,403,000
    $8,400,000Westlinks
    Common Shares(2)(3)
    unlimited
    $4,881,346
    (4,595,139 shs)
    $11,092,868
    (5,673,639 shs)Contributed
    Surplus
    
    $150,500
    $150,500Retained
    earnings
    
    $2,645,504
    $3,255,868Total shareholders' equity
    
    $7,677,350
    $14,449,236Total
    capitalization
    
    $16,080,350
    $22,799,236


Notes:

> (1) As at May 31, 2001, Westlinks had a revolving credit facility
>     for $12.0 million which requires monthly interest payments, subject to the bank's right of
>     demand. The loan bears interest at the bank's prime rate plus 0.25% per annum. The loan is
>     secured by a floating charge debenture in the amount of $25,000,000 over all of Westlinks'
>     assets.
>     (2) Westlinks has authorized an unlimited number of Westlinks Common
>     Shares. At May 31, 2001, there were 5,673,639 Westlinks Common Shares issued and
>     outstanding
>     (3) At the date hereof, a total of 565,000 Westlinks Common Shares are
>     reserved for issuance pursuant to outstanding stock options at exercise prices ranging
>     from $6.15 to $6.20 per share. In addition, a total of 1,235,000 Westlinks Common Shares
>     are reserved for issuance pursuant to outstanding common share purchase warrants
>     exercisable at prices ranging from U.S. $4.50 to U.S. $5.40 per share.
>     (4) At March 31, 2001, Westlinks' long term debt net of working
>     capital deficiency was $7,860,375.
>     (5) On June 5, 2001, Westlinks undertook to issue 6,123,870 Westlinks
>     Preferred Shares to EuroGas as partial consideration for 8,275,500 Big Horn Shares.
>     (6) Effective June 12, 2001, Westlinks entered into an agreement of
>     purchase and sale in respect of certain oil and gas properties located in the Superb area
>     of Saskatchewan. A portion of the consideration to be paid by Westlinks for such oil and
>     gas properties consists of $1,300,000 worth of Westlinks Common Shares to be issued at a
>     five day weighted average closing price on the date of closing of the acquisition.

WESTLINKS
MANAGEMENT'S DISCUSSION OF OPERATING RESULTS

Three Months Ended March 31, 2001
(unaudited) Compared to Three Months Ended March 31, 2000 (unaudited)

Revenue

Oil and gas revenues for the quarter increased 146% to $4,288,379 from
$1,740,985 for the same quarter in 2000. Included in oil revenue is $189,651 of oil
hedging gains attributed to the close out of the oil hedge put in place in late 2000. The
remaining deferred hedging gain will be recognized over the period of the original hedge.
Westlinks' average oil price for the quarter increased by 1% to $37.72/Bbl from $37.51 in
the same period in 2000 while the gas price substantially increased 180% to $8.93/Mcf from
$3.19 in the first quarter of 2000.

Royalties

Net royalties as a percentage of revenues dropped to 16.5% of net
revenues or $707,711 in 2001 from 22.5% of net revenues or $391,860 in the first quarter
of 2000. The decrease in royalties, as a percentage of revenues, is attributable to the
sale of the Bigoray area in late 2000, a much higher royalty burdened property than
Westlinks' other properties.

Operating Costs

Operating costs for the quarter significantly increased to $1,370,757
or $12.36/Bbl up 238% from the same period of a year ago. The increase in total operating
costs is attributable to the 128% increase in production, one-time freehold mineral tax
payments and the high costs of trucking and third party processing of fluids at our
Sounding Lake and Sylvan Lake areas. To immediately reduce operating costs, Westlinks has
initiated plans to construct a pipeline and central processing facility at Sounding Lake
to transport and process the fluids at a substantially reduced cost than Westlinks has
experienced. A similar project is currently being evaluated at our Sylvan Lake property.
The Sounding Lake project should be operational in the third quarter of 2001 and we
expect, on a per unit basis, the operating expenses will drop throughout the year. As a
result of the facility installations, further development and well optimizations are being
considered. The resulting production increases should further reduce per unit operating
costs.

General and Administrative

General and administrative expenses totalled $256,728 ($2.32 per BOE)
for the quarter, as compared to $214,175 ($4.32 per BOE) for the same period in 2000
representing a 20% increase. The increase in total general and administrative expenses is
due to higher staff and consulting levels associated with the production increase for the
quarter and is lower on a per BOE basis due to the increased production.

Interest Expense

Interest expense for the quarter decreased 38% to $40,219 ($0.36 per
BOE) from $64,356 ($1.30 per BOE) due to carrying reduced debt levels as a result of the
common stock public offering, which closed in January 2001.

Depletion, Depreciation and Site Restoration

Depletion, depreciation and site restoration increased 163% to $948,600
($8.56 per BOE) for the quarter compared to $360,340 ($7.26 per BOE) in the first quarter
of 2000. The increase is primarily due to the increased production levels in the quarter
and on a BOE basis, the increase in a result of the significant increase in infrastructure
costs currently being experienced in the energy sector.

Cash Flow and Earnings

Cash flow from operations increased sharply to $3.3 million or $0.60
per share, a 395% increase from a year ago. Westlinks benefited from the closing of the
oil hedge put in place in late 2000, the 128% increase in production for the quarter and
the continued strong commodity prices. Net earnings for the quarter were up 286% to $0.6
million or $0.11 per share, up from $0.2 million or $0.04 per share for the same period in
2000.

Capital Expenditures

Westlinks' capital expenditures for the quarter increased 73% to a
total of $5,851,065 compared with $3,379,758 for the same quarter in 2000. A significant
portion of the quarter's expenditures were to purchase the Grand Forks property which
added a new core area for Westlinks.

Liquidity and Capital Resources

Westlinks experienced a working capital deficiency at March 31, 2001 of
$1,425,375 compared with a deficiency of $2,337,578 on March 31, 2000. The reduction of
the working capital deficit is primarily due to the classification of long term debt of
$1,850,000, as current in the first quarter of 2000. In addition, Westlinks experienced no
capital intensive drilling, completion or facilities programs in the quarter ended March
31, 2001 which reduced Westlinks' accounts payable balances as compared with the same
period one year ago. As of March 31, 2001, Westlinks had drawn $6,435,000 of its
$9,000,000 credit facility, leaving an unused portion of $2,565,000 for future use. In May
2001, Westlinks' credit facility was increased to $12,000,000, which combined with the
forecasted strong cash flow, is sufficient to sustain Westlinks' operational and capital
requirements.

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

Revenue

Oil and gas revenues for 2000 increased 564% to $16,700,151 from
$2,515,456 in 1999. The over five-fold increase in revenues is attributed to the continued
strong commodity prices experienced throughout 2000 and the 312% increase in production
from 279 BOE/D in 1999 to 1,150 BOE/D in 2000. Westlinks received an average oil price in
2000 of $39.79 per barrel of oil compared with an average oil price in 1999 of $25.43, a
56% price increase.

Royalties

Net royalties as a percentage of revenues increase marginally to 19.8%
of net revenues or $3,310,138 in 2000 from 17.6% of net revenues or $442,335 in 1999. The
increase in royalties, as a percentage of revenues, is attributable to the continued
strength in the commodity prices coupled with the five-fold increase in production. In
addition, historically, Westlinks has not had the advantage of the benefit of the Alberta
Royalty Tax Credit ("ARTC") as the company has typically purchased properties
that are restricted and not eligible for ARTC, so the drop in the ARTC rate has not
negatively impacted Westlinks.

Operating Costs

Operating costs for 2000 significantly increased to $4,029,703 or $9.57
per BOE up 415% from $862,546 or $7.21 per BOE. The increase in total operating costs is
clearly a result of the increase in production and the sharp increase in supply and
service prices associated with the increasing demand in the energy sector.

General and Administrative

General and administrative expenses totalled $1,391,297 ($3.31 per BOE)
for 2000, as compared to $718,569 ($7.06 per BOE) for 1999 representing a 62% increase.
The increase in total general and administrative expenses is due to higher staff and
consulting levels associated with the production increase and Westlinks' active
acquisition and divestiture program and is lower on a per BOE basis due to the increased
average daily production.

Interest Expense

Westlinks interest expense for 2000 increased to $833,342 ($1.98 per
BOE) from $131,872 ($1.29 per BOE) in 1999 as a result of the active acquisition and
divestiture program that Westlinks participated in resulting in increased levels of debt
usage. In addition, Westlinks financed a portion of the 2000 capital program with an
investor finance group, with the loans bearing an interest rate of 12% which was higher
that the current bank prime rate. On a per BOE basis, the interest expense increase was
not as dramatic due to the substantial increase in production experience during the 2000
fiscal year.

Depletion, Depreciation and Site Restoration

Depletion, depreciation and site restoration increased to $4,493,223
($10.67 per BOE) for 2000 compared to $841,580 ($ 8.26 per BOE) in 1999. The increase is
primarily due to the increased production levels in 2000 and on a BOE basis, the increase
in a result of the significant increase in infrastructure costs currently being
experienced in the energy sector.

Cash Flow and Earnings

Cash flow from operations increased to $5,875,500 or $1.33 per share
(basic), a dramatic increase from $293,767 or $0.10 per share (basic) in 1999. The cash
flow increase can be attributed to the steady rise in commodity prices and the production
increases associated with the net acquisitions and the successful wells drilled in
Westlinks' core areas. Westlinks net earnings for 2000 were up significantly to $2,331,200
or $0.53 per share (basic), up from a loss of ($49,527) or ($0.02) per share for 1999.

Capital Expenditures

Westlinks gross capital expenditures for 2000 totalled $20,853,515
compared with $3,768,926 for 1999. On a net basis, Westlinks' capital expenditures were
$15,443,547 in 2000 and $2,972,126 in 1999. In 2000, the Westlinks purchased the Sounding
Lake area for $11,9000,000, disposed of the Bigoray area for $4,494,500 and drilled 13
gross wells (10.7 net).

Liquidity and Capital Resources

Westlinks experienced a working capital deficiency at December 31, 2000
of $3,164,681compared with a deficiency of $1,034,967 on December 31, 1999. The
increase in the working capital deficit is primarily due to the multi-well drilling
program Westlinks performed in the Sylvan Lake area close to the end of the year. As of
December 31, 2000, Westlinks had drawn $8,403,000 of its $9,000,000 credit facility,
leaving an unused portion of $597,000 for future use. The Company was aware of the limit
unused portion of its credit facilities, however, with the infusion of capital from the
common share and warrant public offering in January 2001, Westlinks was able to reduce it
bank debt to more acceptable levels and provide Westlinks with the Balance Sheet strength
to participate in the energy industry's current consolidation of assets and company's.

Year Ended December 31, 1999 Compared to Year Ended
December 31, 1998

Production Revenue

Total oil and gas revenue net of royalties was $2,515,456 in 1999
compared to $1,786,172 in 1998, which represents a 41% increase. The revenue increased due
to higher commodity prices, especially crude oil in the last half of 1999, and increased
oil volumes.

Oil sales revenue before royalties increased 62% from $1,465,292 in
1998 to $2,379,417 in 1999. This increase was primarily due to a 57% increase in the
realized prices. In 1999, Westlinks' average per Bbl crude oil price realized was $25.45
compared to $15.72 in 1998. The revenue for 1999 has been adjusted to reflect the cost of
Westlinks' hedging program, which totalled $72,882 in 1999. In addition, oil production
increased from 86,511 Bbls to 93,487 Bbls representing an increase of approximately 8%.
The increase in production was due to acquisitions made in the fourth quarter of 1999.

During the fourth quarter of 1999, Westlinks made two significant
producing oil property acquisitions at Bigoray and Sylvan Lake. The increase in production
from these properties on a daily basis was 175 Bbls/d and 80 Bbls/d, respectively. Actual
production during the month of December was 440 BOE/D compared to the 1999 yearly average
of 279 BOE/D.

Gas revenue before royalties decreased 58% from $320,880 in 1998 to
$136,039 in 1999 as a result of the sale of several non-core properties during 1999.
Overall gas production volumes were down 72% from 220,400 Mcf in 1998 to 61,068 Mcf in
1999. Actual gas prices realized increased from $1.68 per Mcf in 1998 to $2.16 per Mcf in
1999.

Royalties

Total net royalties for 1999 and 1998 were $442,335 and $96,237
respectively. As a percentage of oil and gas revenue, royalties were 18% in 1999 and 5% in
1998. The increase was largely due to Westlinks' purchase of producing properties that are
not eligible to receive Alberta Royalty Tax Credits, which significantly reduce the impact
of Crown royalties, and the settlement of a gross overriding royalty disputes. In
addition, Crown royalties are calculated on a sliding scale basis and were impacted by
rising commodity prices.

Operating Expenses

Operating costs were $782,281 in 1999, which were 8% lower than the
1998 operating costs of $849,107. On a BOE basis, operating costs were $7.68 in 1999
compared to $7.73 in 1998. The overall decrease was the result of the sale of non-core
properties with higher operating costs.

Westlinks follows the "successful efforts" method of
accounting: capital expenditures that are incurred which do not result in economical
recoverable reserves are charged to exploration expenses. Exploration expenses were $2,655
in 1999 compared to $3,570 in 1998.

General and Administrative Expenses

General and administrative expenses increased 68% from $426,895 in 1998
to $718,569 in 1999. On a BOE basis administrative expenses increased from $3.88 to $7.06.
The increase was largely due to a one-time management restructuring charge of
approximately $190,000, representing severance payments for the termination of two
employees, and the addition of staff during the last quarter as a result of property
acquisitions. Administrative costs for the fourth quarter of 1999 decreased to $5.04 per
BOE as a result of the fourth quarter acquisitions.

During the year ended December 31, 1999, Westlinks was unsuccessful in
implementing a proposal to acquire various interests in independent oil and gas companies.
As a result, Westlinks incurred $145,470 of non-recurring merger costs. No such costs were
incurred in the year ended December 31, 1998.

Interest Expense

Interest expense decreased 29% from $185,153 in 1998 to $131,872 in
1999. The decrease was due to lower debt outstanding for the first three quarters of 1999
as compared to 1998. Due to the acquisitions in the fourth quarter, long term debt
increased to $2.6 million by year end.

Depletion, Depreciation and Amortization Expense

Depletion and depreciation for 1999 and 1998 were $841,580 and
$804,943, respectively. On a BOE basis, depletion and depreciation were $8.45 and $7.42
respectively. The increase reflects a higher cost basis in Westlinks' capital assets.

During 1999, Westlinks sold several non-core oil and gas properties,
which resulted in a gain of $91,402. In addition, an investment in a private company was
sold which resulted in a gain of $160,000. During 1998, non-core properties were sold
which resulted in a gain of $946,738.

During the years ended December 31, 1999 and December 31, 1998,
Westlinks had interest income of $1,493 and $7,373, respectively. The decrease was due to
lower average cash balances for the 1999 period as compared to the 1998 period.

Income Taxes

Westlinks accounts for income taxes using the liability method of
income tax allocation. Under this method, income tax assets and liabilities are recorded
to recognize future income tax inflows and outflows arising from the settlement or
recovery of assets and liabilities at the carrying values. In 1999, Westlinks had a future
income tax recovery of $246,884 compared to future income taxes of $120,297 in 1998. The
recovery was largely due to loss carry forwards not previously recognized.

Cash Flow and Net Income

Cash flows from operations were $293,767 in 1999 and $232,583 in 1998.

In 1999, Westlinks reported a net loss of $49,527 compared to net
income in 1998 of $254,081.

Capital Expenditures

Capital expenditures amounted to $3,768,926 and $277,021 in 1999 and
1998, respectively. The increase in 1999 from 1998 was due to the purchase of two
producing properties, Sylvan Lake and Bigoray, in the fourth quarter, for approximately
$3.6 million.

In 1999, Westlinks purchased all the issued and outstanding shares of a
separate subsidiary for $400,000. This purchase resulted in Westlinks having the right to
acquire the Bigoray property.

The proceeds on disposal of capital assets for 1999 and 1998 were
$796,800 and $2,027,700, respectively. These proceeds were from the sale of non-core,
non-operated oil and gas properties.

Liquidity and Capital Resources

Westlinks' working capital was a deficit of $1,034,967 at December 31,
1999 compared to a deficit of $17,473 at December 31, 1998. The increase in the deficit
between December 31, 1998 and December 31, 1999 was largely due to the increase in the
current portion of the long-term debt from $100,000 to $1,075,000. At December 31, 1999
and 1998 Westlinks had a revolving reducing credit facility with a Canadian bank.
Annually, the facility is reviewed and, due to acquisitions and successful drilling
results, the facility was increased and no loan reductions were required.

Westlinks increased total debt by $2.6 million in 1999 and by $800,000
in 1998. The 1999 and 1998 increases were used for capital expenditures. Westlinks had no
long term debt in 1997 but did have an agreement payable of $3.8 million with respect to
the acquisition of I.G. Resources Inc. In 1998 the agreement payable was paid, financed in
part by bank debt.

In 1999 Westlinks raised $1,237,278 from the issue of shares through
private placements and the exercise of stock options. In 1998 no shares were issued for
cash.

DIRECTORS AND
OFFICERS OFWESTLINKS

The following are the names and the municipalities of residence of the
current directors and officers of Westlinks, their positions and offices with Westlinks,
their principal occupations during the past five years and their holdings of Westlinks
Common Shares as at the date hereof.

Name,
    Municipality of Residence and Position
    Principal
    Occupation
    Director
    Since
    Number
    of Westlinks Common Shares Held Directly or Indirectly or Over which Control and Direction
    is Exercised(1)John P. McGrain
    Los Angeles, California
    President and Chairman
    Independent
    Businessman and partner, Patrick Williams Advisors of Pasadena, California;
    May,
    2001
    463,800Peter R. Sekera
    Calgary, Alberta
    Director
    From
    June 30, 1998 through April 10, 2001, Westlinks' President and Chief Executive Officer.
    Prior thereto, Chief Executive Officer and a director of Westlinks' predecessor, Temba
    Resources Ltd. from its incorporation in July, 1996. During that time, Mr. Sekera has also
    held the office of Chairman.
    June,
    1998
    567,100Edward C. McFeely 
    Calgary, Alberta
    Director
    Director
    of Westlinks since its amalgamation in June, 1998, and served as Vice-President,
    Engineering from October, 1998 to May, 1999 and as Executive Vice-President of Engineering
    from October, 1999 to October, 2000. Previously, Mr. McFeely was an independent
    engineering consultant from July, 1996 to October, 1998. Prior thereto, he was the
    President and CEO of Prize Energy Inc. from December, 1993 to June, 1996.
    June,
    1998
    571,180H.S. (Scobey) Hartley
    Calgary, Alberta
    Director
    President
    of Scaffold Connections Corp., Chairman of Prism Petroleum Ltd. since January, 1997 and
    was the President of Prism Petroleum Ltd. and a predecessor company from December, 1990
    through December, 1996. Mr. Hartley has served as the President of Faster Oilfield
    Services since June, 1995.
    May,
    2000
    nilNorman J. MacKenzie
    Calgary, Alberta
    Director
    Chairman
    of Raptor Capital Corporation since January, 1998 and President thereof from December,
    1996 until January, 1998. Mr. MacKenzie has been President of Normac Investments Inc.
    since 1989.
    May,
    2000
    nilNorman W.G. Wallace
    Calgary, Alberta
    Director
    Owner
    of Wallace Construction Specialities Ltd. since 1972.
    May,
    2000
    nilThomas J. Jacobsen
    Calgary, Alberta
    Director and Vice-Chairman
    President,
    Empire Petroleum Corporation, a private oil and gas company. Executive Vice-President of
    Operations for Westlinks from October, 1999 through October, 2000. Through his company,
    Wells Gray Resort & Resources Ltd., Mr. Jacobsen performed consulting services for
    Westlinks through April 15, 2001, including managing Westlinks' drilling, completion and
    equipping projects. Mr. Jacobsen was President and CEO of Niaski Environmental Inc. from
    November, 1996 to February, 1999, and currently serves as a director thereof. Niaski
    Environmental Inc. is listed on the CDNX and made a proposal to its creditors under the Bankruptcy
    and Insolvency Act, which was approved by the creditors, but as at the date hereof,
    had not yet been funded and completed.
    February,
    1999
    295,000Bruce A. Stewart
    Calgary, Alberta
    CFO, Corporate Secretary and Treasurer
    Mr.
    Stewart joined Westlinks in April 2001 as Chief Financial Officer and Treasurer and was
    recently appointed Corporate Secretary of the Corporation. Prior to joining Westlinks, Mr.
    Stewart was Controller of VISTA Midstream Solutions Ltd., a privately held Midstream
    company specializing in gathering and processing of natural gas. He was Controller of
    Calahoo Petroleum Ltd., a junior oil and gas company listed on the TSE, from 1998 to 2000
    and prior to that was employed by Novagas Canada Ltd., a NOVA Corporation subsidiary. Mr.
    Stewart received his Certified Management Accountant designation in 1991.
    n/a
    nil


Note:

> (1) Does not include any Westlinks Common Shares which the directors
>     and officers may acquire through the exercise of Westlinks Options.

At the date hereof, the directors and senior officers of Westlinks as a
group beneficially own, directly or indirectly, 1,897,080 Westlinks Common Shares
(representing approximately 33.44% of the total issued and outstanding Westlinks Common
Shares) and 475,000 Westlinks Options (representing approximately 84.1% of the outstanding
Westlinks Options).

The Westlinks Board

Westlinks is authorized to have a board of not less than three
directors and not more than ten. Westlinks currently has sevendirectors. At the
Annual Meeting of holders of Westlinks Common Shares to be held on June 26, 2001,
management of Westlinks intends to make a motion that the Westlinks Board consist of five
persons and intends to nominate Messrs. McGrain, Hartley, MacKenzie, Wallace and Jacobsen
to be elected as directors of Westlinks. The directors are elected for a term of about one
year, from annual meeting to annual meeting, or until an earlier resignation, death or
removal. Each officer serves at the discretion of the board or until an earlier
resignation or death. There are no family relationships among any of our directors or
officers. Alberta corporate law requires that Westlinks have at least two independent
outside directors who are not officers or employees of Westlinks.

Committees of the Westlinks Board

The Westlinks' Board currently has an audit committee, a compensation
committee and an environmental and safety committee.

> Audit Committee. The audit committee consists of Mr. MacKenzie,
>     Mr. Hartley and Mr. Wallace, each of whom are independent. The audit committee reviews in
>     detail and recommends approval of the full board of Westlinks' annual and quarterly
>     financial statements; recommends approval of the remuneration of Westlinks' auditors to
>     the full board; reviews the scope of the audit procedures and the final audit report with
>     the auditors, and reviews Westlinks' overall accounting practices and procedures and
>     internal controls with the auditors.
>     Compensation Committee. The compensation committee consists of
>     Mr. Hartley and Mr. Wallace. Meetings of the compensation committee are held periodically
>     to discuss the compensation of the Chief Executive Officer, the annual compensation budget
>     for all other employees, bonuses, grants of stock options and any changes to Westlinks'
>     benefit plans. The compensation committee then provides its recommendations regarding such
>     matters to the full Westlinks Board for consideration.
>     Environmental and Safety Committee. The environmental and safety
>     committee consists of Mr. Wallace and Mr. MacKenzie. The environmental and safety
>     committee determines the scope and frequency of periodic reports to the board concerning
>     environmental and safety issues in Westlinks' operations.

As at the date hereof, the directors and officers of Westlinks, as a
group, beneficially own, directly or indirectly, 1,897,080 Westlinks Common Shares or
approximately 33.44% of the issued and outstanding Westlinks Common Shares (prior to
giving effect to the Arrangement) and Westlinks Options entitling them to acquire up to
475,000 Westlinks Common Shares. None of the directors or officers of Westlinks
beneficially own, directly or indirectly, or exercise control or direction over any
securities of Big Horn other than John P. McGrain, who owns 133,333 Big Horn Shares and
Thomas J. Jacobsen, who owns 144,900 Big Horn Shares. In addition, Mr. McGrain holds an
option to acquire 446,267 Big Horn Shares from EuroGas at a price of U.S. $0.50 per share.

Pursuant to the Arrangement Agreement, Westlinks has covenanted that it
shall use commercially reasonable efforts to ensure that, as soon as practicable following
the Effective Time on the Effective Date, members of the Westlinks Board resign such that
the Westlinks Board may be reconstituted to consist of five persons. Three of such persons
shall be nominees of the current Westlinks Board and the remaining two shall be nominees
of the current Big Horn Board. Westlinks has also covenanted to use reasonable commercial
efforts to cause the appointment of the nominees of Big Horn to fill the vacancies so
created in order to effect the foregoing without the necessity of a shareholder meeting of
Westlinks. See "Part I - The Arrangement  Conditions to the
Arrangement".

WESTLINKS EXECUTIVE
COMPENSATION

Westlinks paid an aggregate of $735,667 cash
compensation to an aggregate of four executive officers during the fiscal year ended
December 31, 2000.

Summary Compensation Table

The following table provides a summary of compensation earned during
each of the three fiscal years ended December 31, 2000 by Westlinks' Chief Executive
Officer and for the next three most highly compensated executive officers of Westlinks
(the "named executive officers"). Except as disclosed below, no executive
officer or employee of Westlinks received in excess of $100,000 per annum by way of salary
and bonuses during any of the three fiscal year periods ended December 31, 2000.

|                                    |          |                     |               |                   | Long-Term Compensation                        |                                                        
|----------------------------------- | -------- | ------------------- | ------------- | ----------------- | --------------------------------------------- | -------------------------------------------------------
|                                    |          | Annual Compensation | Awards        | Payouts           |                                              
|Name
    and
    Principal Position | Year     | Salary
    ($)      | Bonus
    ($) | Severance
    ($) | Securities
    Under Options/ Granted
    (#) | Restricted
    Shares or Restricted Share Units
    ($)
|2000                                | $100,000 | $130,000            | -             | 105,000           | Nil                                           | Nil                                                    
|1999                                | $74,000  | $50,000             | -             | 100,000           | Nil                                           | Nil                                                    
|1998                                | $72,000  | -                   | -             | 80,000            | Nil                                           | Nil                                                    
|2000                                | $86,000  | $81,000             | -             | 85,000            | Nil                                           | Nil                                                    
|1999                                | $18,000  | -                   | -             | 80,000            | Nil                                           | Nil                                                    
|                                    |          |                     |               |                   |                                               |                                                        
|2000                                | $77,667  | $121,000            | -             | 85,000            | Nil                                           | Nil                                                    
|1999                                | $18,000  | -                   | -             | 80,000            | Nil                                           | Nil                                                    
|                                    |          |                     |               |                   |                                               |                                                        
|2000                                | $86,000  | $54,000             | -             | 75,000            | Nil                                           | Nil                                                    
|                                    |          |                     |               |                   |                                               |                                                        

Notes:

> (1) Edward McFeely was appointed Executive Vice-President, Engineering
>     in October, 1999.
>     (2) Thomas Jacobsen was appointed Executive Vice-President, Operations
>     in October, 1999. He resigned in October, 2000.
>     (3) Lynn Thurlow resigned as an officer of Westlinks effective March
>     30, 2001.
>     (4) Peter Sekera and Edward McFeely resigned as officers of Westlinks
>     effective April 10, 2001.

Employment
Contracts and Management Contracts

Westlinks has no management or employment contracts with its officers.
Westlinks entered into a consulting agreement with Wells Gray Resort & Resources Ltd.
until April 13, 2001, under which Thomas J. Jacobsen was in charge of Westlinks' drilling,
completion and equipping projects, for consulting fees of $8,333 per month. On April 10,
2001, Peter R. Sekera, President and Chief Executive Officer, and Edward C. McFeely,
Executive Vice-President, Engineering, resigned their positions with Westlinks and
received severance packages upon resignation. Mr. Sekera received a lump sum payment of
$375,000, equal to two and one-half times his most recent annual salary, and Mr. McFeely
received a lump sum payment of $250,000, equal to two times his most recent annual salary.
Messrs. Sekera and McFeely remain directors of Westlinks.

Directors' Compensation

Currently the directors do not receive any fees or remuneration for
being directors of Westlinks, but are reimbursed for actual and reasonable out of pocket
expenses incurred for attending board and committee meetings. Directors are eligible to
receive stock options granted by the Westlinks Board. See "Part II 
Information Respecting Westlinks Resources Ltd.  Stock Options".

STOCK OPTIONS

As at May 31, 2001, there were an aggregate of 565,000 Westlinks
Options issued and outstanding at exercise prices ranging from $6.15 to $6.20 per share.

Option Grants During Fiscal Year Ended December 31, 2000

The following table discloses the grants of Westlinks Options to
Westlinks' named executive officers during the fiscal year ended December 31, 2000.

|Name                   | Securities
    Under Options Granted (#) | %
    of Total Options Granted in Financial Year | Exercise
    or Base Price ($/Share) | Market
    Value of Securities Underlying Options on the Date of Grant ($/Share) | Expiration
    Date(1)
|---------------------- | ---------------------------------------- | ------------------------------------------------ | ------------------------------------ | -------------------------------------------------------------------------------- | ----------------------
|Peter
    R. Sekera    | 105,000                                  | 18.3%                                            | $6.15                                | $6.15                                                                            | May 29,
    2005      
|Edward
    R. McFeely  | 85,000                                   | 14.8%                                            | $6.15                                | $6.15                                                                            | May 29,
    2005      
|Thomas
    J. Jacobsen | 85,000                                   | 14.8%                                            | $6.15                                | $6.15                                                                            | May 29,
    2005      
|Lynn W.
    Thurlow    | 50,000                                   | 13.1%                                            | $1.00                                | $0.80                                                                            | January
    20, 2005  
|                       | 25,000                                   |                                                  | $6.15                                | $6.15                                                                            | May 29,
    2005      

Option Exercises and Year-End Option Values

The following table provides information concerning (i) options
exercised by any named executive officer of Westlinks during the financial year ended
December 31, 2000; and (ii) the number and the value at December 31, 2000 of unexercised
options held by the named executive officers of Westlinks. In the table,
"exercisable" options are those for which the vesting period or conditions, if
any, have been met, and "in the money" options are those where the exercise
price was less than the market price of the Westlinks Common Shares at the close of
business on December 31, 2000.

|                       | Options Exercised       | Unexercised Options | Value of Unexercised 
    In-the-money Options(1)
|---------------------- | ----------------------- | ------------------- | -------------------------------------------------
|Name                   | Securities
    Acquired | Aggregate
    Value | Exercisable                                      
|Peter
    R. Sekera    | 100,000                 | $10,000             | 105,000                                          
|Edward
    C. McFeely  | 80,000                  | $8,000              | 85,000                                           
|Thomas
    J. Jacobsen | 80,000                  | $8,000              | 85,000                                           
|Lynn W.
    Thurlow    | 50,000                  | $5,000              | 25,000                                           

Note:

> (1) The closing price for Westlinks Common Shares on the CDNX on the
>     last trading day in December, 2000 was $7.60.

The following table sets forth the Westlinks Options which are
outstanding as at the date hereof.

|Group
    (number of persons) | Number
    of Westlinks Common Shares Under Option | Date
    of Grant  | Date
    of Expiry | Exercise
    Price Per Share | Trading
    Price at Date of Grant
|----------------------------- | -------------------------------------------------- | ------------------ | ------------------ | ---------------------------- | ----------------------------------
|Directors(1)
    (6)          | 105,000                                            | May 29,
    2000   | May 29,
    2005   | 6.15                         | 6.15                              
|                              | 85,000                                             | May 29,
    2000   | May 29,
    2005   | 6.15                         | 6.15                              
|                              | 85,000                                             | May 29,
    2000   | May 29,
    2005   | 6.15                         | 6.15                              
|                              | 60,000                                             | May 29,
    2000   | May 29,
    2005   | 6.15                         | 6.15                              
|                              | 30,000                                             | May 8,
    2001    | May 8,
    2006    | 6.20                         | 5.94                              
|                              | 365,000                                            |                    |                    |                              |                                   
|                              |                                                    |                    |                    |                              |                                   
|Executive
    Officers (2)    | 110,000                                            | May 8,
    2001    | May 8,
    2006    | 6.20                         | 5.94                              
|                              |                                                    |                    |                    |                              |                                   
|Employees
    (1)             | 15,000                                             | May 29,
    2001   | August
    1, 2001 | 6.15                         | 6.15                              
|                              |                                                    |                    |                    |                              |                                   
|Consultants
    (1)           | 50,000                                             | April
    20, 2001 | April
    19, 2006 | 6.20                         | 5.95                              
|                              |                                                    |                    |                    |                              |                                   
|Other
    (1)                 |                                                    |                    |                    |                              |                                   
|Lynn
    Thurlow (2)          | 25,000                                             | May 29,
    2000   | June
    29, 2001  | 6.15                         | 6.15                              
|                              |                                                    |                    |                    |                              |                                   
|Total                         | 565,000                                            |                    |                    |                              |                                   

Notes:

> (1) Excluding directors who are also officers of Westlinks.
>     (2) Mr. Thurlow resigned from Westlinks on March 30, 2001.

INDEBTEDNESS OF
DIRECTORS AND OFFICERS

On February 16, 2000, Westlinks loaned an aggregate of $390,000 to its
then officers and directors to exercise outstanding Westlinks Options at $1.00 per share.
The loans were without interest, payable in full on or before December 31, 2000 and
secured by the Westlinks Common Shares purchased with the proceeds. The loans were all
repaid prior to December 31, 2000.

CONFLICTS OF
INTEREST

There are potential conflicts of interest to which the directors,
officers, promoters and principal shareholders of Westlinks may be subject in connection
with the operations of Westlinks. Situations may arise where some of the directors,
officers, promoters and principal shareholders will be in direct competition with
Westlinks. Conflicts, if any, will be subject to the procedures and remedies under the Business
Corporations Act (Alberta).

PRINCIPAL
SHAREHOLDERS

To the knowledge of the directors and senior
officers of Westlinks, there are no persons who, as at May 31, 2001, beneficially own,
directly or indirectly, or exercise control or direction over securities carrying more
than 10% of the voting rights attached to voting securities of Westlinks, except as
specified below:

|Name
    and
    Address of Shareholder | Designation
    of Class | Type
    of Ownership | Number
    of
    Securities Owned | Percentage
    of Class
    as at May 31, 2001
|--------------------------------------- | ------------------------ | --------------------- | ---------------------------------- | ----------------------------------------------
|Peter R. Sekera,
    Calgary, Alberta   | common
    shares        | direct                | 567,100(1)                         | 10.0%                                         
|Edward C. McFeely
    Calgary, Alberta  | common
    shares        | direct                | 571,800(2)                         | 10.1%                                         

Notes:

> (1) Mr. Sekera also holds options to acquire an additional 105,000
>     Westlinks Common Shares.
>     (2) Mr. McFeely also holds options to acquire an additional 85,000
>     Westlinks Common Shares.

DIVIDEND RECORD AND POLICY

No dividends have been paid on any Westlinks Common Shares since the
date of its organization and it is not contemplated that any cash or other dividends will
be paid on any Westlinks Common Shares in the immediate or foreseeable future. In
addition, the terms of Westlinks' current banking credit facility prohibits Westlinks from
declaring and paying dividends except from assets which are in excess of the required
amount of security, and Alberta corporate law prohibits the payment of dividends unless
states solvency tests are satisfied. See "Part II - Information
Respecting Westlinks Resources Ltd. - Description of Westlinks Share Capital".

PRIOR SALES

In the 12 months prior to the date hereof, the only Westlinks Common
Shares issued by Westlinks were as follows:

Date
    of Issuance
    Number
    of Shares Issued
    Issue
    Price per Share($)
    Gross
    Aggregate Proceeds Realized($)October
    12, 2000(1)
    150,000
    U.S.
    $4.00
    U.S.
    $600,000December
    15, 2000(2)
    12,500
    $2.00
    $25,000January
    15, 2001
    3,000
    $6.15
    $18,450January
    15, 2001(2)
    10,000
    $2.00
    $20,000January
    16, 2001(3)
    1,000,000
    U.S.
    $4.50
    U.S.
    $4,500,000January
    25, 2001(4)
    35,000
    U.S.
    $4.50
    U.S.
    $157,500January
    29, 2001(2)
    20,000
    $2.00
    $40,000January
    31, 2001(2)
    3,000
    $2.00
    $6,000March
    16, 2001(2)
    7,500
    $2.00
    $15,000


Notes:

> (1) Westlinks Common Shares issued pursuant to exercise of outstanding
>     common share purchase warrants.
>     (2) Westlinks Common Shares issued pursuant to exercise of outstanding
>     Westlinks Options.
>     (3) Westlinks Common Shares issued pursuant to a prospectus dated
>     January 10, 2001.
>     (4) Westlinks Common Shares issued on exercise of underwriters'
>     over-allotment option in connection with a January 10, 2001 prospectus.

PRICE RANGE AND
TRADING VOLUME OF WESTLINKS COMMON SHARES

Westlinks Common Shares are listed and posted for trading on the CDNX
under the symbol "WLX". The following table sets forth the high, low and closing
sale prices, in Canadian dollars, and volume of trading of Westlinks Common Shares as
reported by CDNX, for the periods shown.

High
    Low
    Volume($)
    ($)19991st Quarter
    1.50
    0.50
    588,2522nd Quarter
    1.70
    0.70
    209,1443rd Quarter
    1.18
    0.41
    232,6744th Quarter
    1.05
    0.61
    122,81420001st Quarter
    4.60
    0.71
    724,6722nd Quarter
    7.05
    4.45
    600,5113rd Quarter
    7.50
    6.50
    279,9944th Quarter
    7.80
    5.50
    496,6472001January
    7.50
    6.25
    52,446February
    7.00
    5.70
    30,785March
    6.00
    5.00
    14,388April
    6.05
    4.95
    25,568May
    6.45
    5.75
    67,720June 1 to 21
    6.00
    4.70
    58,304


Westlinks Common Shares have traded on the NASDAQ SmallCap Market under
the symbol "WLKS" since January 10, 2001.

On April 23, 2001, the last day on which the Westlinks Common Shares
traded prior to the public announcement by Westlinks and Big Horn of the Arrangement, the
closing price of the Westlinks Common Shares on the CDNX was $5.95.

At May 31, 2001, there were 5,673,639 issued and outstanding Westlinks
Common Shares, which were held by 52 registered shareholders.

INTERESTS OF
MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

None of Westlinks' directors or executive
officers, nor any person who beneficially owns directly or indirectly or exercises control
or direction over securities carrying more than 5% of the voting rights attaching to
Westlinks Common Shares, nor any known associate or affiliate of these persons had any
material interest, direct or indirect in any transaction within the three years prior to
the date hereof which has materially affected Westlinks, or in any proposed transaction
which will materially affect Westlinks, except as follows:

Acquisition of 759795 Alberta Ltd.

In August, 1999, Westlinks acquired 759795 Alberta Ltd. from Wells Gray
Resort & Resources Ltd. for cash consideration of $400,000. Wells Gray Resort &
Resources Ltd. is wholly owned by Thomas J. Jacobsen. At the time of the acquisition, Mr.
Jacobsen was an outside independent director of Westlinks. 759795 Alberta held all of the
oil and gas interests and expertise of Wells Gray Resort & Resources Ltd., including
the services of Thomas J. Jacobsen. 759795 Alberta also had the option to acquire any oil
and gas acquisition offer made through Wells Gray Resort & Resources Ltd. At the time
of the acquisition by Westlinks, there were several such outstanding offers, including the
accepted offer for the Bigoray acquisition discussed above.

Private Placement

Between September 27 and December 16, 1999 Westlinks sold an aggregate
of 1,175,000 Westlinks Common Shares at $1.00 per share as a private placement to 19
residents of Alberta, Canada. Westlinks' directors and officers and their spouses
purchased 665,000 Westlinks, being 57% of the private placement.

Loans to Officers and Directors

On February 16, 2000, Westlinks loaned an aggregate of $390,000 to its
then officers and directors to exercise outstanding stock options at $1.00 per share. The
loans were without interest, payable in full on or before December 31, 2000 and secured by
the Westlinks Common Shares purchased with the proceeds. The loans were all repaid prior
to December 31, 2000.

Private Options

John P. McGrain, holder of over 5% of the outstanding Westlinks Common
Shares, was granted options by Westlinks' officers and directors to purchase an aggregate
of 500,000 Westlinks Common Shares at a price of U.S. $1.50 per share. The options were
granted March 15, 2000 and expired October 31, 2000. For administrative convenience, the
Westlinks Common Shares underlying the options were transferred by the directors and
officers into a holding company, 855710 Alberta Ltd., which granted the options to Mr.
McGrain. Prior to October 31, 2000, Mr. McGrain had exercised all of the options to
purchase 500,000 Westlinks Common Shares, of which he retains 463,800 shares.

Private Loan

On June 5, 2000, Westlinks borrowed U.S. $1,500,000 from six private
investors, including U.S. $925,000 from Patrick Williams Advisors, a partnership, in which
John P. McGrain is a 50% partner. The lenders received interest at a rate of 12% per
annum. Westlinks also granted the lenders a set-up fee of U.S. $50,000, of which Patrick
Williams Advisors received U.S. $30,833. Westlinks issued a total of 150,000 warrants to
the lenders, including 92,500 warrants to Patrick Williams Advisors. On September 30,
2000, the loans were repaid in full and all of the warrants were exercised at the exercise
price of U.S. $4.00 per Westlinks Common Share.

Private Placement

During 2000, Westlinks purchased 2,500,000 common shares of Raptor
Capital Corporation plus warrants to purchase an additional 1,250,000 shares at an
exercise price of $0.15 per share, for aggregate consideration of $250,000. Norman J.
Mackenzie, one of Westlinks' directors, is Chairman of Raptor Capital Corporation. Mr.
Sekera and Mr. McFeely purchased all of the above mentioned shares and warrants of Raptor
Capital Corporation from Westlinks upon their resignation from Westlinks for consideration
equal to Westlinks' cost of such securities.

Consulting Agreement

Westlinks entered into a Consulting Agreement at October 13, 2000 with
Wells Gray Resort & Resources Ltd. through April 13, 2001. Under the agreement, Thomas
J. Jacobsen, the principal of Wells Gray Resort & Resources Ltd., was in charge of
Westlinks' drilling, completion and equipping projects, for consulting fees of $8,333 per
month.

LEGAL PROCEEDINGS

There are no legal proceedings material to Westlinks to which Westlinks
is a party or of which any of its property is subject.

MATERIAL CONTRACTS

The material contracts entered into by Westlinks during the two year
prior to the date hereof,other than those entered into in the ordinary course of
business, are as follows:

> 1. Letter Agreement dated August 12, 1999 pursuant to which Westlinks
>     acquired all of the issued and outstanding shares of 759795 Alberta Ltd. See "Part
>     II  Information Respecting Westlinks Resources Ltd.  Interests of Management
>     and Others in Material Transactions".
>     2. Promissory Notes dated June 5, 2000 granted by Westlinks to each of
>     Glenn Russell, Patrick Williams Advisors, William J. Gordica, F. Jack Wright, Lawrence W.
>     Underwood and Sapphire Capital Inc.
>     3. Purchase and Sale Agreement dated October 1, 2000 between Westlinks
>     and 799776 Alberta Ltd. whereby Westlinks sold its interest in the Bigoray property. See
>     "Part II  Information Respecting Westlinks Resources Ltd.  Business
>     and Properties of Westlinks".
>     4. Underwriting Agreement dated January 10, 2001 between Westlinks and
>     Spencer Edwards, Inc. and Merit Capital Associates, Inc.
>     5. Purchase Warrant Trust Indenture dated January 16, 2001 between
>     Westlinks and Montreal Trust Company of Canada providing for the issuance of the common
>     share purchase warrants referred to under the heading "Description of Westlinks
>     Share Capital.
>     6. Warrant Agreement dated January 16, 2001 between Westlinks and
>     Spencer Edwards, Inc. providing for the issuance of warrants entitling the holder to
>     purchase 100,000 Westlinks Common Shares at an exercise price of U.S. $4.50 per Westlinks
>     Common Share.
>     7. Purchase Agreement dated February 26, 2001 between Husky Oil
>     Operations Limited and Westlinks whereby Westlinks acquired the Grand Forks area property.
>     See "Part II  Information Respecting Westlinks Resources Ltd. 
>     Business and Properties of Westlinks".
>     8. Credit Facility Letter Agreement between Alberta Treasury Branches
>     and Westlinks dated May 7, 2001.
>     9. Arrangement Agreement. See "Part I - The
>     Arrangement - Details of the Arrangement - The Arrangement Agreement".
>     10. Eurogas Agreement. See "Part II - Information Respecting
>     Westlinks Resources Ltd. - Recent Developments".

Copies of these agreements will be available for inspection by at the
head office of Westlinks, Suite 700, 703  6th Avenue S.W., Calgary, Alberta, T2P 0T9
during ordinary business hours up to and including the date of the Meeting.

AUDITORS, TRANSFER
AGENT AND REGISTRAR

The auditors of Westlinks are KPMG LLP, Chartered Accountants, of
Calgary, Alberta.

Computershare Investor Services Inc. is the transfer agent and
registrar for the Westlinks Common Shares.

FINANCIAL STATEMENTS

The audited financial statements of Westlinks for the year ended
December 31, 2000, the year ended December 31, 1999 and the year ended December 31,
1998 with the auditors' report thereon, together with the unaudited financial statements
for the three month periods ended March 31, 2001 and March 31, 2000 and audited
Schedules of Revenue and Expenses with the auditors' report thereon associated with: (i)
certain properties in the Bigoray area disposed by Westlinks for the year ended December
31, 2000; (ii) certain properties acquired from Cabre Exploration Ltd. for the years ended
December 31, 1999, 1998 and 1997; and (iii) certain properties acquired from Husky Energy
Inc. for the years ended December 31, 2000, 1999 and 1998 are attached as Appendix Gto this Information Circular. Westlinks is not aware of any material change in its
affairs since the date of the March 31, 2001unaudited financial statements
other than as disclosed in this Information Circular.

PART III  INFORMATION RESPECTING 3779041
CANADA LTD. ("Subco")

SUBCO

Background of Subco

Subco was incorporated on June 22, 2000 pursuant to the provisions of
the CBCA. The head and registered office of Subco is located at Suite 700, 703  6th
Avenue S.W., Calgary, Alberta, T2P 0T9. Subco is not a reporting issuer in any
jurisdiction and its securities are not listed on any stock exchange or trading system.

BUSINESS OF SUBCO

Subco was organized for the purpose of completing the Arrangement.
Subco is a wholly-owned subsidiary of Westlinks, and other than $1.00 in cash has no
assets or liabilities, and carries on no business.

DESCRIPTION OF SUBCO SHARE CAPITAL

The authorized share capital of Subco consists of an unlimited number
of common shares.

Subco Common Shares

The holders of Subco common shares are entitled to one vote for each
share held on all matters properly submitted to Subco shareholders. Holders of Subco
common shares are entitled to those dividends declared by the board of directors of Subco
out of legally available funds. In the event of a liquidation, dissolution or winding up
of the affairs of Subco, holders of Subco common shares are entitled to receive, pro rata,
the net assets of Subco available. Holders of outstanding Subco common shares have no
pre-emptive, conversion or redemption rights.

CAPITALIZATION OF SUBCO

The following table sets forth Subco's capitalization as at May 31,
2001:

Authorized
    As
    at
    May 31, 2001(unaudited)Debt
    
    nilSubco
    common shares(1)
    unlimited
    $1.00
    (1 share)Contributed
    Surplus
    
    nilRetained
    earnings
    
    nilTotal shareholders' equity
    
    $1.00Total
    capitalization
    
    $1.00


Notes:

> (1) Subco has authorized an unlimited number of common shares. As at
>     the date hereof, there is one Subco common share issued and outstanding, which share is
>     held by Westlinks.

DIRECTORS AND OFFICERS OF SUBCO

The following are the names and the municipalities of residence of the
current directors and officers of Subco and their positions and offices with Subco. None
of Subco's directors or officers hold any Subco common shares as at the date hereof.

Name,
    Municipality of Residence and Position
    Director
    SinceJohn P. McGrain
    Los Angeles, California
    President and Director
    May 15,
    2001H.S. (Scobey) Hartley
    Calgary, Alberta
    Director
    May 15,
    2001Norman J. MacKenzie
    Calgary, Alberta
    Director
    May 15,
    2001


CONFLICTS OF INTEREST

There are potential conflicts of interest to which the directors,
officers, promoters and principal shareholders of Subco may be subject in connection with
any transaction entered into by Subco. Situations may arise where some of the directors,
officers, promoters and principal shareholders will be in direct competition with Subco.
Conflicts, if any, will be subject to the procedures and remedies under the CBCA.

PRINCIPAL SHAREHODLERS

To the knowledge of the directors and senior officers of Subco, as at
May 31, 2001 the only person who beneficially owns, directly or indirectly, or exercises
control or direction over Subco securities carrying more than 10% of the voting rights
attached to voting securities of Subco is Westlinks, which directly holds one common share
of Subco, representing 100% of such class of securities.

DIVIDEND RECORD AND POLICY

No dividends have been paid on any Subco common shares since the date
of its organization and it is not contemplated that any cash or other dividends will be
paid on any Subco common shares in the immediate or foreseeable future.

PRIOR SALES

Since its incorporation, the only Subco common shares issued by Subco
was one common share issued on May 15, 2001 at a price of $1.00 per common share.

LEGAL PROCEEDINGS

There are no legal proceedings material to Subco to which Subco is a
party or to which any of its property is subject.

MATERIAL CONTRACTS

The material contracts entered into by Subco since its incorporation
are as follows:

> 1. Arrangement Agreement. See "Part I  The Arrangement
>      Details of the Arrangement  The Arrangement Agreement".

Copies of this agreement will be available for inspection at the head
office of Subco, Suite 700, 703  6th Avenue S.W., Calgary, Alberta, T2P 0T9,
Calgary, Alberta, T2P 0T9 during the ordinary course of business up to and including the
date of the Meeting.

AUDITORS

As at the date hereof, Subco does not have any auditors.

PART IV - INFORMATION RESPECTING BIG HORN
RESOURCES LTD.

BIG HORN RESOURCES LTD.

Background of Big Horn

Big Horn was incorporated under the laws of the Province of
Saskatchewan on February 16, 1960 as Contact Gold Mines Ltd. On July 7, 1969, Big Horn
changed its name to Contact Ventures Ltd. Big Horn was continued under the Business
Corporations Act(Saskatchewan) on December 28, 1979 and subsequently continued under
the CBCA on September 9, 1982. On April 15, 1988, Big Horn changed its name to West Pride
Industries Corp. and on April 2, 1991 Big Horn consolidated its common shares on a 4 for 1
basis. Effective September 7, 1993 Big Horn further consolidated its common shares on a 7
for 1 basis and changed its name to Big Horn Resources Ltd.

Big Horn has two wholly-owned subsidiaries, neither of which presently
carries on any business or has any assets. Big Horn's head and principal office is located
at 1400, 700 - 4th Avenue, SW, Calgary, Alberta, T2P 3J4. Big Horn's registered office is
located at 1000, 440  2nd Avenue S.W., Calgary, Alberta, T2P 5E5.

General Description of Business

Big Horn is actively engaged in the exploration for and the
development, production and acquisition of, natural gas and petroleum interests in western
Canada. In particular, Big Horn has focused its activities primarily in north west Alberta
and south western Saskatchewan. Big Horn has traditionally pursued an aggressive growth
strategy by searching out undervalued assets, pursuing and developing exploration and
drilling opportunities and applying its exploitation expertise, while increasing its
working interest and operatorship of properties.

Big Horn's growth strategy is based on four key components:

> People  Big Horn strives to retain and motivate people
>     with proven track records of success. All tasks required within a full-cycle energy
>     company such as land acquisition, drilling, completion, exploitation, exploration project
>     generation, development and operational evaluation are performed by Big Horn's employees
>     or contract personnel.
>     Solid production base Big Horn's goal is to have
>     long life producing properties with low decline rates.
>     Strong balance sheet Big Horn reviews its capital
>     budget monthly to ensure its debt levels allow Big Horn to fund its capital expenditure
>     program without impairing its ability to pursue future opportunities as they arise. As at
>     March 31, 2001, Big Horn's debt to cash flow was approximately 0.76:1.
>     Significant inventory of prospects Big Horn
>     strives to assemble and maintain a large inventory of drilling prospects at various stages
>     of development. Big Horn currently has over 20 drillable locations with additional
>     contingent locations. Big Horn also has over 20 additional locations that are in various
>     stages of development.

Developments of Big Horn

The following sets forth a brief discussion of the major developments
of Big Horn in the last five years.

During the fiscal year ended December 31, 1996, Big Horn completed two
acquisitions in south west Saskatchewan. The first involved the purchase of a 90% working
interest in the West Gull Lake field and a 20% interest in the Hazlet unit for an
aggregate purchase price of $1,200,000 cash, which purchase was financed through a
combination of cash flow and debt. West Gull Lake was the first property in which Big Horn
acted as operator. At the time of its acquisition, West Gull Lake was producing
approximately 55 bopd, net to Big Horn. Since that time, Big Horn has increased production
to over 200 bopd, net to Big Horn, through treating facilities, water handling and pumping
upgrades.

In September, 1996 Big Horn acquired a 38% working interest in the Gull
Lake South Voluntary Unit in southwest Saskatchewan for a purchase price of $400,000. The
assets included eight oil wells, two water injection wells and one source water well.

During 1997 additional upgrades and optimization work was performed on
the West Gull Lake property. One of the producing wells was recompleted as a water
injection well and downhole pump upgrades were completed on two of the producing oil
wells. In addition, a free water knock out was installed allowing increased treating
capacity and the prime mover on the water injection pump was upgraded to allow increased
water handling capacity.

On February 19, 1998, Big Horn agreed to a private placement of
1,000,000 Units, each Unit consisting of 3 Big Horn Shares and 2 common share purchase
warrants, at a price of $3.60 per Unit, for total proceeds of $3,600,000. Each common
share purchase warrant was convertible into one Big Horn Share at any time for a period of
one year following the date of issuance of the common share purchase warrant at an
exercise price of $1.50. Big Horn paid a finder's fee of $252,000 in connection with the
private placement. This finder's fee was satisfied through the issuance by Big Horn of
210,000 Big Horn Shares at a deemed price of $1.20 per share. Big Horn used the proceeds
of this private placement to continue its oil and gas exploration and development program.

At the end of the third quarter in 1998, Big Horn acquired all of the
shares of Ironwood Petroleum Ltd. ("Ironwood") for aggregate
consideration of $7,230,361 including acquisition costs of $143,191, being $0.76 per
Ironwood share. Upon closing, the Ironwood assets provided production of approximately 320
BOE/D to Big Horn and over two million Bbls of total reserves.

Big Horn financed its acquisition of Ironwood by raising $6,500,000 in
September 1998 with the issuance of 10,000,000 Big Horn Shares on a private placement
basis.

In December, 1998, Big Horn raised an additional $914,175 through the
issue of 1,075,500 Big Horn Shares on a private placement basis.

In 1999, Big Horn completed the acquisition of all of the assets of
Edinburgh Resources Ltd. ("Edinburgh"), a private corporation, as well as
a number of other minor acquisitions. The purchase price for the Edinburgh assets was
$2.48 million. The assets of Edinburgh are located in the Crossfield area of Alberta and
consist of long life gas reserves. At the time of the acquisition, production from the
Edinburgh acquisition was approximately 1,000 Mcf/d with associated liquids. Included in
the acquisition were working interests in related facilities.

During 1999, Big Horn acquired substantial land positions in its core
areas of central and northwest Alberta.

In late 1999 Big Horn acquired approximately five sections of freehold
and Crown land in the Gull Lake area.

In the first quarter of 2000, Big Horn completed the divestiture of
certain non-core properties. Big Horn sold approximately 200 BOE/D of non-operated, high
decline production.

On May 16, 2001, Big Horn entered into the Arrangement Agreement. See
"Part I - The Arrangement - Details of the Arrangement".
The effect of the Arrangement on Big Horn is discussed elsewhere in this Information
Circular at "Part IV - Pro Forma Information After Giving Effect to the
Arrangement" and "Appendix H- Pro Forma Financial Statements".

BUSINESS AND PROPERTIES OF BIG HORN

Big Horn is a corporation engaged in the business of oil and natural
gas exploration, development and production in Western Canada, primarily in the Provinces
of Saskatchewan and Alberta.

Principal Properties

Crossfield, Alberta

In the fall of 1999, Big Horn acquired all of the assets of Edinburgh
Resources Ltd., which included all of Edinburgh's non-operated interests in certain oil
and gas assets located in Crossfield area of Alberta. The total purchase price for these
assets was $2.48 million. The Crossfield property borders the northeastern city limits of
Calgary, Alberta.

Current net production to Big Horn from this area is 650 Mcf/d of
natural gas and 31 Bbls/d of natural gas liquids. The Big Horn Reserve Report has assigned
total proved plus probable reserves of 2843.5 Mmcf of natural gas and 84.4 Mbbls of
natural gas liquids to this property.

The Crossfield assets consist primarily of a 2.786% working interest in
the Calgary Crossfield Unit No. 1, a 5.397% working interest in the Calgary Elkton Unit
No.1 and a 3.826% working interest in the Balzac Gas Plant.

Cygnet, Alberta

Big Horn has a 75% operated working interest in one producing Edmonton
Sand gas well at Cygnet, located 5 kilometers northwest of Red Deer, Alberta. The geology
for this prospect was generated internally and Big Horn's current land position of 1920
acres was acquired from crown land sale acquisitions.

Big Horn drilled the producing well on this property in late 2000 and
it is currently producing 400 Mcf/d of natural gas. The Big Horn Reserve Report assigns
total proved plus probable reserves of 400 Mmcf of natural gas reserves to this well.
Production from this property is processed at the Westridge Petroleum Prevo gas plant.

Deer Mountain, Alberta

The Deer Mountain property consists of one, 75% working interest,
non-operated, Swan Hills oil producer that was acquired with the acquisition of Ironwood
Petroleum in late 1998. The well produces approximately 62 Bbls/d of oil and gets
reservoir pressure support from the nearby House Mountain water flood. This property is
located 50 kilometers northwest of Swan Hills, Alberta.

The Big Horn Reserve Report assigns total proved plus probable reserves
of 129 Mbbls of oil reserves net to Big Horn.

Garrington, Alberta

Big Horn has a 42.5% working interest in the Garrington property,
located 4 kilometres southeast of Caroline, Alberta. The primary focus in Garrington is an
internally generated Elkton natural gas, exploration prospect with secondary potential in
the Lower Mannville and Viking. The Company acquired its interest in 2560 acres of land
through crown land sales and farmin arrangements.

Big Horn has drilled two exploration wells in Garrington in the past 18
months resulting in two capped gas wells. Big Horn currently has no production from
Garrington but scheduling of tie in work has commenced for both wells.

The Big Horn Reserve Report has assigned total proved plus risked
probable reserves of 368.5 Mmcf of natural gas and 9.2 Mbbls of natural gas liquids.

A significant number of options exist in Garrington for gas processing.
Several major companies have gas gathering systems on or near Big Horn's land position.

Gartley, Alberta

The Gartley property is located 16 kilometers northeast of Drumheller,
Alberta and consists of two producing Belly River natural gas wells with booster
compression. Big Horn's operates this property with an average working interest of
approximately 42%.

Big Horn drilled one of the producing wells at Gartley into a Belly
River Channel sand in 2000. The other well produces from the Basal Belly River and was
acquired with the acquisition of Ironwood Petroleum in 1998. Combined production from both
wells is 560 Mcf/d.

The Big Horn Reserve Report has assigned total proved plus risked
probable reserves of 578.4 Mmcf of natural gas.

Highvale, Alberta

Big Horn acquired a 50% working interest in the Highvale area with the
acquisition of Ironwood Petroleum in 1998. In 2000, Big Horn expanded its interests in the
area by acquiring 640 acres of land and drilling a Belly River natural gas well. Big Horn
currently operates two suspended Belly River natural gas wells in the area that are
scheduled for tie in.

The Big Horn Reserve Report has assigned total proved plus risked
probable reserves of 543 Mmcf of natural gas to this property.

Big Horn intends to pursue other Belly river and Lower Mannville
opportunities in the area that will also be tied into the proposed gas gathering system.

Kaybob, Alberta

Big Horn acquired a 50% working interest in a Kaybob Nisku pinnacle
reef in 2000. This property is located 50 kilometers north of Edson, Alberta and is
pipeline connected to a major gas and oil processing facility in the area. Reef production
stopped in 1995 after a single, vertical well, watered out after producing 400,000 Bbls of
oil. Although the vertical producer watered out when produced at commercial quantities, at
rates less than 30 Bbls/d the well continued to produce clean oil.

Big Horn acquired and reprocessed a 3-D seismic program covering the
entire reef. The new interpretation indicated that reef porosity grew at least 7 meters
higher than the porosity encountered in the vertical well. This was a strong indicator
that significant quantities of attic oil reserves should still remain in the structurally
higher portion of the reef. To exploit these reserves with the highest possible recovery
factor, Big Horn drilled a horizontal well across the top of the reef. This operation was
conducted in early 2001 and was executed by kicking out of the existing vertical producer.
Horizontal drilling was terminated approximately 340 m from the vertical well with a gain
in porosity structure of 7 m.

Big Horn will evaluate the performance of the horizontal well starting
in the second quarter of 2001. Big Horn has also identified potential in several other
zones in the area including the Blueridge, Shunda and Gething.

The Big Horn Reserve Report has assigned total proved plus probable
reserves of 145.75 Mbbls of oil to the Kaybob property.

Lanaway, Alberta

Big Horn's most active area is Lanaway, Alberta. This property is
located 50 kilometers southwest of Red Deer, Alberta and consists of five producing gas
wells, 4 suspended gas wells, three oil wells, 1 suspended oil well and a compressor
station.

Current production at Lanaway is 430 Mcf/d of natural gas and 33 Bbls/d
of oil/liquids net to the company. The Big Horn Reserve Report has assigned total proved
plus probable reserves of 1514.3 Mmcf of natural gas, 66 Mbbls of oil and 74 Mbbls of
liquids to the property. Big Horn has an average working interest of 45% in Lanaway.

Big Horn intends to continue its aggressive growth strategy in Lanaway.
The Company has identified several more drilling locations on its land and is currently
scheduling the tie in of three suspended gas wells.

The primary geological focus for Big Horn in this area is the Edmonton
Sand, Lower Mannville, Elkton and Pekisko. Secondary potential exists in the Viking and
Second White Specks.

Lubicon, Alberta

Big Horn acquired a 22.8%, non-operated working interest in the Lubicon
area with the acquisition of Ironwood Petroleum in 1998. The property is located 140
kilometers northeast of Peace River, Alberta and consists of one Granite Wash oil well.

Production from Lubicon averages 42 Bbls/d net to the company. The Big
Horn Reserve Report has assigned total proved plus probable reserves of 103.6 Mbbls of
oil.

Phoenix, Alberta

Phoenix was acquired as a result of the Ironwood Petroleum acquisition
in 1998. Big Horn has a 10%, non-operated working interest in two Glauconite gas wells.
One well is currently on production at 300 Mcf/d of natural gas and 7.5 Bbls/d of natural
gas liquids net to the company. The second well was recently drilled and is scheduled for
completion in the second quarter of 2001. The Phoenix property is located 50 kilometers
west of Rocky Mountain House, Alberta.

The Big Horn Reserve Report has assigned total proved plus probable
reserves of 2249.8 Mmcf of natural gas and 54 Mbbls of natural gas liquids to this
property.

Rolla, Alberta

Big Horn acquired a 50%, operated, working interest in 1920 acres of
land in the Rolla area of Northwest Alberta in 2000. This property is located 75
kilometers northwest of Grande Prairie, Alberta and consists of two shut in gas wells. The
first well was drilled in mid 2000 and the second well was drilled in early 2001.
Unfortunately, Big Horn is not capable of producing these wells until a nearby processing
plant completes a proposed expansion in late 2001.

Big Horn has identified several more drilling locations in the area and
will actively pursue exploitation of these opportunities. Potential hydrocarbon formations
in this area include the Doe Creek, Dunvegan, Paddy, Cadotte and several targets in the
Triassic and Mississippian Periods.

Big Horn's Reserve Report has assigned total proved plus probable
reserves of 712.5 Mmcf of natural gas to this property.

Spirit River, Alberta

The Spirit River area is located 50 kilometers north of Grande Prairie,
Alberta and consists of two producing natural gas wells and two suspended wells.

Big Horn became involved in this area by successfully negotiating a
4480 acre farmin in 1997. Big Horn drilled its first operated well on these lands and
discovered a new Paddy gas pool late in the same year. Although Big Horn had a 50%
interest in the discovery well, eventually the entire reservoir was pooled with the other
operators to prevent over-capitalization. Based on structure, and well log parameters Big
Horn's interest dropped to 9.16% after the pooling was finalized.

Big Horn's second producer in the area consists of a Bluesky natural
gas well that was purchased from Interaction Resources in 1998. This acquisition came with
a 1.25% working interest in the Saddle Hills gas Plant and a 25% working interest in
another 1280 acres of land.

Big Horn's combined production in the Spirit River area is 400 Mcf/d of
natural gas and 1 Bbl/d of natural gas liquids. The Big Horn Reserve Report assigns total
proved plus probable reserves of 351.4 Mmcf of natural gas and 0.59 Mbbls of natural gas
liquids to the company

St Anne, Alberta

Big Horn acquired a 65% working interest in 640 acres of land at St.
Anne from the acquisition of Ironwood Petroleum in 1998. The St Anne area is located
approximately 50 km west of Edmonton, Alberta and consists of one producing Basal Belly
River natural gas well. Big Horn drilled this first well at St Anne in 1998 and tied the
well into a nearby compressor station. The well is currently producing at 600 Mcf/d of
natural gas.

Big Horn identified two more Belly River opportunities in 2000 and
proceeded to acquire an additional 1280 acres of land to drill the prospects. The first
well drilled in 2000 resulted in a successful Belly River natural gas well and the second
was D&A. The tie in for the successful well is scheduled for mid 2001.

Big Horn intends to continue to add to its land base and Belly River
prospects in the St Anne area in 2001.

The Big Horn Reserve Report assigns total proved plus probable reserves
of 975.8 Mmcf of natural gas to the property.

Willesden Green, Alberta

Big Horn acquired a 640 acre land position in the Willesden Green Area
in 1998 after reviewing a prospect generated by Ironwood Petroleum. The Willesden Green
area is located 15 kilometers northeast of Rocky Mountain House, Alberta and contains one
producing Basal Quartz gas well that was drilled by Big Horn in 1999.

The natural gas well is currently on production at 620 Mcf/d of natural
gas and 27 Bbls/d of natural gas liquids. Big Horn's working interest at Willesden Green
is 42.5%. The Big Horn Reserve Report assigns total proved plus probable reserves of 548.9
Mmcf of natural gas and 19.21 Mbbls of natural gas liquids.

West Gull Lake, Saskatchewan

Big Horn acquired a 90% working interest in the West Gull Lake property
as a result of an asset acquisition in 1995. This was Big Horn's first operated property
and was strategically purchased for its production and facility optimization potential.
Although Big Horn has not drilled a well on this property the current production is 170
Bbls/d of oil, a three hundred percent increase in the production rate from when property
was purchased.

The West Gull Lake property consists of five producing oil wells, two
water injectors and one oil battery. Big Horn recognizes the potential to conduct further
optimization and production enhancements on the property in the future.

The Big Horn Reserve Report assigns total proved plus probable reserves
of 202.6 Mbbls of oil to the property.

Wyoming, United States

Big Horn acquired a 15% working interest in 60,000 acres of land in
Wyoming with an option to earn an additional 40,000 contiguous acres. This land was earned
by drilling a horizontal well into the Newcastle "B" formation in early 2001.
The well successfully encountered an oil saturated reservoir at a vertical depth of
approximately 8300 ft.

Long term production from the discovery well continues to be evaluated.
Currently the well is producing 55 Bbls/d of oil and 200 Mcf/d of natural gas. If
economics are positive for future development, Big Horn will participate in an aggressive
exploitation strategy in the area.

The Big Horn Reserve Report assigns total proved plus probable reserves
of 12.56 Mbbls of oil to the discovery well

Oil and Natural Gas Reserves

The following tables, based on the Big Horn Reserve Report, summarizes
the oil, NGLs and natural gas reserves of Big Horn and the present worth value of
estimated future net revenue for these reserves, after provision for ARTC, using escalated
and constant prices and costs as indicated. No estimate of salvage and abandonment costs
was included in the Big Horn Reserve Report. All evaluations of future net production
revenue set forth in the tables are stated prior to the provision for income taxes, but
after overriding and lessor royalties, Crown royalties, freehold royalties, mineral taxes,
direct lifting costs, normal allocated overhead and future investments. It should not be
assumed that the discounted future net production revenues estimated by the Big Horn
Reserve Report represent the fair market value of the reserves. Other assumptions and
qualifications relating to costs, prices for future production and other matters are
included in the Big Horn Reserve Report. There is no assurance that the future price and
cost assumptions used in the Big Horn Reserve Report will prove accurate and variances
could be material.

|                                                         | Petroleum and Natural Gas Reserves(1)(16)
|-------------------------------------------------------- | -----------------------------------------
|                                                         | Oil(3)(Mbbls)                            
|                                                         | Gross(11)                                
|Constant
    Pricing(15)                                 |                                          
|Proved
    Reserves(6)                                   |                                          
|Proved Producing(7)                                      | 668                                      
|Proved Non-Producing(8)                                  | -                                        
|Proved Undeveloped(9)                                    | -                                        
|Total
    Proved Reserves                                | 668                                      
|Risked
    Probable Additional Reserves(10)              | 139                                      
|Total
    Proved and Risked Probable Additional Reserves | 807                                      
|                                                         |                                          
|Escalated
    Pricing(13)                                |                                          
|Proved
    Reserves(6)                                   |                                          
|Proved Producing(7)                                      | 669                                      
|Proved Non-Producing(8)                                  | -                                        
|Proved Undeveloped(9)                                    | -                                        
|Total
    Proved Reserves                                | 669                                      
|Risked
    Probable Additional Reserves(10)              | 138                                      
|Total
    Proved and Risked Probable Additional Reserves | 807                                      

|                                                         | Present Worth of Future Net Production Revenue(2),(13),(14),(15)(16)(17)
|-------------------------------------------------------- | ------------------------------------------------------------------------
|                                                         | Discounted at the rate of                                               
|                                                         | 10%                                                                     
|                                                         | (thousands of dollars)                                                  
|Constant
    Pricing(15)                                 |                                                                         
|Proved
    Reserves(6)                                   |                                                                         
|Proved Producing(7)                                      | 60,605                                                                  
|Proved Non-Producing(8)                                  | 12,202                                                                  
|Proved Undeveloped(9)                                    | 7,635                                                                   
|Total
    Proved Reserves                                | 80,443                                                                  
|Risked
    Probable Additional Reserves(10)              | 13,196                                                                  
|Total
    Proved and Risked Probable Additional Reserves | 93,637                                                                  
|                                                         |                                                                         
|Escalated
    Pricing(13)                                |                                                                         
|Proved
    Reserves(6)                                   |                                                                         
|Proved Producing(7)                                      | 30,729                                                                  
|Proved Non-Producing(8)                                  | 6,771                                                                   
|Proved Undeveloped(9)                                    | 5,043                                                                   
|Total
    Proved Reserves                                | 42,543                                                                  
|Risked
    Probable Additional Reserves(10)              | 6,651                                                                   
|Total
    Proved and Risked Probable Additional Reserves | 49,194                                                                  

Notes:

> (1) The Big Horn Reserve Report is based on ownership, well data,
>     production, prices, operating cost, revenue and other relevant data supplied by Big Horn.
>     No field inspection was made or considered necessary by the evaluators. The oil and
>     natural gas reserves in the Big Horn Reserve Report were determined in accordance with
>     generally accepted evaluation practice. Because of the inherent risk in oil and gas
>     operations, no guarantee is given or implied that the conclusions of the Big Horn Reserve
>     Report, either in production or net production revenue, will be achieved.
>     (2) "Alberta Royalty Tax Credit" ("ARTC") is a
>     provincial government program designed to stimulate the activity of the petroleum industry
>     through a rebate on Provincial Crown Royalties. Effective January 1, 1995, the rebate
>     varies from a maximum of $1.5 million when the reference price is below $100 per cubic
>     metre to a minimum of $0.5 million when the reference price is above $210 per cubic metre.
>     The Royalty Tax Credit Reference Price is a weighted average blended price of the
>     non-heavy oil, heavy oil, and gas par prices. Any future changes in ARTC policy will be
>     announced three years in advance of the effective date of the change. The ARTC was
>     calculated based on the applicable regulations in effect at January 1, 2001. The ARTC
>     program was assumed to continue indefinitely.
>     (3) "Crude Oil" is a mixture, consisting mainly of pentanes
>     and heavier hydrocarbons that may contain sulphur compounds, that is liquid at the
>     conditions under which its volume is measured or estimated, but excluding such liquids
>     obtained from the processing of natural gas.
>     (4) "Natural Gas" is the lighter hydrocarbons and associated
>     non-hydrocarbon substances occurring naturally in an underground reservoir, which under
>     atmospheric conditions is essentially a gas, but which may contain liquids. The natural
>     gas reserve estimates are reported on a marketable basis, that is the gas which is
>     available to a transmission line after removal of certain hydrocarbons and non-hydrocarbon
>     compounds present in the raw natural gas and which meets specifications for use as a
>     domestic, commercial or industrial fuel.
>     (5) "Natural Gas Liquids" or "NGLs" are those
>     hydrocarbon components recovered from raw natural gas as liquids by processing through
>     extraction plants or recovered from field separators, scrubbers, or other gathering
>     facilities. These liquids include the hydrocarbon components ethane, propane, butanes and
>     pentanes plus, or a combination thereof.
>     (6) "Proved Reserves" are those reserves estimated as
>     recoverable under current technology and existing economic conditions, from that portion
>     of a reservoir which can be reasonably evaluated as economically productive on the basis
>     of analysis of drilling, geological, geophysical and engineering data, including the
>     reserves to be obtained by enhanced recovery processes demonstrated to be economic and
>     technically successful in the subject reservoir. Reserves assigned to non-producing zones
>     in producing wells were classified as producing if the reserve quantities were estimated
>     to be minor relative to Big Horn's reserves in the area.
>     (7) "Proved Producing Reserves" are those proved reserves
>     that are actually on production or, if not producing, that could be recovered from
>     existing wells or facilities and where the reasons for the current non-producing status is
>     the choice of the owner. An illustration of such a situation is where a well or zone is
>     capable of production but is shut-in because deliverability is not required to meet
>     contract commitments. Reserves assigned to non-producing zones in producing wells were
>     classified as producing if the reserve quantities were estimated to be minor relative to
>     Big Horn's reserves in the area.
>     (8) "Proved Non-Producing Reserves" are those non-producing
>     proved reserves recoverable from existing wells that require relatively minor capital
>     expenditures to produce.
>     (9) "Proved Undeveloped" are those reserves expected to be
>     recovered from new wells or undrilled acreage or from existing wells where a relatively
>     major capital expenditure will be required.
>     (10) "Probable Additional Reserves" are those reserves which
>     analysis of drilling, geological, geophysical and engineering data does not demonstrate to
>     be proved under current technology and existing economic conditions, but where such
>     analysis suggests the likelihood of their existence and future recovery. Probable
>     additional reserves to be obtained by the application of enhanced recovery processes will
>     be the increased recovery over and above that estimated in the proved category which can
>     be realistically estimated for the pool on the basis of enhanced recovery processes which
>     can be reasonably expected to be instituted in the future. Probable Additional Reserve
>     volumes and estimated revenues have been reduced by 50% to account for risk.
>     (11) "Gross Reserves" represent the total of Big Horn's
>     working interests and/or royalty interests share of reserves before deducting royalties
>     payable to others.
>     (12) "Net Reserves" represent Gross Reserves less all
>     royalties payable to others.
>     (13) The Escalated Price case assumes the continuance of current laws
>     (including ARTC), regulations, increases in wellhead selling prices as well as inflation
>     with respect to future operating and capital costs. In the Big Horn Reserve Report, an
>     escalation factor of 2% per annum from 2001 has been applied to operating and capital
>     costs. Product prices in the escalated case evaluation are based upon the January 1, 2001
>     price forecast of McDaniel & Associates Consultants Ltd. Oil prices are adjusted for
>     quality and transportation and gas prices reflect individual property gas purchase
>     contracts. Specific annual prices taken from the January 1, 2001 price forecast of
>     McDaniel & Associates Consultants Ltd. are as follows:

|           | Oil                               | Natural Gas                                  
|---------- | --------------------------------- | ---------------------------------------------
|Year       | WTI
    Crude Oil
    $US/Bbl (a) | Edmonton
    Light Crude
    Oil
    $/Bbl(b)
|2001       | 25.00                             | 36.90                                        
|2002       | 23.00                             | 32.80                                        
|2003       | 22.40                             | 31.00                                        
|2004       | 22.30                             | 29.90                                        
|2005       | 22.70                             | 30.00                                        
|2006       | 23.20                             | 30.70                                        
|2007       | 23..70                            | 31.30                                        
|2008       | 24.20                             | 32.00                                        
|2009       | 24.70                             | 32.70                                        
|2010       | 25.20                             | 33.30                                        
|2011       | 25.70                             | 34.00                                        
|2012       | 26.20                             | 34.60                                        
|2013       | 26.70                             | 35.30                                        
|2014       | 27.20                             | 36.00                                        
|2015       | 27.70                             | 36.60                                        
|2016       | 28.30                             | 37.40                                        
|2017       | 28.90                             | 38.20                                        
|2018       | 29.50                             | 39.00                                        
|2019       | 30.10                             | 39.80                                        
|2020       | 30.70                             | 40.60                                        
|Thereafter | 30.70                             | 40.60                                        

> Notes:
>     (a) West Texas Intermediate at Cushing Oklahoma
>         (b) Edmonton reference price for 40API, 0.5% sulphur crude
>         (c) 26API

(14) In order to realize the
    full value of the reserves, the Big Horn Reserve Report, using escalating prices,
    estimates capital expenditures will be required as follows:

Year
    Proven
    ($000's)
    Probable
    ($000's)
    Total
    Proven
    and Probable
    ($000's)2001
    959.9
    1,389.1
    2,348.12002
    130.1
    23.4
    153.42003
    -
    52.0
    52.0Thereafter
    30.1
    3.4
    33.5Total
    Capital
    1,119.2
    1,467.9
    2,587.1


> (15) The constant price case assumes the continuance of current laws
>     (including ARTC) as well as no inflation of operating or capital costs. Product prices in
>     the constant case evaluation are based upon crude oil, natural gas and natural gas product
>     prices as at December 31, 2000. Specific prices taken from the Big Horn Reserve Report
>     constant price forecast are as follows:

|Edmonton
    Par Light Crude Oil ($Cdn./Bbl)(a)                 | 39.35
|--------------------------------------------------------------- | -----
|West
    Texas Intermediate ($U.S./Bbl)(b)                      | 26.80
|Bow
    River Medium Crude ($Cdn./Bbl)(c)                       | 17.64
|Natural
    Gas (@ Field Gate $Cdn./MMBTU)                      |      
|Average Alberta(d)                                              | 6.85 
|TransCanada Gas Services Ltd.(e)                                | 6.48 
|Pan Alberta Gas Ltd.(e)                                         | 5.85 
|Saskatchewan Average(d)                                         | 6.85 
|Alberta Spot Sales(e)                                           | 13.45
|Natural
    Gas Liquids (Edmonton Reference Price $Cdn./Bbl)(a) |      
|Propane(e)                                                      | 34.92
|Field Butane(e)                                                 | 40.85
|NGL Mix(e)                                                      | 40.05
|Natural Gasoline and Condensates(f)                             | 39.35

> Notes:
>     (a) December 29, 2000 average postings.
>         (b) December 29, 2000 NYMEX close.
>         (c) December 29, 2000 Petro Canada posting.
>         (d) November 2000 estimate.
>         (e) November 2000 actual.
>         (f) December 29, 2000 estimate.

(16) Numbers may not add due
    to rounding.

(17) An allowance was made for the Saskatchewan Corporation Capital Tax
    Resource Surcharge in the present worth value estimates.

Drilling History

The following table sets forth the gross and net exploratory and
development wells drilled in which Big Horn participated during the periods indicated:

|                      | Years Ended December 31,
|--------------------- | ------------------------
|                      | 2000                    
|                      | Gross(1)                
|Oil
    Wells         | 2.00                    
|Natural
    Gas Wells | 4.00                    
|Dry
    Holes         | 0.00                    
|Total                 | 6.00                    

Note:

> (1) "Gross" wells are the total number of wells in which Big
>     Horn has an interest. "Net" wells are the aggregate of the number obtained by
>     multiplying each gross well by Big Horn's percentage working interest therein.

Undeveloped Lands

The following table sets out Big Horn's undeveloped land holdings as at
May 31, 2001:

Gross(1)
    Net(2)(acres)Southern
    Alberta
    28,384
    15,916East
    Central Alberta
    11,218
    4,106Northern
    Alberta
    26,400
    13,845Other
    63,322
    10,976Total
    129,324
    44,843


Notes:

> (1) "Gross" refers to the total acres in which Big Horn has
>     an interest.
>     (2) "Net" refers to the total acres in which Big Horn has an
>     interest, multiplied by the percentage working interest therein owned by Big Horn.

In addition, Big Horn owns 200 kilometres of two-dimensional seismic
data and 25 square kilometres of three-dimensional seismic data.

Production History

The following table summarizes Big Horn's average daily net crude oil,
natural gas and natural gas liquids production, before deduction of royalties, for the
periods indicated:

|Years Ended December 31,        
|--------------------------------
|2000                            
|Crude
    oil (Bbls/d)          
|Natural
    gas liquids (Bbls/d)
|Natural
    gas (Mmcf/d)        

Big Horn's current average daily production is approximately 400 Bbls/d
of crude oil and NGLs and 3.3 Mmcf/d of natural gas.

Oil and Natural Gas Wells

The following table sets forth the number and status of wells in which
Big Horn has a working or a royalty interest which are producing or which Big Horn
considers to be capable of production as at the date hereof.

|                         | Producing Wells | Shut-in Wells(1)
|------------------------ | --------------- | ----------------
|                         | Crude Oil       | Natural Gas     
|Area                     | Gross(2)        | Net(3)          
|Campbell                 | 1.00            | 0.12            
|Crossfield               | -               | -               
|Cygnet                   | -               | -               
|Deanne                   | -               | -               
|Deer
    Mountain        | 1.00            | 0.50            
|Garden
    Plains        | -               | -               
|Gartley                  | -               | -               
|Ghost
    Pine           | -               | -               
|Gilby                    | -               | -               
|Gull
    Lake South Unit | 6.00            | 2.28            
|West
    Gull Lake       | 4.00            | 3.60            
|Hazlet
    unit          | 8.00            | 1.60            
|Lanaway                  | 5.00            | 2.18            
|Leduc                    | 1.00            | 0.39            
|Leedale                  | -               | -               
|Lubicon                  | 1.00            | 0.23            
|Pine
    Creek           | 3.00            | 0.42            
|Princess                 | -               | -               
|Progress                 | -               | -               
|Sinclair                 | -               | -               
|Spirit
    River         | -               | -               
|St-Anne                  | -               | -               
|Success                  | 11.00           | 0.64            
|Webster                  | -               | -               
|Willesden
    Green      | -               | -               
|Worsley                  | 1.00            | 0.50            
|Timber
    Draw          | 1.00            | 0.15            
|Flat
    Lake            | -               | -               
|Total                    | 43.00           | 12.61           

Notes:

> (1) "Shut-in" wells means wells which have encountered and
>     are capable of producing crude oil or natural gas but which are not producing due to lack
>     of available transportation facilities, available markets or other reasons. Shut-in wells
>     in which Big Horn has an interest are located no further than 10 kilometres from existing
>     pipelines.
>     (2) "Gross" wells are the total number of wells in which Big
>     Horn has an interest.
>     (3) "Net" wells are the aggregate of the numbers obtained by
>     multiplying each gross well by Big Horn's percentage working interest therein.

Capital Expenditures

The following table summarizes the capital expenditures of Big Horn for
the periods indicated (net of incentives and dispositions).

|                            
|----------------------------
|                            
|($000s)                     
|                            
|Land
    and Lease          
|Property
    Acquisitions   
|Acquisition
    of Ironwood 
|Property
    Dispositions   
|Geological
    & Geophysical
|Drilling
    & Completions  
|Equipment
    & Facilities  
|Overhead
    and Other      
|TOTAL                       

DESCRIPTION OF BIG HORN SHARE CAPITAL

The authorized share capital of Big Horn consists of an unlimited
number of Big Horn Shares. As at the date hereof, there are 28,122,191 Big Horn Shares
issued and outstanding and 2,419,500 Big Horn Shares reserved for issuance pursuant to
outstanding stock options. The following is a summary of the rights, privileges,
restrictions and conditions attaching to the Big Horn Shares.

Big Horn Shares

The holders of Big Horn Shares are entitled to dividends if, as and
when declared by the Big Horn Board, to one vote per share at meetings of Big Horn
Shareholders and, upon liquidation, to receive such assets of Big Horn as are
distributable to the holders of the Big Horn Shares. The Big Horn Shares rank equally
within their class as to dividends, voting rights, participation in assets and in all
other respects. The issued Big Horn Shares are not subject to calls or assessments nor
pre-emptive or conversion rights. There are no provisions attached to the Big Horn Shares
for redemption, purchase for cancellation, surrender, sinking or purchase funds.

CAPITALIZATION OF BIG HORN

The following table sets forth the capitalization of Big Horn as at
December 31, 2001 and as at May 31, 2001.

Authorized
    As at
    December 31, 2000
    As
    at May 31, 2001(audited)
    (unaudited)Long-Term
    Debt:Revolving Demand Credit Facility(1)
    
    $4,800,000
    $8,100,000Share
    Capital:Big Horn Shares(2)(3)(4)(5)
    Unlimited
    $18,209,175
    (28,122,191 shs)
    $18,209,175
    (28,122,191 shs)(6)Deficit
    
    $(2,529,622)
    $(1,240,876)


Notes:

> (1) Big Horn has a $9.25 million revolving demand credit facility. The
>     facility bears interest at the lender's prime rate plus 0.5% and is secured by a general
>     charge over all assets.
>     (2) At May 31, 2001, a total of 2,419,500 Big Horn Shares were reserved
>     for issuance pursuant to stock options granted to officers, directors, employees and
>     consultants, all of which were outstanding as of May 31, 2001 at exercise prices ranging
>     from $0.65 to $1.15 per share.
>     (3) Effective January 1, 2000, Big Horn changed its policy on
>     accounting for income taxes to conform to the new rules adopted by the Canadian Institute
>     of Chartered Accountants. Big Horn moved to the liability method of accounting for income
>     taxes from the deferral method. The new method was applied retroactively without
>     restatement of prior period financial statements. The impact of this change on
>     January 1, 2000 resulted in a net increase in deficit and future income tax liability
>     of $2,026,000.
>     (4) Subsequent to the date hereof, Big Horn intends to issue up to
>     400,000 flow-through Big Horn Shares on a private placement basis at a price of $1.00 per
>     share. It is anticipated that substantially all of this private placement will be
>     subscribed for by the directors, officers and employees of Big Horn.
>     (5) At May 31, 2001, Big Horn's working capital was $896,000.
>     (6) On April 9, 2001, Big Horn Shareholders approved the consolidation
>     of the Big Horn Shares on the basis of one (1) new common share for each three and
>     one-half (3.5) Big Horn Shares. As a result of Big Horn entering into the Arrangement
>     Proposal with Westlinks on April 24, 2001, the Big Horn Board made the decision not to
>     implement the consolidation.

BIG HORN MANAGEMENT'S DISCUSSION OF OPERATING
RESULTS

Management of Big Horn has prepared the following discussion and
analysis of financial and operating results. This discussion should be read in conjunction
with the consolidated financial statements and notes thereto of Big Horn contained in
Appendix F.

All references to BOE volumes are based on a 10 Mcf to 1 bbl conversion
ratio unless otherwise stated.

Three Months Ended March 31, 2001 (unaudited) compared to the
Three Months Ended March 31, 2000 (unaudited)

Overview

Big Horn's results for the three months ended March 31, 2001 reflect
Big Horn's improved drilling success along with the impact of strong commodity prices,
especially for natural gas which averaged $9.63 per Mcf in the first quarter of 2001
compared to $3.12 for the same period in 2000. Revenue and cash flow increased by 50%
during the first quarter of 2001 compared to the same period in 2000. On a per share
basis, earnings increased 50% to $0.03 per share and cash flow increased 60% to $0.08 per
share. Operating netbacks improved to $35.90 per BOE (using a 10 to 1 conversion factor)
compared to $19.26 in 2000, for an 86% increase. This is mainly due to gas prices which
increased by 209% in the first quarter of 2001 compared to the same period in 2000. During
the first three months of 2001, Big Horn participated in 6 (2.88 net) wells, including one
recompletion, resulting in 2 (0.70 net) oil wells and 4 (2.18 net) gas wells for a 100%
success rate.

Revenue

Revenue increased 51% to $3.8 million ($0.14 per share) in the first
quarter of 2001 compared to $2.5 million ($0.09 per share) for the same period in 2000.
Despite a 15% decline in production volume (from 1,088 BOE/D in 2000 to 928 BOE/D in 2001,
based on a 6 to 1 conversion ratio) the overall revenue increased by 51% mainly because of
the substantial increase in the price of natural gas. Big Horn averaged $9.63 per Mcf of
natural gas during the first quarter of 2001 compared to $3.12 for the same period in
2000, for a 209% increase. Oil prices actually declined somewhat in 2001 (to $30.80 per
bbl in 2001 from $34.93 in 2000).

Expenses

Royalties, net of ARTC, were $919,739 (or $10.90 per BOE) in the first
quarter of 2001 compared to $530,962 (or $5.36 per BOE) for the same period in 2000.
Production expenses were $431,498 (or $5.11 per BOE) compared to $370,396 (or $3.74 per
BOE) in 2000. Production expenses have increased by 37% on a BOE basis in 2001 due to the
increased drilling activity in western Canada, which resulted in higher prices for the
equipment, services and manpower needed to explore and drill for oil and gas. As a
percentage of revenue, operating costs have declined in 2001 to 11% compared to 14% in
2000. Royalties have increased on a BOE basis by 103% in 2001 due to the higher commodity
prices in effect during the first quarter of 2001 and to the reduced ARTC rate as a result
of these higher prices.

General and administrative expenses were $94,436 during the first
quarter of 2001 (or $1.12 per BOE) compared to $136,030 during the same period in 2000 (or
$1.37 per BOE). The decrease is due to the increased drilling activity in the quarter (
five wells drilled plus one recompletion in 2001, compared to only three wells drilled in
2000) which increases the amount of general and administrative expense recoveries to Big
Horn. Big Horn's goal is to keep its general and administrative expenses under $2.00 per
BOE.

Big Horn drilled 5 wells in the first quarter of 2001, plus one
recompletion, compared to 3 wells drilled in 2000. There were no abandoned wells in 2001,
for a 100% success rate compared to 66% in 2000.

Earnings and cash flow

Big Horn increased its earnings by 39% to $788,702 (or $0.03 per share)
in 2001 compared to $568,906 (or $0.02 per share) in 2000.

Cash flow increased by 59% in 2001 to $2,300,702 (or $0.08 per share)
compared to $1,447,806 in 2000 (or $0.05 per share).

Both cash flow and earnings have risen, despite a reduction in
production volumes, mainly as a result of the higher prices for natural gas in effect
during the first quarter of 2001.

Liquidity and capital resources

Big Horn funded its capital expenditures of $4 million during the first
quarter of 2001 by using approximately $2.6 million of internal cash flows and by drawing
$1.4 million on its bank line of credit. Big Horn has a $9.25 million credit facility with
the Alberta Treasury Branches. At March 31, 2001 $6.2 million had been drawn on this line
of credit, resulting in $47,497 in interest expense for the quarter.

The provision for depletion and depreciation was $827,000 in the first
quarter of 2001 compared to $594,900 for the same period in 2000. This represents a 39%
increase which is consistent with the 51% increase in revenue during the quarter.
Production revenue is increasing at a faster rate than the related depletion provision
because of the impact of the higher commodity prices.

Big Horn had a working capital deficiency of $786,667 at March 31,
2001. This is a reflection of the increased drilling activity during the quarter,
resulting in higher payables. Big Horn's unused line of credit stood at $3.05 million at
March 31, 2001. Big Horn's cash flow from operations, combined with its available bank
facility, is sufficient to sustain Big Horn's operational requirements throughout the
remainder of 2001.

Year Ended December 31, 2000 compared to the Year Ended
December 31, 1999

Overview

Big Horn's production averaged 746 BOE/D during 2000, a 20% decline
from 1999 which averaged 936 BOE/D. The main reason for this decline was the sale in
January, 2000 of approximately 350 BOE/D of production from non-core properties. These
properties had high decline rates of approximately 50%. The $2.6 million proceeds from the
sale of these properties were used to accelerate Big Horn's 2000 drilling program. Big
Horn exited 2000 with a production of 768 BOE/D and a production mix of 57% oil and 43%
natural gas. Big Horn's total proved and probable reserves at the end of 2000 were
2,557,500 BOE, a decrease of 17% from its 1999 total of 3,097,400 BOE. This decline was
again mainly due to the disposal in January 2000 of non-core properties. Big Horn drilled
25 wells (13.47 net) during 2000, with a 65% success rate. In 1999 Big Horn had drilled 13
wells (5.42 net) with a 88% success rate. Big Horn continued to enjoy a strong balance
sheet during 2000. Big Horn exited 2000 with a small working capital deficiency of
$513,000 and a $9.25 million line of credit, of which only $4.8 million had been drawn at
December 31, 2000. Big Horn's debt to cash flow is 0.7:1 based on 2000 cash flows.

Revenue

Big Horn's production revenue increased 38% to $12 million ($0.43 per
share) in 2000 compared to $8.7 million ($0.32 per share) in 1999. Because of the strong
commodity prices in effect throughout 2000, Big Horn increased its revenue by 38% while
production decreased by 20% (from 936 BOE/D in 1999 to 746 BOE/D in 2000) Big Horn's
average prices for the 1997  2000 period are as follows:

2000
    1999
    1998
    1997Production revenue for the
    year
    $11,988,021
    $8,709,493
    $3,807,620
    $2,637,805Average production during
    year (BOE/D)
    746
    936
    638
    389Average price ($/BOE)
    $43.92
    $25.50
    $16.36
    $18.58


Expenses

Royalties, net of ARTC, were $2,592,444 (or $9.50 per BOE) in 2000
compared to $1,340,551 (or $3.92 per BOE) in 1999. Production expenses were $1,749,119 (or
$6.41 per BOE) compared to $1,954,652 (or $5.72 per BOE) in 1999. Production expenses have
increased by 12% on a BOE basis in 2000 as a result of the increased demand for equipment,
manpower and supplies. Total production expenses however have decreased by 10% due to
lower production volumes in 2000. Royalties have increased on a BOE basis by 142% in 2000
due to the higher commodity prices in effect during the year and to the reduced ARTC rate
as a result of high commodity prices.

General and administrative expenses were $509,493 during 2000 (or $1.87
per BOE) compared to $544,857 during 1999 (or $1.59 per BOE). The decrease is due to
recoveries which occurred in 2000. Big Horn's goal is to keep its general and
administrative expenses under $2.00 per BOE.

Big Horn drilled 25 wells in 2000 compared to 13 wells in 1999. The
number of wells drilled based on Big Horn's net working interest increased by 149% to
13.47 wells in 2000 compared to 5.42 wells in 1999.

Big Horn used its $9.25 million credit facility with the Alberta
Treasury Branches during 2000 to fund its exploration program. At year-end $4.8 million
had been drawn on this line of credit, resulting in $149,011 (or $0.55 per BOE) in
interest expense in 2000 compared to $238,675 (or $0.70 per BOE) in 1999. The decrease in
interest expense is due to the impact of the $2.6 million in proceeds received in the
first quarter of 2000.

The provision for depletion and depreciation was $3,096,000 in 2000
compared to $2,757,000 in 1999. The 12% increase is consistent with the 38% increase in
revenue during 2000. Because of the strong commodity prices in 2000, production revenue
increased at a faster rate than the related depletion provision.

Earnings and cash flow

Big Horn increased its pre-tax earnings by 108% to $3,891,954 (or $0.14
per share) in 2000 compared to $1,873,758 (or $0.07 per share) in 1999. Net earnings for
2000 were $2,163,793 (or $0.08 per share). There are no comparatives after-tax net
earnings for the year 1999as Big Horn did not record a tax provision in 1999.

Cash flow increased by 49% in 2000 to $6,891,793 (or $0.25 per share)
compared to $4,630,758 in 1999 (or $0.17 per share).

Both cash flow and earnings have risen as a result of the higher
commodity prices in effect during the year, despite a reduction in production volumes.

Liquidity and capital resources

Big Horn had a small working capital deficiency of $513,077 at December
31, 2000 compared to a working capital balance of $551,138 at December 31, 1999. The
reduction in working capital is a reflection of the increased drilling activity at
year-end, resulting in higher payables. By the end of February 2001, Big Horn's working
capital was back to a positive balance of $1.5 million. Big Horn has an operating line of
credit up to a maximum of $9.25 million, of which $4.8 million was used at December 31,
2000. Big Horn's cash flow from operations, in addition to its unused portion of its line
of credit, is sufficient to sustain Big Horn's operational requirements throughout 2001.

Year Ended December 31, 1999 compared to the Year Ended
December 31, 1998

Overview

Big Horn increased its production by 47% in 1999, averaging 936 BOE/D
compared to 638 BOE/D in 1998. By continuing its strategy of drilling plays with a higher
working interest and a strong focus on natural gas, Big Horn exited 1999 with a production
of 1,008 BOE/D and a production mix of 51% oil and 49% natural gas. Big Horn increased its
proved reserves by 25% to 2,399,610 BOE. This was achieved by a combination of successful
drilling (88% success ratio, on a net basis) and by the acquisition of the assets of
Edinburgh Resources Ltd. in the third quarter of 1999. Big Horn continued to carefully
monitor its balance sheet during 1999, ending the year with positive working capital and a
$7 million line of credit of which $4.7 million had been drawn at December 31, 1999. Big
Horn's debt to cash flow is 1:1 based on 1999 cash flows. This ratio improved in the first
quarter of 2000 as Big Horn divested of several non-core properties for proceeds of
approximately $2.6 million.

Revenue

Big Horn's production revenue increased 129% to $8.7 million ($0.32 per
share) in 1999 compared to $3.8 million ($0.25 per share) in 1998. The revenue increase of
129% was much greater than the production increase of 64% because of the stronger
commodity prices during 1999. Big Horn's average price for the 1996  1999 period is
as follows:

1999
    1998
    1997
    1996Production revenue for the
    year
    $8,709,493
    $3,807,620
    $2,637,805
    $1,943,144Average production during
    year (BOE/D)
    936
    638
    389
    281Average price ($/BOE)
    $25.50
    $16.36
    $18.58
    $22.60


Expenses

Royalties, net of ARTC, were $1,340,551 (or $3.92 per BOE) in 1999
compared to $636,436 (or $2.73 per BOE) in 1998. Production expenses were $1,954,652 (or
$5.72 per BOE) compared to $1,229,300 (or $5.28 per BOE) in 1998. Production expenses have
increased slightly on a BOE basis in 1999 as a result of the increased demand for
equipment, manpower and supplies. Royalties have increased on a BOE basis in 1999 mainly
due to the higher commodity prices in effect during the year.

General and administrative expenses were $544,857 during 1999 (or $1.59
per BOE) compared to $330,442 during 1998 (or $1.42 per BOE). Big Horn's goal is to keep
its general and administrative expenses under $2.00 per BOE.

Big Horn drilled thirteen wells in each of 1999 and 1998. However, the
number of wells drilled based on Big Horn's net working interest increased by 63% to 5.42
wells in 1999 compared to 3.33 wells in 1998.

Big Horn used its $7 million credit facility with the Alberta Treasury
Branches during 1999 to fund its exploration and acquisition program. At year-end $4.7
million had been drawn on this line of credit, resulting in $238,675 (or $0.70 per BOE) in
interest expense in 1999 compared to $142,770 (or $0.61 per BOE) in 1998.

The provision for depletion and depreciation was $2,757,000 in 1999
compared to $1,365,000 in 1998. This increase of 102% is consistent with the 129% increase
in revenue during 1999.

Earnings and cash flow

Big Horn increased its earnings by 847% to $1,873,758 (or $0.07 per
share) in 1999 compared to $197,806 (or $0.01 pr share) in 1998.

Cash flow increased by 196% in 1999 to $4,630,757 (or $0.17 per share)
compared to $1,562,806 (or $0.10 per share).

Liquidity and capital resources

Big Horn had a positive working capital balance of $551,138 at December
31, 1999 compared to $99,506 at December 31, 1998. The improvement in Big Horn's working
capital position is due to the improved funds generated from operations as a result of
higher commodity prices during 1999. The working capital will further improve in the first
quarter of 2000, as Big Horn will receive proceeds of approximately $2.6 million on the
sale of some of its non-core properties. Big Horn has an operating line of credit up to a
maximum of $7 million, of which $4.7 million was used at December 31, 1999. Big Horn's
cash flow from operations, in addition to its unused portion of its line of credit, is
sufficient to sustain Big Horn's operational requirements throughout 2000.

Year Ended December 31, 1998 compared to the Year Ended
December 31, 1997

Overview

Big Horn increased its production by 64% in 1998 despite the prevalent
weakness in oil prices throughout the year. Big Horn averaged 638 BOE/D in 1998 compared
to 389 BOE/D in 1997. Big Horn continued its strategy, developed in the latter part of
1997, of drilling plays with a higher working interest and a strong focus on natural gas.
Big Horn's production during 1997 was 85% oil and 15% natural gas. By refocusing its
drilling and acquisition strategies towards natural gas Big Horn achieved a mix of 61% oil
and 39% natural gas in 1998. Big Horn exited 1998 with a mix of 48% oil and 52% natural
gas. Big Horn doubled its proved reserves during 1998 from 960,730 BOE to 1,917,700 BOE.
This was achieved mainly through the acquisition of Ironwood Petroleum Ltd. in the third
quarter of 1998. Big Horn raised in excess of $11 million during 1998 through three
separate private placements. This additional equity allowed Big Horn to pursue its
drilling program in northwest Alberta and to complete the Ironwood acquisition. Big Horn
had an extremely healthy balance sheet at the end of 1998, with positive working capital
and a $7,000,000 line of credit of which only $1,400,000 had been used at December 31,
1998.

Revenue

Big Horn's production revenue increased 46% to $3.8 million ($0.25 per
share) in 1998 compared to $2.6 million ($0.28 per share) in 1997. Approximately 50% of
this increase is attributable to the Ironwood acquisition which contributed three months
of production in 1998. The revenue increase of 46% did not keep pace with the production
increase of 64% because of the weak oil prices during 1998. Big Horn's average price for
the 1996  1998 period is as follows:

1998
    1997
    1996Production
    revenue for the year
    $3,807,620
    $2,637,805
    $1,943,144Average
    production during year (BOE/D)
    638
    389
    281Average
    price ($/BOE)
    $16.36
    $18.58
    $22.60


Expenses

Royalties, net of ARTC, were $636,436 (or $2.73 per BOE) in 1998
compared to $665,874 (or $4.69 per BOE) in 1997. Production expenses were $1,229,300 (or
$5.28 per BOE) in 1998 compared to $858,848 (or $6.05 per BOE) in 1997. Production
expenses have decreased on a BOE basis in 1998 as a result of the reduced demand for
equipment, manpower and supplies. Royalties have been reduced dramatically on a BOE basis
in 1998 due to both pricing and the focus on Alberta properties during the year as a
result of both the Ironwood acquisition and the continued development of Big Horn's core
area in northwest Alberta.

General and administrative expenses were $330,442 during 1998 (or $1.42
per BOE) compared to $243,413 (or $1.72 per BOE) in 1997. The increase in general and
administrative costs is a reflection of Big Horn's increased role as operator of most of
the wells drilled during the year. However, on a $/BOE basis, general and administrative
costs have decreased in 1998 to $1.42 per BOE compared to $1.72 per BOE in 1997. Big Horn
drilled thirteen wells in each of 1998 and 1997. However, the number of wells drilled
based on Big Horn's net working interest increased to 3.33 wells in 1998 compared to 2.30
wells in 1997. Big Horn fell well within its goal of keeping general and administrative
costs under $2 per BOE, averaging $1.42 per BOE in 1998. Big Horn's current staffing level
will be sufficient to sustain its 1999 operations.

Big Horn established a $7 million credit facility with the Alberta
Treasury Branches during 1998 as a result of the Ironwood acquisition. At year-end $1.4
million had been drawn on this line of credit, resulting in $142,720 in interest expense
in 1998 compared with $93,121 in 1997.

The provision for depletion and depreciation was $1,365,000 in 1998
compared to $5,118,937 in 1997. The large provision in 1997 included a $3.8 million
ceiling test write-down and a $300,137 write-down of Big Horn's overseas properties. There
were no such write-downs in 1998.

Earnings and cash flow

Big Horn is reporting earnings of $197,806 in 1998 ($0.01per share)
compared with a loss of $4.3 million (or $0.46 per share) in 1997. As mentioned above, the
major cause for this significant loss in 1997 was a $3.8 million ceiling test write-down.

Cash flow increased by 100% in 1998, despite the weak oil pricing
environment, to $1,562,806 (or $0.10 per share) compared to $781,362 (or $0.08 cents per
share) in 1997.

Liquidity and capital resources

Big Horn had a positive working capital balance of $99,506 at December
31, 1998 compared to a working capital deficiency of $12,761 at December 31, 1997. The
improvement in Big Horn's working capital position is due to funds generated from
operations and to the net proceeds from three private placements during 1998. Big Horn has
an operating line of credit up to a maximum of $7 million, of which $1.4 million was used
at December 31, 1998. Big Horn's cash flow from operations, in addition to its unused
portion of its line of credit, will provide Big Horn with sufficient cash resources to
meet its operational requirements and continue its drilling program throughout 1999.

DIRECTORS AND OFFICERS OF BIG HORN

The following are the names and municipalities of residence of the
directors and officers of Big Horn, their positions and offices with Big Horn, their
principal occupations during the past five years and their shareholdings in Big Horn as at
the date hereof.

|Name
    and Municipality of Residence     | Principal
    Occupation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Director
    Since   | Number
    of Big Horn Shares Held Directly or Indirectly or Over Which Control is Exercised(4)
|------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------- | -----------------------------------------------------------------------------------------------
|Reginald J. Greenslade(1)Calgary, Alberta  | President
    and Chief Executive Officer of Big Horn;                                                                                                                                                                                                                                                                                                                                                                                                                                                              | August
    8, 1995   | 900,500                                                                                        
|Raymond J. Runcie(2)Calgary,
    Alberta   | President
    of Raywest Enterprises Ltd. (a private holding company)                                                                                                                                                                                                                                                                                                                                                                                                                                               | August
    31, 1993  | 339,000                                                                                        
|Walter A. Dawson(1)(2)Calgary, Alberta     | Chairman
    and Chief Executive Officer of Simmons SES since July 2000; Director of Integrated
    Production Services Ltd. since April 2000; Director of Reliance Services Group Ltd. since
    March 1998; former Executive Chairman of Bonus Resources Services Corp. since January 1994
    and prior thereto, Chief Executive Officer and Director since 1993; President, Chief
    Executive Officer and Director of Computalog Ltd. from 1972 to 1991; President of Perfco
    Investments Ltd. since 1970. | October
    31, 1994 | 2,093,678                                                                                      
|George
    Hill (1)Calgary, Alberta        | Independent
    Businessman                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | August
    8, 1995   | 482,500                                                                                        
|Garry Henry (3)Vancouver, British Columbia | Independent
    Businessman                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | March
    21, 2001   | nil                                                                                            
|Luc Chartrand
    Calgary, Alberta         | Chief
    Financial Officer of Big Horn                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | n/a                  | 544,000                                                                                        
|Trevor R. Spagrud
    Calgary, Alberta     | Vice-President,
    Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | n/a                  | 81,540                                                                                         
|Richard F. McHardy
    Calgary, Alberta    | Barrister
    and Solicitor, Donahue Ernst & Young LLP                                                                                                                                                                                                                                                                                                                                                                                                                                                              | n/a                  | 8,000                                                                                          

Notes:

> (1) Member of the Audit Committee.
>     (2) Member of the Compensation Committee.
>     (3) Mr. Henry's appointment to the Big Horn Board remains conditional
>     upon receipt of the approval of the TSE.
>     (4) Does not include any Big Horn Shares which the directors and
>     officers may acquire through the exercise of Big Horn Options.

At the date hereof, the directors and senior officers of Big Horn as a
group beneficially own, directly or indirectly, 4,459,218 Big Horn Shares (approximately
15.9% of the total issued and outstanding Big Horn Shares) and 1,762,000 Big Horn Options
(approximately 72.8% of the outstanding Big Horn Options).

BIG HORN EXECUTIVE COMPENSATION

Summary Compensation Table

The following table provides a summary of compensation earned during
each of the three fiscal years ended December 31, 2000 by Big Horn's Chief Executive
Officer and for the Vice-President, Operations (the "named executive officers").
Except as disclosed below, no executive officer or employee of Big Horn received in excess
of $100,000 per annum by way of salary and bonuses during any of the three fiscal year
periods ended December 31, 2000.

Annual Compensation
    Long-Term CompensationAwards
    PayoutsSecurities
    Under Options/ SARs Granted
    (#)
    Restricted
    Shares or Restricted Share Units
    ($)
    LTIP
    Payouts
    ($)Reginald J. Greenslade
    President and Chief Executive Officer
    2000
    1999
    1998
    150,000
    125,000
    110,000
    35,000(2)30,000(3)30,000(4)
    Nil
    Nil
    Nil
    81,000
    75,000
    344,000
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    NilTrevor R. Spagrud
    Vice-President, Operations
    2000
    1999
    1998
    125,000
    113,750
    80,000
    25,000(2)15,000(3)Nil
    Nil
    Nil
    Nil
    60,000
    150,000
    25,000
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil


Notes:

> (1) Perquisites and other personal benefits do not exceed the lesser of
>     $50,000 and 10% of the total of the annual salary and bonus for the named executive
>     officers.
>     (2) These bonuses were paid to Mr. Greenslade and Mr. Spagrud in 2000
>     in respect of their performance during the 1999 year.
>     (3) These bonuses were paid to Mr. Greenslade and Mr. Spagrud in 1999
>     in respect of their performance during the 1998 year.
>     (4) This bonus was paid to Mr. Greenslade in 1998 in respect of his
>     performance during the 1997 year.

Stock Options

The following table sets forth individual grants of stock options made
to the named executive officers of Big Horn during the fiscal period ended December 31,
2000. Big Horn has no plan for any of its employees involving stock appreciation rights.

Option Grants During the Year Ended December 31, 2000

|Name                       | Securities
    Under Options Granted (#) | %
    of Total 
    Options Granted
    in Financial Year | Exercise
    or Base Price ($/Share) | Market
    Value of Securities Underlying Options on the Date of Grant ($/Share) | Expiration
    Date(1)
|-------------------------- | ---------------------------------------- | --------------------------------------------------------- | ------------------------------------ | -------------------------------------------------------------------------------- | ----------------------
|Reginald
    J. Greenslade | 81,000                                   | 24%                                                       | $0.72                                | $0.72                                                                            | March
    23, 2005    
|Trevor
    R. Spagrud      | 60,000                                   | 18%                                                       | $0.72                                | $0.72                                                                            | March
    23, 2005    

Note:

> (1) The right to exercise all stock options may be accelerated if an
>     offer is made by a third party to purchase all of the outstanding Big Horn Shares or if
>     there is a sale of all or substantially all of Big Horn's assets. Also, the right to
>     exercise all stock options under the Big Horn Share Option Plan lapses 30 days after an
>     individual ceases to be a director, officer, employee or consultant of Big Horn as a
>     result of resignation, retirement or the expiry of an employment or consulting contract.

Option Exercises and Year-End Option Values

The following table provides information concerning (i) options
exercised by any named executive officer of Big Horn during the financial year ended
December 31, 2000; and (ii) the number and the value at December 31, 2000 of unexercised
options held by the named executive officers of Big Horn. In the table,
"exercisable" options are those for which the vesting period or conditions, if
any, have been met, and "in the money" options are those where the exercise
price was less than the marketing price of the Big Horn Shares at the close of business on
December 31, 2000.

|                           | Options Exercised       | Unexercised Options | Value of Unexercised 
    In-the-money Options(1)
|-------------------------- | ----------------------- | ------------------- | -------------------------------------------------
|Name                       | Securities
    Acquired | Aggregate
    Value | Exercisable                                      
|Reginald
    J. Greenslade | Nil                     | Nil                 | 190,750                                          
|Trevor
    R. Spagrud      | Nil                     | Nil                 | 113,750                                          

Note:

> (1) Based on the difference between the exercise price of the
>     unexercised "in-the-money" options on the last trading day prior to December 31,
>     2000 and the closing price of $0.74 per Big Horn Share on the TSE on the last trading day
>     prior to December 31, 2000.

Stock Savings Plan

On March 23, 2000, the Big Horn Board approved the adoption of a stock
savings plan dated effective October 1, 2000. The purpose of the stock savings plan is to
provide employees of Big Horn with the opportunity to participate in the ownership and
growth of Big Horn through the purchase of Big Horn Shares on the TSE. A participant's
contributions are based on a percentage of their annual salary up to a maximum of 7%. Big
Horn matches any participant's contributions equally. As at May 31, 2001, 83% of Big
Horn's employees had participated in the stock savings plan.

Retirement Plans

Big Horn has no retirement plans, pension plans or other forms of
retirement compensation for its employees.

Employment Contracts and Termination of
Employment

Big Horn has employment contracts with each of Mr. Greenslade and Mr.
Spagrud which provide that if a change of control occurs in Big Horn and: (a) the named
executive officer's employment is subsequently or contemporaneously terminated; (b) the
named executive officer does not continue to be employed by Big Horn at a level of
responsibility or compensation consistent with their existing position; or (c) the named
executive officer elects to terminate their employment within 90 days of the date of the
change of control, then the named executive officer will be paid a severance payment and
the right to exercise any unexercised and unvested stock options held by them shall
forthwith vest and become exercisable for a period of 60 days, following which such stock
options shall be deemed to expire. The severance payment is based upon the named executive
officer's monthly salary. Mr. Greenslade and Mr. Spagrud are entitled to a 30 month
and 24 month severance payment, respectively. Additionally, both Mr. Greenslade and Mr.
Spagrud are entitled to an additional allocation for benefits and for past bonus amounts
paid to each of them.

As indicated under "Part I  The Arrangement", it
is intended that the senior management of Big Horn will become the senior management of
Westlinks immediately following the implementation of the Arrangement. Each of Mr.
Greenslade and Mr. Spagrud have agreed that, provided they continue to be employed by
Westlinks following the implementation of the Arrangement at a level of responsibility or
compensation consistent with their existing positions with Big Horn, they shall waive
their entitlement to receive a severance payment as a result of the termination of their
employment with Big Horn.

Compensation of Directors

No compensation by way of annual retainer or meeting fees was paid to
directors of Big Horn for acting in such capacity in the year ended December 31, 2000. The
directors of Big Horn are entitled to participate in Big Horn's stock option plan. During
the year ended December 31, 2000, no options were granted to the current directors of Big
Horn (not including options granted to a director who is a named executive officer).

Directors' and Officers' Liability Insurance

Effective November 1, 1999, Big Horn has put in place a corporate
liability insurance policy for its directors and officers through London Guarantee
Insurance Company. The coverage is for $1,000,000 and covers the period November 1, 1999
to November 1, 2001. A $25,000 deductible applies to any claims made under the policy. The
annual premium for the policy was $4,900.

Share Option Plan

Pursuant to the Big Horn Share Option Plan, options to purchase Big
Horn Shares are granted by the Big Horn Board to directors, officers, employees and
consultants of Big Horn at an exercise price fixed by the directors, subject to the
limitations of any stock exchange on which the Big Horn Shares are listed. Big Horn
Options must be exercised within a period of ten years from the date of the granting of
the stock options and vest as determined by the Big Horn Board. Big Horn Options are
non-assignable and non-transferable.

The maximum number of stock options that may be reserved for any one
optionee under the Big Horn Share Option Plan must be no greater than 5% of the issued and
outstanding Big Horn Shares (on a non-diluted basis). Furthermore, the aggregate number of
Big Horn Shares reserved for issuance pursuant to stock options granted to
"insiders" (as defined by the TSE Company Manual) may not exceed 10% of the
outstanding Big Horn Shares (on a non-diluted basis), the issuance of Big Horn Shares to
"insiders" pursuant to the Plan and other share compensation arrangements within
a one year period may not exceed 10% of the outstanding Big Horn Shares (on a non-diluted
basis) and the issuance of Big Horn Shares to any one "insider" and such
insider's associates pursuant to the Plan and other share compensation arrangements within
a one year period may not exceed 5% of the outstanding Big Horn Shares (on a non-diluted
basis). The aforementioned limits of Big Horn Shares reserved for issuance may be
formulated on a diluted basis with the consent of the TSE.

The following table sets forth the Big Horn Options which are
outstanding as at the date hereof.

Group
    (number of persons)
    Number
    of Big Horn Shares Under Option
    Date
    of Grant
    Date
    of Expiry
    Exercise
    Price Per Share
    Trading
    Price at Date of GrantDirectors(1)
    (4)
    75,000
    November
    25, 1996
    November
    25, 2001
    0.69
    0.69147,000
    May 26,
    1998
    May 26,
    2008
    0.98
    0.9878,000
    May
    5,1999
    May
    5,2009
    0.77
    0.7750,000
    March
    21, 2001
    March
    21, 2006
    0.75
    0.75350,000Executive
    Officers (4)
    75,000
    November
    25, 1996
    November
    25, 1996
    0.69
    0.6985,000
    July
    16, 1997
    July
    16, 2002
    0.92
    0.9270,000
    March
    9, 1998
    March
    9, 2006
    1.15
    1.15314,000
    May 26,
    1998
    May 26,
    2008
    0.98
    0.9825,000
    July
    30, 1998
    July
    30, 2008
    0.97
    0.97100,000
    February
    17, 1999
    February
    17, 2009
    0.65
    0.65200,000
    May 5,
    1999
    May 5,
    2009
    0.77
    0.77196,000
    March
    23, 2000
    March
    23, 2005
    0.72
    0.72347,000
    March
    21, 2001
    March
    20, 2006
    0.75
    0.751,412,000Employees
    (4)
    75,000
    February
    17, 1999
    February
    17, 2009
    0.65
    0.6520,000
    May 5,
    1999
    May 5,
    2009
    0.77
    0.7720,000
    July
    26, 1999
    July
    25, 2009
    0.73
    0.735,000
    November
    29, 1999
    November
    28, 2009
    0.80
    0.8070,000
    March
    23, 2000
    March
    23, 2005
    0.72
    0.7275,000
    March
    21, 2001
    March
    20, 2006
    0.75
    0.75265,000Consultants
    (6)
    25,000
    November
    25, 1996
    November
    25, 2001
    0.69
    0.6930,000
    March
    9, 1998
    March
    9, 2003
    1.15
    1.1573,500
    May 26,
    1998
    May 26,
    2008
    0.98
    0.98114,000
    May 5,
    1999
    May 5,
    2009
    0.77
    0.7770,000
    March
    23, 2000
    March
    23, 2005
    0.75
    0.7580,000
    March
    21, 2001
    March
    20, 2006
    0.75
    0.75392,500Total
    2,419,500


INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

No director, senior officer, nor any of their respective associates or
affiliates, is or has been at any time during the most recently completed financial year
indebted to Big Horn or any of its subsidiaries.

INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS

Reginald J. Greenslade, a director and the President and Chief
Executive Officer of Big Horn will become a director and the President and Chief Executive
Officer of Westlinks following the Arrangement becoming effective. Trevor R. Spagrud,
Vice-President, Operations, will become Vice-President, Operation of Westlinks following
the Arrangement becoming effective. Richard F. McHardy, Corporate Secretary of Big Horn,
will become Corporate Secretary of Westlinks following the Arrangement becoming effective.
Walter Dawson, a director of Big Horn will become a director of Westlinks following the
Arrangement becoming effective. Except as described above, none of the directors,
officers, promoters or principal shareholders of Big Horn and no associate or affiliate of
any of them has any material interest in any transaction which materially affects Big
Horn.

COMMITTEES

Big Horn has an audit committee and a compensation committee. The audit
committee is composed of Reginald J. Greenslade, George Hill and Walter A. Dawson. Big
Horn's compensation committee is composed of Ray Runcie and Walter Dawson.

BIG HORN DIVIDEND RECORD AND POLICY

The Big Horn Shares are entitled to dividends as and when declared by
the Big Horn board of directors. No dividends have been paid on any Big Horn Shares since
the date of its incorporation and it is not contemplated that any dividends will be paid
in the immediate or foreseeable future.

PRIOR SALES

In the 5 years prior to the date hereof, the only Big Horn Shares
issued by Big Horn were as follows:

Date
    of Issuance
    
    Number
    of Big Horn Shares Issued
    
    Issue
    Price per Share
    ($)
    
    Gross
    Aggregate Proceeds Realized
    ($)October
    11, 1996(1)
    
    1,331,250
    
    0.53
    
    705,562November
    7, 1996(2)
    
    100,000
    
    0.34
    
    34,000March
    24, 1997(3)
    
    436,250
    
    0.70
    
    305,375August
    26, 1997(3)
    
    500,000
    
    0.23
    
    115,000September
    16, 1997(2)
    
    73,500
    
    0.36
    
    26,400March
    20, 1998(1)
    
    3,000,000
    
    1.20
    
    3,600,000March
    20, 1998(4)
    
    210,000
    
    1.20
    
    nilMarch
    26, 1998(5)
    
    3,434,000
    
    1.00
    
    3,434,000April
    29, 1998(2)
    
    73,500
    
    0.36
    
    26,400May 6,
    1998(2)
    
    73,500
    
    0.36
    
    26,400May 19,
    1998(2)
    
    344,000
    
    0.27
    
    92,880May 19,
    1998(2)
    
    73,500
    
    0.36
    
    26,400January
    12, 1999(1)
    
    1,075,000
    
    0.85
    
    913,750February
    4, 1999(1)
    
    10,000,000
    
    0.65
    
    6,500,000


Notes:

> (1) Private placement.
>     (2) Issued upon exercise of stock options.
>     (3) Issued on the exercise of previously issued common share purchase
>     warrants.
>     (4) Issued in satisfaction of finder's fee of $252,000 payable in
>     respect of a private placement of the same date.
>     (5) Issued on the exercise of previously issued special warrants.

PRICE RANGE AND TRADING VOLUME OF BIG HORN
SHARES

The Big Horn Shares are listed and posted for trading on the TSE under
the symbol "BGH". The following table sets forth the high and low prices and
trading volume of the Big Horn Shares for the periods indicated:

High
    Low
    Volume($)
    ($)19991st
    Quarter
    0.90
    0.58
    374,5122nd
    Quarter
    1.07
    0.64
    390,8353rd
    Quarter
    1.10
    0.60
    819,1464th
    Quarter
    1.03
    0.70
    1,213,60220001st
    Quarter
    1.15
    0.60
    1,073,6382nd
    Quarter
    0.94
    0.65
    517,0933rd
    Quarter
    0.84
    0.62
    689,2154th
    Quarter
    0.85
    0.50
    1,670,0902001January
    0.90
    0.60
    703,814February
    0.88
    0.75
    2,269,678March
    0.87
    0.62
    428,943April
    1.13
    0.71
    1,775,725May
    1.03
    0.82
    2,010,283June 1
    to 21
    0.96
    0.80
    1,206,609


On April 23, 2001, the last day on which the Big Horn Shares traded
prior to the public announcement by Big Horn and Westlinks of the Arrangement, the closing
price of the Big Horn Shares on the TSE was $0.96. On April 23, 2001, the last day on
which the Westlinks Common Shares traded prior to the public announcement by Big Horn and
Westlinks of the Arrangement and the closing price of the Westlinks Common Shares on the
CDNX was $5.95.

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL
TRANSACTIONS

Other than as set forth herein, the management of Big Horn is not aware
of any material interest, direct or indirect, of any director, officer or other insider of
Big Horn or any associate or affiliate of any such person in any transaction within the
past three years or in any proposed transaction, that has materially affected or would
materially affect Big Horn.

BIG HORN MATERIAL CONTRACTS

The only presently material contracts entered into by Big Horn in the
last twelve months other than contracts in the ordinary course of business, are as
follows:

> 1. The Arrangement Agreement. See "Part I - The
>     Arrangement - Details of the Arrangement - The Arrangement Agreement".
>     2. Credit Facility Letter Agreement between Alberta Treasury Branches
>     and Big Horn dated December 21, 2000.

Copies of these agreements will be available for inspection by Big Horn
Shareholders at the head office of Big Horn at Suite 1400, 700 - 4th Avenue S.W., Calgary,
Alberta T2P 3J4, during ordinary business hours up to and including the date of the
Meeting.

BIG HORN LEGAL PROCEEDINGS

There are no legal proceedings material to Big Horn to which Big Horn
is a party or of which any of its property is subject.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditors of Big Horn are KPMG LLP, Chartered Accountants, Calgary,
Alberta.

Olympia Trust Company, through its principal office in Calgary, Alberta
is the transfer agent and registrar for the Big Horn Shares.

FINANCIAL STATEMENTS

The audited financial statements of Big Horn for the financial years
ended December 31, 2000, 1999 and 1998 with the auditors' reports thereon together
with the unaudited financial statements for the three month periods ended March 31,
2001 and March 31, 2000 are attached as Appendix F to this Information Circular.
Big Horn is not aware of any material change in its affairs since the date of the
March 31, 2001 unaudited financial statements other than as disclosed in this
Information Circular.

PART V - PRO FORMA INFORMATION AFTER GIVING
EFFECT TO THE ARRANGEMENT

Pro Forma Capitalization

The following table sets forth the pro forma capitalization of
Westlinks as of May 31, 2001, after giving effect to the Arrangement.

|                                | Westlinks(1)                           | Big
    Horn(2)                        | Pro
    Forma(3)                                                            
|------------------------------- | -------------------------------------- | -------------------------------------- | ----------------------------------------------------------------------------
|                                | As
    at May 31, 2001
    (unaudited) | As
    at May 31, 2001
    (unaudited) | As
    at May 31,2001 after giving effect to the Arrangement
    (unaudited)
|                                |                                        |                                        |                                                                             
|Long
    term debt              | $8,400,000                             | $8,100,000                             | $18,300,000(1)(2)                                                           
|Westlinks
    Common Shares     | $11,092,868
    (5,673,639 shares)     | -                                      | $24,917,091
    (9,454,434 shares)(4)                                       
|Contributed
    Surplus         | $150,000                               |                                        | $150,000                                                                    
|Westlinks
    Preferred Shares  | -                                      | -                                      | $4,732,082
    (6,123,870 shares)(5)                                        
|Big
    Horn Shares             | -                                      | $18,209,175
    (28,122,191shares)     | -                                                                           
|Retained
    Earnings (Deficit) | $3,255,868                             | $(1,240,876)                           | $2,730,704                                                                  

Notes:

> (1) See "Part II - Information Respecting Westlinks
>     Resources Ltd. - Capitalization of Westlinks", including the detailed notes
>     in the table therein.
>     (2) See "Part III - Information Respecting Big Horn
>     Resources Ltd. - Capitalization of Big Horn", including the detailed notes
>     in the table therein.
>     (3) Does not include 565,000 Westlinks Common Shares reserved for
>     issuance pursuant to outstanding Westlinks Options, the 1,235,000 Westlinks Common Shares
>     reserved for issuance in connection with the Westlinks common share purchase warrants, or
>     the 460,915 Westlinks Common Shares which will be reserved for issuance in connection with
>     the Big Horn Options which will be exchanged for Westlinks Options pursuant to the
>     Arrangement. See "Part II - Information Respecting Westlinks Resources
>     Ltd. - Capitalization of Westlinks", including the detailed notes in the
>     table therein, "Part III - Information Respecting Big Horn Resources
>     Ltd. - Capitalization of Big Horn", including the detailed notes in the
>     table therein and "Part I - The Arrangement".
>     (4) After giving effect to the cancellation of the Big Horn Shares
>     owned by Westlinks pursuant to the Arrangement and assuming that there are no Dissenting
>     Shareholders, that no Big Horn Options are exercised prior to the Effective Time, that all
>     Big Horn Shareholders (other than Westlinks) make a Share Election and disregarding the
>     effects of the treatment of any Odd-lot Shareholders or fractional shares under the
>     Arrangement.
>     (5) Westlinks Preferred Shares to be issued to EuroGas pursuant to the
>     EuroGas Agreement. Assumes that no Westlinks Preferred Shares are issued pursuant to the
>     Arrangement.

Reference should be made to the various appendices related to financial
statements attached to this Information Circular, being "Appendix F -
Financial Statements of Big Horn" and "Appendix G - Financial
Statements of Westlinks" and as well as "Appendix H  Pro Forma
Financial Statements".

New Directors and Officers of Westlinks

The following are the names, municipalities of residence and principal
occupations of the proposed directors and senior officers of Westlinks after completion of
the Arrangement.

|Name
    and Municipality of Residence     | Principal
    Occupation                                                                                                                                                                                                                                                                                                                  | Proposed
    Position with Westlinks following the Arrangement
|------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------
|Reginald J. GreensladeCalgary,
    Alberta | President
    and Chief Executive Officer of Big Horn Resources Ltd.                                                                                                                                                                                                                                                                      | President,
    Chief Executive Officer and Director           
|John P. McGrainLos
    Angeles, California | Independent
    Businessman and partner, Patrick Williams Advisors of Pasadena California                                                                                                                                                                                                                                                 | Director
    and Chairman of the Board                        
|H.S. (Scobey) Hartley
    Calgary, Alberta | Chairman
    of Prism Petroleum Ltd. since January, 1997 and was the President of Prism Petroleum Ltd.
    and a predecessor company from December, 1990 through December, 1996. Mr. Hartley has
    served as the President of Faster Oilfield Services since June, 1995.                                                                | Director                                                      
|Thomas J. Jacobsen
    Calgary, Alberta    | President,
    Empire Petroleum Corporation, a private oil and gas company. Executive Vice-President of
    Operations for Westlinks from October, 1999 through October, 2000. Mr. Jacobsen was
    President and CEO of Niaski Environmental Inc. from November, 1996 to February, 1999, and
    currently serves as a director thereof. | Director                                                      
|Walter A. Dawson
    Calgary, Alberta      | Chairman
    and Chief Executive Officer of Simmons SES since July 2000; Director of Integrated
    Production Services Ltd. since April 2000; Director of Reliance Services Group Ltd. since
    March 1998.                                                                                                                             | Director                                                      
|Luc Chartrand
    Calgary, Alberta         | Chief
    Financial Officer of Big Horn                                                                                                                                                                                                                                                                                                   | Chief
    Financial Officer                                   
|Trevor R. Spagrud
    Calgary, Alberta     | Vice-President,
    Operations of Big Horn                                                                                                                                                                                                                                                                                                | Vice-President,
    Operations                                
|Richard F. McHardy
    Calgary, Alberta    | Barrister
    and Solicitor, Donahue Ernst & Young LLP                                                                                                                                                                                                                                                                                    | Corporate
    Secretary                                       

Pro Forma Operational Information

The following table sets forth certain pro forma information after
giving effect to the Arrangement. See "Part II - Information Respecting
Westlinks Resources Ltd." and "Part III - Information
Respecting Big Horn Resources Ltd." See also
"Appendix "H" - Pro Forma Financial Statements" attached
hereto.

|                                                                    | Westlinks | Big
    Horn | Combined     
|------------------------------------------------------------------- | --------- | ------------ | -------------
|Current
    Daily Production                                        |           |              |              
|Oil & NGL (Bbls/d)                                                  | 1,562     | 412          | 1974         
|Natural gas (Mmcf/d)                                                | 300       | 3,094        | 3,394        
|Oil equivalent (BOE/D @ 10:1)                                       | 1,592     | 721          | 2,313        
|Oil equivalent (BOE/D @ 6:1)                                        | 1,612     | 928          | 2,540        
|                                                                    |           |              |              
|Proved
    Reserves (as at January 1, 2001)(1)                      |           |              |              
|Oil & NGL (Mbbls)                                                   | 2,883.4   | 867.0        | 3,750.4      
|Natural gas (Mmcf)                                                  | 913       | 10,074       | 10,987       
|Oil equivalent (MBOE @ 10:1)                                        | 2,974.7   | 1,874.4      | 4,849.1      
|Oil equivalent (MBOE @ 6:1)                                         | 3,035.6   | 2,545.0      | 5,581.6      
|                                                                    |           |              |              
|Proved
    and Risked Probable Reserves (as at January 1, 2001) (1) |           |              |              
|Oil & NGL (Mbbls)                                                   | 3,209.9   | 1,033        | 4,242.9      
|Natural gas (Mmcf)                                                  | 1,076.0   | 11,836       | 12,912       
|Oil equivalent (MBOE @ 10:1)                                        | 3,317.5   | 2,216.6      | 5,534.1      
|Oil equivalent (MBOE @ 6:1)                                         | 3,389.2   | 3,005.6      | 6,394.9      
|                                                                    |           |              |              
|Net
    undeveloped land (acres) (as at May 31, 2001)               | 20,162    | 44,843       | 65,005       
|                                                                    |           |              |              
|Bank
    debt ($ thousands) (as at May 31, 2001)                    | 8,400     | 8,100        | 16,500       
|                                                                    |           |              |              
|Shares
    outstanding (as at May 31, 2001)                         |           |              |              
|Basic                                                               | 5,673,639 | 28,122,191   | 9,454,434(2) 
|Diluted                                                             | 7,273,639 | 30,541,691   | 11,515,349(2)

Notes:

> (1) Numbers shown are derived from the Westlinks Reserve Report or the
>     Big Horn Reserve Report, as the case may be, using escalated price assumptions;
>     (2) After giving effect to the cancellation of the Big Horn Shares
>     owned by Westlinks pursuant to the Arrangement and assuming that there are no Dissenting
>     Shareholders, that no Big Horn Options are exercised prior to the Effective Time, that all
>     Big Horn Shareholders (other than Westlinks) make a Share Election and disregarding the
>     effects of the treatment of any Odd-lot Shareholders or fractional shares under the
>     Arrangement.

PART VI - GENERAL PROXY MATTERS

SOLICITATION OF PROXIES

This Information Circular is provided in connection with the
solicitation of proxies by the management of Big Horn for use at the Meeting for the
purposes set forth in the accompanying Notice of Meeting. In addition to solicitation
by mail, proxies may be solicited by personal interviews, telephone or other means of
communication and by directors, officers and employees of Big Horn who will not be
specifically remunerated therefor. The cost of any such solicitation will be borne by Big
Horn. The Meeting is being called pursuant to the Interim Order of the Court to seek the
requisite approval of Big Horn Shareholders to the Arrangement in accordance with section
192 of the CBCA. See "Part I - The Arrangement".

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the enclosed form of proxy are directors and
officers of Big Horn. A Big Horn Shareholder has the right to appoint a person (who
need not be a securityholder of Big Horn) other than the persons designated in the form of
proxy provided by Big Horn to represent the Big Horn Shareholder at the Meeting. To
exercise this right, the Big Horn Shareholder should insert the name of the desired
representative in the blank space provided in the form of proxy or submit another form of
proxy.In order to be effective, a form of proxy must be signed and forwarded so as to
reach, or be deposited with, the President of Big Horn c/o Olympia Trust Company, Suite
2600, 700  9th Avenue S.W., Calgary, Alberta, T2P 3V4, not later than 4:00 p.m.
(Calgary time) on the last business day prior to the Meeting or any adjournment thereof.
The proxy shall be in writing and executed by the Big Horn Shareholder (using exactly the
same name in which the Big Horn Shares are registered) or such Big Horn Shareholder's
attorney authorized in writing, or if such Big Horn Shareholder is a corporation, under
its corporate seal or by a duly authorized officer or attorney. A copy of any such
authorization should accompany a form of proxy. Persons signing as executors,
administrators, trustees, etc. should so indicate.

In addition to revocation in any other manner permitted by law, a Big
Horn Shareholder may revoke a proxy by instrument in writing executed by the
securityholder or such securityholder's attorney authorized in writing, or, if the
securityholder is a corporation, under its corporate seal or by an officer or attorney
thereof, duly authorized, and deposited either at the registered office of Big Horn 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 the Meeting
on the day of the Meeting, or any adjournment thereof. The registered office Big Horn is
as set forth elsewhere in this Information Circular. See "Part III -
Information Respecting Big Horn Resources Ltd."

PROXY VOTING

The Big Horn Shares represented by an effective proxy will be voted in
accordance with the instructions specified therein. Where no choice is specified, such
securities will be voted in favour of each of the matters to be considered at the Meeting.The enclosed forms of proxy confer discretionary authority in respect of amendments or
variations to matters identified in the Notice of Meeting and with respect to other
matters which may properly come before the Meeting, or any adjournment thereof. As of the
date hereof, management of Big Horn know of no amendments, variations or other matters to
come before the Meeting.

VOTING OF BIG HORN SHARES AND PRINCIPAL HOLDERS
THEREOF

Big Horn is authorized to issue an unlimited number of Big Horn Shares,
without nominal or par value. As of June 18, 2001 there were 28,122,191 Big Horn Shares
issued and outstanding, which are its only outstanding voting securities. A Holder of Big
Horn Shares is entitled to one vote for each Big Horn Share held.

Big Horn will prepare, as of the Record Date, June 18, 2001, a list of
Big Horn Shareholders entitled to receive the Notice of Meeting and showing the number of
Big Horn Shares held by such Big Horn Shareholder. Each person named in the list of Big
Horn Shareholders will be entitled to notice of, to attend and to vote the Big Horn Shares
shown opposite such Big Horn Shareholder's name at the Meeting; provided that, to the
extent that such Big Horn Shareholder transfers the ownership of such holder's Big Horn
Shares after the Record Date and the transferee of those securities establishes that the
transferee owns the securities and demands, not later than ten days before the Meeting, to
be included in the list of Big Horn Shareholders eligible to vote at the Meeting, such
transferee will be entitled to vote such securities at the Meeting. A person appointed
under the form of proxy will be entitled to vote the shares represented by that form only
if it is effectively delivered in the manner set out under the heading "Part V
 General Proxy Matters - Appointment and Revocation of Proxies"

Pursuant to the by-laws of Big Horn and the Interim Order, business may
be transacted at the Meeting if not less than 2 shareholders are present in person, each
being a shareholder entitled to vote at such meeting or a duly appointed proxyholder or
representative of such shareholder. The Interim Order provides that, if no quorum is
present within 30 minutes of the appointed time for the Meeting, the Meeting shall stand
adjourned to a day which is not less than 7 days nor more than 30 days thereafter, as
determined by the Chairman of the Meeting, and that at such adjourned Meeting, those
persons present in person or by proxy, entitled to vote at such Meeting, will constitute a
quorum for the adjourned Meeting.

To the best of the knowledge of the directors and officers of Big Horn,
the only person who beneficially owns, directly or indirectly, or exercises control or
discretion over more than 10% of the voting rights attached to voting securities of Big
Horn as at the date hereof is as follows:

|Name
    and
    Address of Shareholder           |  | Designation
    of Class |  | Type
    of Ownership |  | Number
    of
    Securities Owned |  | Percentage
    of Class
|------------------------------------------------- |  | ------------------------ |  | --------------------- |  | ---------------------------------- |  | -----------------------
|Westlinks
    Resources Ltd.
    Calgary, Alberta |  | Common
    Shares        |  | Direct                |  | 8,275,500                          |  | 29.43%                 

ADVICE TO BENEFICIAL HOLDERS OF SECURITIES

The information set forth in this section is of significant importance
to many Big Horn Shareholders who do not hold their Big Horn Shares in their own name.
Only proxies deposited by Big Horn Shareholders whose names appear on the records of Big
Horn as the registered holders of Big Horn Shares can be recognized and acted upon at the
Meeting. If Big Horn Shares are listed in your account statement provided by your broker,
then in almost all cases those Big Horn Shares will not be registered in your name on the
records of Big Horn. Such Big Horn Shares will likely be registered under the name of your
broker or an agent of that broker. In Canada, the vast majority of such shares are
registered under the name of CDS & Co., the registration name for The Canadian
Depository for Securities Limited, which acts as nominees for many Canadian brokerage
firms. Big Horn Shares held by your broker or their nominee can only be voted upon your
instructions. Without specific instructions, your broker or their nominee is prohibited
from voting your shares.

Applicable regulatory policy requires your broker to seek voting
instructions from you in advance of a shareholder meeting. Every broker has its own
mailing procedures and provides its own return instructions, which you should carefully
follow in order to ensure that your shares are voted at the Meetings. Often, the form of
proxy supplied by your broker is identical to the form of proxy provided to registered
shareholders. However, its purpose is limited to instructing the registered shareholder
how to vote on your behalf. The majority of brokers now delegate responsibility for
obtaining instructions from clients to the Independent Investor Communications Corporation
("IICC"). IICC mails a scannable voting instruction form in lieu of the
form of proxy provided by Big Horn. The voting instruction form will name the same persons
as the proxy to represent the shareholder at the applicable Meeting. A Big Horn
Shareholder has the right to appoint a person (who need not be a shareholder of Big Horn)
other than the persons designated in the voting instruction form, to represent the Big
Horn Shareholder at the Meeting. To exercise this right, the Big Horn Shareholder should
insert the name of the desired representative in the blank space provided in the voting
instruction form. You are asked to complete and return the voting instruction form to IICC
by mail or facsimile. Alternately, you can call IICC's toll-free telephone number to vote
your shares or you may vote your shares on the internet. Instructions for telephone or
internet voting are contained on the voting instruction form. IICC then tabulates the
results of all instructions received and provides appropriate instructions respecting the
voting of shares to be represented at the Meeting. If you receive a voting instruction
form from IICC, it cannot be used as a proxy to vote shares directly at the Meeting as the
proxy must be returned to IICC well in advance of the Meeting in order to have the shares
voted or to appoint an alternative representative to attend at the Meeting in person to
vote such shares.

PART VII - OTHER MATTERS

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS
AND SENIOR OFFICERS

None of the directors, executive officers or senior officers of Big
Horn, nor associates or affiliates of any such persons is or has been indebted to Big Horn
at any time since the beginning of Big Horn's last completed fiscal year nor have any,
guarantees, support agreements, letters of credit or other similar arrangements been
provided to or for the benefit of any such persons since the beginning of Big Horn's last
completed fiscal year.

INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS

Except for Westlinks, which holds an aggregate of 8,275,500 Big Horn
Shares or 29.43% of the outstanding Big Horn Shares, none of the directors or senior
officers of Big Horn, any person who beneficially owns, directly or indirectly, shares
carrying more than 10% of the voting rights attached to all outstanding shares of Big
Horn, nor any associate or affiliate of the foregoing persons has any material interest,
direct or indirect, in any transaction since the commencement of Big Horn's last completed
financial year or in any proposed transaction which, in either case, has or will
materially affect Big Horn other than as disclosed herein.

OTHER MATTERS

Management of Big Horn knows of no amendments, variations or other
matters to come before the Meeting, other than the matters referred to in the Notice of
Meeting; however, if any other matter properly comes before the Meeting, the accompanying
forms of proxy will be voted on such matter in accordance with the best judgement of the
person(s) voting the proxy.

RISK FACTORS

An investment in the Westlinks Common Shares should be considered
speculative due to the nature of Westlinks' and Big Horn's businesses and operations,
including in particular their involvement in the exploitation for, and the development,
acquisition, production and marketing of, oil and natural gas and their present stages of
development. In addition to the other information in this Information Circular, Big Horn
Shareholders should carefully consider each, and the cumulative effect of all, of the
following factors.

The relative stock prices of the Westlinks Common Shares and the Big
Horn Shares at the Effective Time may vary significantly from the prices as of the date of
execution of the Arrangement Agreement, the date of this Information Circular and the date
of the Meeting, due to changes in the business, operations and prospects of Westlinks or
Big Horn, market assessments of the likelihood that the Arrangement will be consummated
and the timing hereof, regulatory considerations, general market and economic conditions
and other factors. The exchange ratios comprising the Cash Election and the Share Election
were fixed at the time of execution of the Arrangement Proposal by the parties and is not
subject to adjustment. Any increase or decrease in the market price of the Westlinks
Common Shares will correspondingly increase or decrease the value of the consideration to
be received by the Big Horn Shareholder who has made a Share Election in the Arrangement.
Moreover, because the Effective Time will occur on a date later than the Meeting, there
can be no assurance that the price of the Westlinks Common Shares on the date of the
Meeting will be indicative of their price at the Effective Time. Big Horn Shareholders are
urged to obtain current market quotations for the Westlinks Common Shares and the Big Horn
Shares.

After consummation of the Arrangement, Westlinks will have more debt
than either Westlinks or Big Horn at present, with substantial debt service obligations,
including principal and interest obligations, with respect to indebtedness of as much as
$18 million. As such, Westlinks may be particularly susceptible to adverse changes in its
industry, the economy and the financial markets generally. The level of Westlinks'
indebtedness could: (i) limit cash flow available for general corporate purposes, such as
acquisitions and capital expenditures, because a substantial portion of Westlinks' cash
flow from operations must be dedicated to debt service; (ii) limit Westlinks' ability to
obtain (or obtain on favourable terms) additional debt financing in the future for working
capital, capital expenditures or acquisitions; (iii) limit Westlinks' flexibility in
reacting to competitive and other changes in the industry and economic conditions
generally; (iv) expose Westlinks to a risk that a substantial decrease in net operating
cash flows could make it difficult to meet debt service requirements; and (v) expose
Westlinks to risks inherent in interest rate fluctuations because the new borrowings will
be at variable rates of interest, which could result in higher interest expense in the
event of increases in interest rates. Moreover, Westlinks' conduct of its business is
restricted, and its ability to incur additional debt is limited by restrictive covenants
which are contained in its existing Credit Agreement. In particular, any debt incurrence
restrictions may limit Westlinks' ability to service its existing debt obligations through
additional debt financing if cash flow from operations is insufficient to service such
obligations.

Westlinks' ability to make payments of principal of, to pay interest
on, or to refinance, its indebtedness and to satisfy its other debt obligations will
depend upon the future operating performance of Westlinks, which will be affected by
general economic, financial, competitive, legislative, regulatory, business and other
factors beyond its control. In addition, there can be no assurance that future borrowings
or equity financing will be available for the payment or refinancing of Westlinks'
indebtedness. If Westlinks is unable to service its indebtedness, whether in the ordinary
course of business or upon acceleration of such indebtedness, Westlinks may be forced to
pursue one or more alternative strategies, such as restructuring or refinancing its
indebtedness, selling assets, reducing or delaying capital expenditures or seeking
additional equity capital. There can be no assurance that any of these strategies could be
effected on satisfactory terms, if at all.

The reserve and recovery information contained in the Westlinks Reserve
Report and in the Big Horn Reserve Report are only estimates and the actual production and
ultimate reserves from Westlinks' and Big Horn's properties may be greater or less than
the estimates prepared in such reports. Exploration for oil and natural gas involves many
risks, which even a combination of experience, knowledge and careful evaluation may not be
able to overcome. There is no assurance that further commercial quantities of oil and
natural gas will be discovered by Westlinks or Big Horn.

The future development of Westlinks' oil and natural gas properties may
require additional financing and there are no assurances that such financing will be
available or, if available, will be available upon terms acceptable to Westlinks.

Westlinks' operations are subject to the risks normally incidental to
the operation and development of oil and natural gas properties and the drilling of oil
and natural gas wells, including encountering unexpected formations or pressures,
blow-outs and fires, all of which could result in personal injuries, loss of life and
damage to property of Westlinks and others. In accordance with customary industry
practice, Westlinks is not fully insured against all of these risks, nor are all such
risks insurable. Although Westlinks maintains liability insurance in an amount which it
considers adequate and consistent with industry practice, the nature of these risks is
such that liabilities could exceed policy limits, in which event Westlinks could incur
significant costs that could have a material adverse affect upon its financial condition.
Oil and natural gas production operations are also subject to all the risks typically
associated with such operations, including premature decline of reservoirs and the
invasion of water into producing formations. As referred to under "Industry
Conditions - Canadian Environmental Regulation", environmental regulation is
becoming increasingly stringent and costs and expenses of regulatory compliance are
increasing. Although Westlinks believes that it is in material compliance with currently
applicable environmental regulation, changes to such regulations may have a material
adverse affect on Westlinks.

Both oil and natural gas prices are unstable and are subject to
fluctuation. Any material decline in prices could result in a reduction of Westlinks' net
production revenue. The economics of producing from some wells may change as a result of
lower prices, which could result in a reduction in the volumes of Westlinks' reserves.
Westlinks might also elect not to produce from certain wells at lower prices. All of these
factors could result in a material decrease in Westlinks' net production revenue causing a
reduction in its oil and gas acquisition and development activities. In addition, bank
borrowings available to Westlinks are in part determined by the borrowing base of
Westlinks. A sustained material decline in prices from historical average prices could
further reduce Westlinks' borrowing base, therefore reducing the bank credit available to
Westlinks and could require that a portion of Westlinks' bank debt be repaid.

Westlinks uses the full cost method of accounting for oil and natural
gas properties. Under this accounting method, capitalized costs are reviewed for
impairment to ensure that the carrying amount of these costs is recoverable based on
expected future cash flows. To the extent that such capitalized costs (net of accumulated
depreciation and depletion) less future taxes exceed the present value of estimated future
net cash flows from Westlinks' proved oil and natural gas reserves, those excess costs
would be required to be charged to operations.

From time to time Westlinks may enter into agreements to receive fixed
prices on its oil and natural gas production to offset the risk of revenue losses if
commodity prices decline; however, if commodity prices increase beyond the levels set in
such agreements, Westlinks will not benefit from such increases.

From time to time Westlinks may enter into agreements to fix the
exchange rate of Canadian to United States dollars in order to offset the risk of revenue
losses if the Canadian dollar increases in value compared to the United States dollar;
however, if the Canadian dollar declines in value compared to the United States dollar,
Westlinks will not benefit from the fluctuating exchange rate.

There are numerous uncertainties inherent in estimating quantities of
reserves and cash flows to be derived therefrom, including many factors that are beyond
the control of Westlinks. These evaluations include a number of assumptions relating to
factors such as initial production rates, production decline rates, ultimate recovery of
reserves, timing and amount of capital expenditures, marketability of production, future
prices of oil and natural gas, operating costs and royalties and other government levies
that may be imposed over the producing life of the reserves. These assumptions were based
on price forecasts in use at the date the relevant evaluations were prepared and many of
these assumptions are subject to change and are beyond the control of Westlinks. Actual
production and cash flows derived therefrom will vary from these evaluations, and such
variations could be material. The foregoing evaluations are based in part on the assumed
success of exploitation activities intended to be undertaken in future years. The reserves
and estimated cash flows to be derived therefrom contained in such evaluations will be
reduced to the extent that such exploitation activities do not achieve the level of
success assumed in the evaluations.

From time to time Westlinks may enter into transactions to acquire
assets or the shares of other corporations. These transactions may be financed partially
or wholly with debt, which may increase Westlinks' debt levels above industry standards.
Depending on future exploration and development plans, Westlinks may require additional
financing which may not be available or, if available, may not be available on favourable
terms.

The marketability and price of oil and natural gas which may be
acquired or discovered by Westlinks will be affected by numerous factors beyond its
control. Westlinks will be affected by the differential between the price paid by refiners
for light quality oil and the medium grades of oil produced by Westlinks. The ability of
Westlinks to market its natural gas may depend upon its ability to acquire space on
pipelines which deliver natural gas to commercial markets. Westlinks is also subject to
market fluctuations in the prices of oil and natural gas, deliverability uncertainties
related to the proximity of its reserves to pipelines and processing facilities and
related to operational problems with such pipelines and facilities and extensive
government regulation relating to price, taxes, royalties, land tenure, allowable
production, the export of oil and natural gas and many other aspects of the oil and
natural gas business. Westlinks is also subject to a variety of waste disposal, pollution
control and similar environmental laws. The oil and natural gas industry is intensely
competitive and Westlinks must compete in all aspects of its operations with a substantial
number of other corporations which have greater technical or financial resources.
Depending on future exploration and development plans, Westlinks may require additional
financing which may not be available or, if available, may not be available on favourable
terms.

Title to oil and natural gas interests is often not capable of
conclusive determination without incurring substantial expense. In accordance with
industry practice, Westlinks conducts such title reviews in connection with its principal
properties as it believes are commensurate with the value of such properties. To the
extent title defects do exist, it is possible that Westlinks or Big Horn may lose a
portion of their right, title, estate and interest in and to the properties to which the
title hereto relates.

Westlinks does not anticipate paying any dividends on its outstanding
Westlinks Common Shares in the foreseeable future. See "Part II 
Information Respecting Westlinks Resources Ltd. - Dividend Record and Policy".

The directors of Westlinks and the proposed nominees may be engaged and
may continue to be engaged in the search for oil and gas interests on their own behalf and
on behalf of other companies, and situations may arise where the directors may be in
direct competition with Westlinks. Conflicts of interest, if any, which arise will be
subject to and governed by procedures prescribed by the Business Corporations Act
(Alberta) which require a director of a corporation who is a party to, or is a director or
an officer of, or has some material interest in any person who is a party to, a material
contract or proposed material contract with Westlinks disclose his interest and, in the
case of directors, to refrain from voting on any matter in respect of such contract unless
otherwise permitted under the Business Corporations Act (Alberta).

Holders of Westlinks Common Shares must rely upon the experience and
expertise of the management of Westlinks. The continued success of Westlinks is largely
dependant on the performance of its key employees. Failure to retain or to attract and
retain additional key employees with necessary skills could have a materially adverse
impact upon Westlinks' growth and profitability.

INDUSTRY CONDITIONS

The oil and gas industry is subject to extensive controls and
regulations imposed by various levels of government. Outlined below are some of the more
significant aspects of the legislation, regulations and agreements governing the oil and
gas industry. All current legislation is a matter of public record and Westlinks is unable
to predict what additional legislation or amendments may be enacted.

Canadian Government Regulation

The oil and natural gas industry is subject to extensive controls and
regulations imposed by various levels of government. It is not expected that any of these
controls or regulations will affect the operations of Westlinks in a manner materially
different than they would affect other oil and gas companies of similar size. All current
legislation is a matter of public record and Westlinks is unable to predict what
additional legislation or amendments may be enacted.

Pricing and Marketing - Oil

In Canada, producers of oil negotiate sales contracts directly with oil
purchasers, with the result that the market determines the price of oil. The price depends
in part on oil quality, prices of competing fuels, distance to market, the value of
refined products and the supply/demand balance. Oil exports may be made pursuant to export
contracts with terms not exceeding 1 year in the case of light crude, and not exceeding 2
years in the case of heavy crude, provided that an order approving any such export has
been obtained from the National Energy Board ("NEB"). Any oil export to
be made pursuant to a contract of longer duration (to a maximum of 25 years) requires an
exporter to obtain an export licence from the NEB and the issue of such a licence requires
the approval of the Governor in Council.

Pricing and Marketing - Natural Gas

In Canada, the price of natural gas sold in interprovincial and
international trade is determined by negotiation between buyers and sellers. Natural gas
exported from Canada is subject to regulation by the NEB and the Government of Canada.
Exporters are free to negotiate prices and other terms with purchasers, provided that the
export contracts must continue to meet certain criteria prescribed by the NEB and the
Government of Canada. Natural gas exports for a term of less than 2 years or for a term of
2 to 20 years (in quantities of not more than 30,000 m

The governments of Alberta, British Columbia and Saskatchewan also
regulate the volume of natural gas which may be removed from those provinces for
consumption elsewhere based on such factors as reserve availability, transportation
arrangements and market considerations.

The North American Free Trade Agreement

On January 1, 1994, the North American Free Trade Agreement
("NAFTA") among the governments of Canada, the U.S. and Mexico became
effective. NAFTA carries forward most of the material energy terms contained in the
Canada-U.S. Free Trade Agreement. In the context of energy resources, Canada continues to
remain free to determine whether exports to the U.S. or Mexico will be allowed provided
that any export restrictions do not: (i) reduce the proportion of energy resource exported
relative to domestic use (based upon the proportion prevailing in the most recent 36 month
period), (ii) impose an export price higher than the domestic price, and (iii) disrupt
normal channels of supply. All three countries are prohibited from imposing minimum export
or import price requirements.

NAFTA contemplates the reduction of Mexican restrictive trade practices
in the energy sector and prohibits discriminatory border restrictions and export taxes.
The agreement also contemplates clearer disciplines on regulators to ensure fair
implementation of any regulatory changes and to minimize disruption of contractual
arrangements, which is important for Canadian natural gas exports.

Royalties and Incentives

In addition to federal regulation, each province has legislation and
regulations which govern land tenure, royalties, production rates, environmental
protection and other matters. The royalty regime is a significant factor in the
profitability of oil and natural gas production. Royalties payable on production from
lands other than Crown lands are determined by negotiations between the mineral owner and
the lessee. Crown royalties are determined by government regulation and are generally
calculated as a percentage of the value of the gross production, and the rate of royalties
payable generally depends in part on prescribed reference prices, well productivity,
geographical location, field discovery date and the type or quality of the petroleum
product produced.

From time to time the governments of Canada, Alberta, British Columbia
and Saskatchewan have established incentive programs which have included royalty rate
reductions, royalty holidays and tax credits for the purpose of encouraging oil and
natural gas exploration or enhanced planning projects.

Regulations made pursuant to the Alberta Mines and Minerals Act provide
various incentives for exploring and developing oil reserves in Alberta. Oil produced from
horizontal extensions commenced at least 5 years after the well was originally spudded may
also qualify for a royalty reduction. A 24 month, 8,000 m

The Alberta Government has also introduced the Third Tier Royalty with
a base rate of 10% and a rate cap of 25% for oil pools discovered after September 30,
1992. The new oil royalty reserved to the Crown has a base rate of 10% and a rate cap of
30%. The old oil royalty reserved to the Crown has a base rate of 10% and a rate cap of
35%.

In Alberta, the royalty reserved to the Crown in respect of natural gas
production, subject to various incentives, is between 15% and 30%, in the case of new gas,
and between 15% and 35%, in the case of old gas, depending upon a prescribed or corporate
average reference price. Natural gas produced from qualifying exploratory gas wells
spudded or deepened after July 31, 1985 and before June 1, 1988 is eligible for
a royalty exemption for a period of 12 months, up to a prescribed maximum amount. Natural
gas produced from qualifying intervals in eligible gas wells spudded or deepened to a
depth below 2,500 meters is also subject to a royalty exemption, the amount of which
depends on the depth of the well.

In Alberta, a producer of oil or natural gas is entitled to a credit
against the royalties payable to the Crown by virtue of the ARTC (Alberta royalty tax
credit) program. The ARTC program is based on a price-sensitive formula, and the ARTC rate
varies between 75 percent, at prices for oil below $100 per m

On December 22, 1997, the Alberta government announced that it was
conducting a review of the ARTC program with the objective of setting out better targeted
objectives for a smaller program and to deal with administrative difficulties. On
August 30, 1999, the Alberta government announced that it would not be reducing the
size of the program but that it would introduce new rules to reduce the number of persons
who qualify for the program. The new rules will preclude companies that pay less than
$10,000 in royalties per year and non-corporate entities from qualifying for the program.

Producers of oil and natural gas in British Columbia are also required
to pay annual rental payments in respect of Crown leases and royalties and freehold
production taxes in respect of oil and gas produced from Crown and freehold lands,
respectively. The amount payable as a royalty in respect of oil depends on the vintage of
the oil (whether it was produced from a pool discovered before or after October 31,
1975), the quantity of oil produced in a month and the value of the oil. Oil produced from
newly discovered pools may be exempt from the payment of a royalty for the first 36 months
of production. The royalty payable on natural gas is determined by a sliding scale based
on a reference price which is the greater of the amount obtained by the producer and at
prescribed minimum price. Gas produced in association with oil has a minimum royalty of 8%
while the royalty in respect of other gas may not be less than 15%.

Oil and natural gas royalty holidays and reductions for specific wells
reduce the amount of Crown royalties paid by Westlinks to the provincial governments. In
Alberta, the ARTC program provides a rebate on Alberta Crown royalties paid in respect of
eligible producing properties. Both of these incentives have the effect of increasing the
net income of Westlinks.

Land Tenure

Crude oil and natural gas located in the western provinces is owned
predominantly by the respective provincial governments. Provincial governments grant
rights to explore for and produce oil and natural gas pursuant to leases, licences and
permits for varying terms from two years and on conditions set forth in provincial
legislation including requirements to perform specific work or make payments. Oil and
natural gas located in such provinces can also be privately owned and rights to explore
for and produce such oil and natural gas are granted by lease on such terms and conditions
as may be negotiated.

Canadian Environmental Regulation

The oil and natural gas industry is currently subject to environmental
regulation pursuant to provincial and federal legislation. Environmental legislation
provides for restrictions and prohibitions on releases or emissions of various substances
produced or utilized in association with certain oil and gas industry operations. In
addition, legislation requires that well and facility sites be abandoned and reclaimed to
the satisfaction of provincial authorities. A breach of such legislation may result in the
imposition of fines and penalties.

In Alberta, environmental compliance has been governed by the Alberta
Environmental Protection and Enhancement Act ("AEPEA") since
September 1, 1993. In addition to replacing a variety of older statutes which related
to environmental matters, AEPEA also imposes certain new environmental responsibilities on
oil and natural gas operators in Alberta and in certain instances also imposes greater
penalties for violations.

British Columbia's Environmental Assessment Act became effective
June 30, 1995. This legislation rolls the previous processes for the review of major
energy projects into a single environmental assessment process which contemplates public
participation in the environmental review.

Westlinks is committed to meeting its responsibilities to protect the
environment wherever it operates and anticipates making increased, although not material,
expenditures of both a capital and expense nature as a result of the increasingly
stringent laws relating to the protection of the environment. Westlinks believes that it
is in material compliance with environmental laws and regulations applicable as at the
date hereof.

APPROVAL OF DIRECTORS

The contents of this Information Circular have been approved by the Big
Horn Board.

CERTIFICATE OF BIG HORN

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 the light of the circumstances in which it was made.
Westlinks has provided the information contained in this Information Circular concerning
Westlinks and its business, including its financial information and financial statements,
.. Westlinks, as the sole shareholder of Subco, has provided the information contained in
this Information Circular concerning Subco. Big Horn assumes no responsibility for the
accuracy or completeness of such information, nor for any omission on the part of
Westlinks to disclose facts or events which may affect the accuracy of any such
information.

Calgary, Alberta 
June 22, 2001

|(signed) "Reginald J. Greenslade"
            Reginald J. Greenslade
            President and Chief Executive Officer | (signed) "Luc Chartrand "
            Luc Chartrand
            Chief Financial Officer
|---------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------

A

APPENDIX A
ARRANGEMENT AGREEMENT





























ARRANGEMENT AGREEMENT

among

WESTLINKS RESOURCES LTD.

and

3779041 CANADA LTD.

and

BIG HORN RESOURCES LTD.

































May 16, 2001

ARRANGEMENT AGREEMENT

THIS AGREEMENT made as of the 16th day of May, 2001

A M O N G:

> WESTLINKS RESOURCES LTD.,
>                 a corporation existing under the Business Corporations Act
>                 (Alberta);
>                 ("Westlinks")
>                 - and -
>                 3779041 CANADA LTD.,
>                 a corporation existing under theCanada Business Corporations
>                 Act,
>                 ("Subco")
>                 - and -
>                 BIG HORN RESOURCES LTD.,
>                 a corporation existing under the Canada Business Corporations
>                 Act,
>                 ("Big Horn")

WITNESSES THAT:

WHEREAS Subco is a corporation wholly-owned by Westlinks which was
incorporated for the purpose of completing the transaction contemplated by this Agreement;

AND WHEREAS Big Horn, Westlinks and Subco propose to effect a
business combination to combine the business and assets of Big Horn with those of
Westlinks and pursuant to which Subco and Big Horn will amalgamate under the provisions of
the Canada Business Corporations Act;

AND WHEREAS the parties hereto intend to carry out the proposed
business combination by way of a plan of arrangement under the provisions of the Canada
Business Corporations Act;

NOW THEREFORE in consideration of the mutual covenants and
agreements herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by each of the parties hereto, the parties
hereto hereby covenant and agree as follows:

Article 1DeFinitions, Interpretation and
Schedule

> 1.1 Definitions

In this Agreement, unless the context otherwise requires, the following
words and terms with the initial letter or letters thereof capitalized shall have the
meaning ascribed to such capitalized word or term below:

> (a) "Acquisition Proposal" means any inquiry or
>         proposal (other than an inquiry or proposal made with respect to the Arrangement)
>         regarding (i) any merger, amalgamation, consolidation, share exchange, business
>         combination or other similar transaction or series of related transactions involving
>         Westlinks or Big Horn, as the case may be, or any of their respective subsidiaries, (ii)
>         any sale, lease, exchange, transfer or other disposition of assets of Westlinks or Big
>         Horn, as the case may be, or any of their respective subsidiaries other than in the
>         ordinary course of business thereof and consented to by the other party hereto,
>         (iii) any tender offer, take-over bid, exchange offer or similar transaction by any person
>         involving the acquisition of securities of Westlinks or Big Horn, as the case may be, or
>         any of their respective subsidiaries, (iv) any recapitalization, reorganization,
>         liquidation, material sale or issue of treasury securities or rights or interests therein
>         or thereto or rights or options to acquire any material number of treasury securities or
>         any type of similar transaction which would or could constitute a de facto change
>         in control of Westlinks or Big Horn, as the case may be, or any of their respective
>         subsidiaries, or (v) any other similar transaction or series of related transactions which
>         would or could constitute a de facto change in control of Westlinks or Big Horn, as
>         the case may be, or any of their respective subsidiaries or which would or could hinder
>         the consummation of the transactions contemplated by, or otherwise defeat the purpose of,
>         this Agreement;
>         (b) "affiliate" has the meaning set forth in the CBCA;
>         (c) "Agreement", "this Agreement",
>         "herein", "hereto", and "hereof" and
>         similar expressions refer to this arrangement agreement, as the same may be amended or
>         supplemented from time to time and, where applicable, to the appropriate Schedules hereto;
>         (d) "Amalgamating Corporations" means Big Horn and
>         Subco collectively;
>         (e) "Arrangement" means the arrangement under the
>         provisions of section 192 of the CBCA on the terms and conditions set forth in the Plan of
>         Arrangement, subject to any amendment or supplement thereto made in accordance therewith
>         or at the direction of the Court in the Final Order;
>         (f) "Articles of Arrangement" means articles of
>         arrangement in respect of the Arrangement required by the CBCA to be filed by the Director
>         after the Final Order is made;
>         (g) "Big Horn" means Big Horn Resources Ltd., a
>         corporation amalgamated under the CBCA;
>         (h) "Big Horn Common Shares" means the common voting
>         shares which Big Horn is authorized to issue as constituted on the date hereof;
>         (i) "Big Horn Governing Documents" means the Articles
>         of Amalgamation of Big Horn, as amended to the date hereof and the By-laws of Big Horn;
>         (j) "Big Horn Meeting" means the special meeting,
>         including any adjournments or postponements thereof, of the Big Horn Shareholders to be
>         held, among other things, to consider, and if deemed advisable, to approve the
>         Arrangement;
>         (k) "Big Horn Officer Obligations" means
>         obligations or liabilities of Big Horn to pay any amount to its officers, directors or
>         employees, other than for salary, bonuses under existing bonus arrangements and directors'
>         fees payable in the ordinary course of the business of Big Horn, in each case in amounts
>         consistent with historic practices and obligations or liabilities in respect of insurance
>         or indemnification contemplated by this Agreement or arising in the ordinary and usual
>         course of business and, without limiting the generality of the foregoing, Officer
>         Obligations shall include the obligations of Big Horn to officers or employees
>         (i) for severance or termination payments on or in connection with the change of
>         control of Big Horn pursuant to any executive employment agreements in the case of
>         officers and pursuant to Big Horn's severance policy in the case of employees; or
>         (ii) retention bonus payments pursuant to any retention bonus program;
>         (l) "Big Horn Options" means the options to purchase
>         Big Horn Common Shares outstanding under the Big Horn Share Option Plan;
>         (m) "Big Horn Share Option Plan" means the stock
>         option plan adopted by Big Horn, as amended;
>         (n) "Big Horn Shareholders" means the holders of Big
>         Horn Common Shares at the applicable time;
>         (o) "Business Day" means any day, other than a
>         Saturday, a Sunday or a statutory holiday in Calgary, Alberta;
>         (p) "Canadian GAAP" means generally accepted
>         accounting principles in Canada;
>         (q) "CBCA" means the Canada Business Corporations
>         Act;
>         (r) "CDNX" means The Canadian Venture Exchange Inc.;
>         (s) "Certificate" means the certificate giving effect
>         to the Arrangement endorsed by the Director on the Articles of Arrangement pursuant to
>         subsection 192(7) of the CBCA;
>         (t) "Confidentiality Agreement" means the
>         confidentiality agreement dated April 12, 2001 between Westlinks and Big Horn;
>         (u) "Court" means the Court of Queen's Bench of
>         Alberta;
>         (v) "Director" means the Director appointed pursuant
>         to section 260 of the CBCA;
>         (w) "Disclosed Information" means all written and
>         verbal information of either Westlinks or Big Horn disclosed pursuant to the
>         Confidentiality Agreement;
>         (x) "Effective Date" means the date set out in the
>         Certificate as being the effective date in respect of the Arrangement;
>         (y) "Effective Time" means 12:01 a.m. (Calgary time)
>         on the Effective Date;
>         (z) "EuroGas" means Eurogas, Inc.;
>         (aa) "EuroGas Agreement" means the letter agreement
>         dated effective April 23, 2001, as amended, whereby Westlinks agreed to purchase an
>         aggregate of 10,401,500 Big Horn Common Shares from EuroGas;
>         (bb) "Final Order" means the order of the Court, as
>         such order may be amended at any time prior to the Effective Date, pursuant to subsection
>         192(4) of the CBCA approving the Arrangement or, if appealed, then unless such appeal is
>         withdrawn or denied, as affirmed;
>         (cc) "Governing Documents" means either the Big Horn
>         Governing Documents, the Westlinks Governing Documents or the Subco Governing Documents,
>         as the case may be;
>         (dd) "Governmental Entity" means any (i)
>         multinational, federal, provincial, state, regional, municipal, local or other government,
>         governmental or public department, central bank, court, tribunal, arbitral body,
>         commission, board, bureau or agency, domestic or foreign, (ii) any subdivision, agency,
>         commission, board or authority of any of the foregoing, or (iii) any quasi-governmental or
>         private body exercising any regulatory, expropriation or taxing authority under or for the
>         account of any of the foregoing;
>         (ee) "in writing" means written information including
>         documents, files, records, books and other materials made available, delivered or produced
>         to a party hereto by or on behalf of another party hereto in the course of the former's
>         due diligence review of the latter;
>         (ff) "Interim Order" means the interim order of the
>         Court, as such order may be amended, pursuant to subsection 192(4) of the CBCA made in
>         connection with the Arrangement;
>         (gg) "Law" means any law, by-law, rule, regulation,
>         order, ordinance, protocol, code, guideline, policy, notice, direction and judgement or
>         other requirement of any Governmental Entity;
>         (hh) "Letter Agreement" means the letter agreement
>         dated April 24, 2001 between Big Horn and Westlinks;
>         (ii) "Material Adverse Change" means, in respect of
>         either Big Horn or Westlinks, as the case may be, any change in the business, operations,
>         results of operations, assets, capitalization, financial condition, licenses, permits,
>         leases, concessions, rights, liabilities, prospects or privileges, whether contractual or
>         otherwise, of such party or any subsidiary, which is materially adverse to the business of
>         such party and its subsidiaries (considered as a whole), other than a change (i) that
>         arises out of the usual and ordinary course of business; (ii) that arises out of a
>         matter that has been publicly disclosed or otherwise disclosed in writing by a party to
>         the other; (iii) that results from conditions affecting the oil and gas industry
>         generally; (iv) that results from general economic, financial, currency exchange,
>         securities or commodity market conditions in Canada or elsewhere; or (v) that results
>         from the drilling, completion or testing of any well where such activities establish that
>         the well or prospect is not commercially viable or is less capable than anticipated by
>         such party;
>         (jj) "Material Adverse Effect", in relation to any
>         event or change, means an effect that is or would reasonably be expected to be materially
>         adverse to the financial condition, operations, assets, liabilities, or business of Big
>         Horn or Westlinks, as the case may be, and their respective subsidiaries (considered as a
>         whole); provided that a Material Adverse Effect shall not include an adverse effect
>         resulting from a change (i) that arises out of the usual and ordinary course of
>         business; (ii) that arises out of a matter that has been publicly disclosed or
>         otherwise disclosed in writing by a party to the other; (iii) that results from
>         conditions affecting the oil and gas industry generally; (iv) that results from
>         general economic, financial, currency exchange, securities or commodity market conditions
>         in Canada or elsewhere; or (v) that results from the drilling, completion or testing
>         of any well where such activities establish that the well or prospect is not commercially
>         viable or is less capable than anticipated by either Big Horn or Westlinks, as the case
>         may be;
>         (kk) "NASDAQ" means the Nasdaq Stock Market;
>         (ll) "Officer Obligations" means either the Big Horn
>         Officer Obligations or the Westlinks Officer Obligations, as the case may be;
>         (mm) "Plan of Arrangement" means a plan of arrangement
>         substantially in the form and content of the plan of arrangement attached as Schedule A
>         hereto and any amendment or variation thereto made in accordance with section 7.1 of the
>         Plan of Arrangement or section 10.1 hereof;
>         (nn) "Proxy Circular" means the management information
>         circular to be prepared by Big Horn for the Big Horn Meeting;
>         (oo) "Returns" shall mean all reports, estimates,
>         declarations of estimated tax, information statements and returns relating to, or required
>         to be filed in connection with, any Taxes;
>         (pp) "Securities Authorities" means the Alberta
>         Securities Commission and other securities regulatory authorities in Canada collectively;
>         (qq) "Special Shares" has the meaning set out in the
>         Plan of Arrangement;
>         (rr) "Subco" means 3779041 Canada Ltd., a wholly-owned
>         subsidiary of Westlinks incorporated under the CBCA;
>         (ss) "Subco Governing Documents" means the Articles of
>         Incorporation of Subco, as amended to the date hereof and the By-laws of Subco;
>         (tt) "subsidiary" has the meaning set forth in the
>         CBCA;
>         (uu) "Superior Proposal" means an unsolicited bona
>         fide written Acquisition Proposal that if consummated in accordance with the terms
>         thereof, would result in a transaction more favourable from a financial point of view to
>         the Big Horn Shareholders than the Arrangement;
>         (vv) "Taxes" shall mean, with respect to any person,
>         all taxes, however denominated, including any interest, penalties or other additions that
>         may become payable in respect thereof, imposed by any federal, provincial, state, local or
>         foreign government or any agency or political subdivision of any such government, which
>         taxes shall include, without limiting the generality of the foregoing, all income or
>         profits taxes (including, but not limited to, federal income taxes and provincial income
>         taxes), capital, payroll and employee withholding taxes, labour taxes, unemployment
>         insurance, social insurance taxes, sales and use taxes, ad valorem taxes, value added
>         taxes, excise taxes, franchise taxes, gross receipts taxes, business license taxes,
>         occupation taxes, real and personal property taxes, stamp taxes, environmental taxes,
>         transfer taxes, workers' compensation and other governmental charges, and other
>         obligations of the same or of a similar nature to any of the foregoing;
>         (ww) "TSE" means the Toronto Stock Exchange Inc.;
>         (xx) "Westlinks" means Westlinks Resources Ltd., a
>         corporation amalgamated under the laws of the Business Corporations Act (Alberta);
>         (yy) "Westlinks Common Shares" means the common voting
>         shares which Westlinks is authorized to issue as constituted on the date hereof;
>         (zz) "Westlinks Governing Documents" means the
>         Articles of Amalgamation of Westlinks, as amended to the date hereof and the By-laws of
>         Westlinks;
>         (aaa) "Westlinks Officer Obligations" means
>         obligations or liabilities of Westlinks to pay any amount to its officers, directors or
>         employees, other than for salary, bonuses under existing bonus arrangements and directors'
>         fees payable in the ordinary course of the business of Westlinks, in each case in amounts
>         consistent with historic practices and obligations or liabilities in respect of insurance
>         or indemnification contemplated by this Agreement or arising in the ordinary and usual
>         course of business and, without limiting the generality of the foregoing, Officer
>         Obligations shall include the obligations of Westlinks with respect to any severance or
>         termination payments which Westlinks is or may become liable to make to its officers,
>         employees or contractors after the date of this Agreement;
>         (bbb) "Westlinks Options" means the options to
>         purchase Westlinks Common Shares outstanding under the Westlinks Share Option Plan; and
>         (ccc) "Westlinks Preferred Shares" has the meaning set
>         out in the Plan of Arrangement;

In addition, words and phrases used herein and defined in the CBCA
shall have the same meaning herein as in the CBCA unless the context otherwise requires.

> 1.2 Interpretation
>     Not Affected by Headings

The division of this Agreement into articles, sections, subsections,
paragraphs and subparagraphs and the insertion of headings are for convenience of
reference only and shall not affect in any way the meaning or interpretation of this
Agreement. The terms "this Agreement", "hereof", "herein",
"hereto", "hereunder" and similar expressions refer to this Agreement
and the schedule attached hereto and not to any particular article, section or other
portion hereof and include any agreement, schedule or instrument supplementary or
ancillary hereto or thereto.

> 1.3 Number,
>     Gender and Persons

In this Agreement, unless the context otherwise requires, words
importing the singular only shall include the plural and vice versa, words
importing the use of either gender shall include both genders and neuter and words
importing a person or persons shall include a natural person, firm, trust, partnership,
association, corporation, joint venture or government (including any governmental agency,
political subdivision or instrumentality thereof) and any other entity of any kind or
nature whatsoever.

> 1.4 Date for
>     any Action

If the date on which any action is required to be taken hereunder by
any party hereto is not a Business Day, such action shall be required to be taken on the
next succeeding day which is a Business Day.

> 1.5 Statutory
>     References

Any reference in this Agreement to a statute includes all regulations
and rules made thereunder, all amendments to such statute, regulation or rule in force
from time to time and any statute or regulation that supplements or supersedes such
statute, regulation or rule.

> 1.6 Currency

Unless otherwise stated, all references in this Agreement to amounts of
money are expressed in lawful money of Canada.

> 1.7 Invalidity
>     of Provisions

Each of the provisions contained in this Agreement is distinct and
severable and a declaration of invalidity or unenforceability of any such provision or
part thereof by a court of competent jurisdiction shall not affect the validity or
enforceability of any other provision hereof. To the extent permitted by applicable Law,
the parties hereto waive any provision of law which renders any provision of this
Agreement invalid or unenforceable in any respect. The parties hereto will engage in good
faith negotiations to replace any provision hereof which is declared invalid or
unenforceable with a valid and enforceable provision, the economic effect of which
approximates as much as possible the invalid or unenforceable provision which it replaces.

> 1.8 Accounting
>     Matters

Unless otherwise stated, all accounting terms used in this Agreement
shall have the meanings attributable thereto under Canadian GAAP and all determinations of
an accounting nature required to be made hereunder shall be made in a manner consistent
with Canadian GAAP.

> 1.9 Knowledge

Where the phrase "to the best of the knowledge" is used, such
phrase shall mean, in respect of each representation and warranty or other statement which
is qualified by such phrase, that such representation and warranty or other statement is
being made based upon the collective knowledge of the management of the party making the
representation and warranty after having conducted an actual investigation as to the
subject matter relating thereto, with the level of such investigation in each case being
that of a reasonably prudent person investigating a material consideration in the context
of a material transaction, and the use of such phrase herein shall constitute a
representation and warranty by the party making the representation and warranty in each
case that such investigation has been actually made.

> 1.10 Schedule

The following schedule is attached to, and is deemed to be incorporated
into and form part of, this Agreement:

Schedule
    MatterA
    Plan of
    ArrangementB
    Westlinks
    OptionsC
    Big Horn
    OptionsD
    Big Horn
    Officer Obligations


Article 2The Arrangement

> 2.1 Arrangement

The Amalgamating Corporations agree to amalgamate by way of arrangement
pursuant to section 192 of the CBCA on the terms and subject to the conditions contained
in this Agreement and the Plan of Arrangement and Westlinks hereby covenants and agrees to
issue the Westlinks Common Shares and Westlinks Preferred Shares required to be issued in
connection with the Arrangement and to cause Subco to issue the Special Shares required to
be issued in connection with the Arrangement.

> 2.2 Effective
>     Date

The Arrangement shall become effective at the Effective Time on the
Effective Date and at such time the Amalgamating Corporations shall amalgamate and
continue as one corporation on the terms and subject to the conditions contained in this
Agreement and the Plan of Arrangement.

> 2.3 Consultation

Westlinks and Big Horn agree to consult with each other prior to
issuing any press release or otherwise making any public statement with respect to this
Agreement or the Arrangement or making any filing with any federal, provincial or state
governmental or regulatory agency or with any stock exchange with respect thereto. Each of
Westlinks and Big Horn shall use its commercially reasonable efforts to enable the other
of them to review and comment on all such press releases and filings prior to the release
thereof. Westlinks and Big Horn agree to issue a press release with respect to this
Agreement as soon as practicable after the execution thereof, in a form acceptable to each
of them.

> 2.4 Court
>     Proceedings

As soon as is reasonably practicable after the execution of this
Agreement, Big Horn and Subco shall apply to the Court pursuant to section 192 of the CBCA
for an order approving the Arrangement and, in connection with such application, Big Horn
and Subco shall:

> (a) file, proceed with and diligently prosecute an application to the
>         Court for the Interim Order which shall provide for, among other things, the calling and
>         holding of the Big Horn Meeting for the purpose of considering and, if deemed advisable,
>         approving the Arrangement; and
>         (b) subject to obtaining the approvals contemplated in the Interim
>         Order and as may be directed by the Court in the Interim Order, take all actions and steps
>         necessary or desirable to submit the Arrangement to the Court and apply for the Final
>         Order.

The notice of motion for the application referred to in this section
shall be satisfactory to each of Big Horn and Subco, acting reasonably, and shall request
that the Interim Order provide, among other things:

> (c) for the persons to whom notice is to be provided in respect of the
>         Arrangement and the Big Horn Meeting and for the manner in which such notice is to be
>         provided; and
>         (d) that the requisite approval of the Big Horn Shareholders for the
>         Arrangement shall be two-thirds of the votes cast thereon by Big Horn Shareholders present
>         in person or represented by proxy at the Big Horn Meeting and one-half of the votes cast
>         thereon by Big Horn Shareholders present in person or represented by proxy at the Big Horn
>         Meeting other than Westlinks.
>     2.5 Pre-closing

Unless this Agreement is terminated pursuant to the provisions hereof,
Westlinks, Subco and Big Horn shall meet at the offices of Donahue Ernst & Young LLP,
Suite 1000, 440  2nd Avenue S.W., Calgary, Alberta at 9:00 a.m. on July 4, 2001 or
at such other time or on such other date at they may mutually agree upon and each of them
shall then deliver to the other of them:

> (a) the documents required to be delivered by such party hereunder to
>         complete the transaction contemplated hereby, provided that each such document required to
>         be dated the Effective Date shall be dated as of, or become effective on, the Effective
>         Date and shall be held in escrow to be released upon the Arrangement becoming effective;
>         and
>         (b) written confirmation as to the satisfaction or waiver of all of the
>         conditions in favour of such party contained in this Agreement.
>     2.6 Articles
>     of Arrangement

Subject to the rights of termination contained in Article 10 hereof,
upon the Big Horn Shareholders approving the Arrangement in accordance with the Interim
Order, the Amalgamating Corporations obtaining the Final Order and the other conditions
contained in Article 9 hereof being complied with or waived, the Amalgamating Corporations
shall jointly file articles of arrangement, in duplicate, with the Director together with
such other documents as may be required in order to effect the Arrangement.

Article 3REPRESENTATIONS AND WARRANTIES OF
WESTLINKS and subco

Westlinks and Subco hereby represent and warrant jointly and severally
to Big Horn as follows and acknowledge that Big Horn is relying upon such representations
and warranties in connection with the entering into of this Agreement and performance of
its obligations hereunder.

> 3.1 Organization and Qualification

Each of Westlinks and Subco is a corporation duly incorporated or
amalgamated, as the case may be, and organized and validly existing under the laws of
their respective jurisdictions of incorporation and has the requisite corporate power and
authority to carry on their respective business as it is now being conducted.

> 3.2 Authority Relative to this Agreement

Westlinks and Subco each have the requisite corporate authority to
enter into this Agreement and to carry out their respective obligations hereunder. The
execution and delivery of this Agreement and the consummation by Westlinks and Subco of
the transactions contemplated hereby have been duly authorized by the board of directors
of each of Westlinks and Subco and no other corporate proceedings on the part of Westlinks
or Subco are or will be necessary to authorize this Agreement and the completion of the
transactions contemplated hereby. This Agreement has been duly executed and delivered by
Westlinks and Subco and constitutes a legal, valid and binding obligation of each of
Westlinks and Subco enforceable against each of them in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws
relating to or affecting creditors' rights generally and to the general principles of
equity.

> 3.3 No Violations
>     (a) The execution and delivery of and the performance of and
>         compliance with the terms of this Agreement and the performance of any of the transactions
>         contemplated hereby by Westlinks and Subco does not and will not create a state of facts
>         which, after notice or lapse of time or both, will result in a breach of or constitute a
>         default under any term or provision of the Westlinks Governing Documents or the Subco
>         Governing Documents, or any mortgage, note, indenture, contract, agreement (written or
>         oral), instrument, lease or other document to which Westlinks or Subco is a party or by
>         which Westlinks or Subco is bound, or any law, judgement, decree, order, statute, rule or
>         regulation applicable to Westlinks or Subco, which default or breach might reasonably be
>         expected to have a Material Adverse Effect on Westlinks or Subco or the ability of
>         Westlinks or Subco to complete the transactions contemplated hereby.
>         (b) There is no legal impediment to Westlinks' or Subco's consummation
>         of the transactions contemplated by this Agreement and no filing or registration with, or
>         authorization, consent or approval of, any domestic or foreign public body or authority is
>         required by Westlinks or Subco in connection with the transactions contemplated hereby,
>         except for (i) filings with and approvals required by Securities Authorities and stock
>         exchanges, (ii) any other consent, waiver, permit, order or approval referred to in
>         section 9.1 hereof and (iii) such filings or registrations which, if not made, or such
>         authorizations, consents or approvals, which, if not received, would not have a Material
>         Adverse Effect on the ability of Westlinks or Subco to consummate the transactions
>         contemplated hereby.
>     3.4 Knowledge

As of the date hereof, neither Westlinks nor Subco has actual knowledge
of any misrepresentation, breach or non-performance by Big Horn of any representation,
warranty or covenant contained in this Agreement which would have or would be reasonably
likely to have a Material Adverse Effect on Westlinks or Subco should the Arrangement be
completed.

> 3.5 Capitalization of Westlinks

As of the date hereof, the authorized share capital of Westlinks
consists of an unlimited number of Westlinks Common Shares and an unlimited number of
preferred shares issuable in one or more series. As of the date hereof, 5,673,639
Westlinks Common Shares are issued and outstanding, and no preferred shares are issued and
outstanding. As of the date hereof, Westlinks Options to acquire an aggregate of 565,000
Westlinks Common Shares have been granted, details of which, including the number of such
options and the exercise price thereof, are set forth in Schedule B hereto. In addition,
as of the date hereof, common share purchase warrants entitling the holders thereof to
acquire an aggregate of 1,135,000 Westlinks Common Shares have been issued, each having an
exercise price of U.S. $4.50 per share and common share purchase warrants entitling the
holders thereof to acquire an aggregate of 100,000 Westlinks Common Shares have been
issued, each having an exercise price of U.S. $5.40 per share. Other than pursuant to this
Agreement and except as set forth above, there are no options, warrants or other rights,
agreements or commitments of any character whatsoever (contingent or otherwise) requiring
the issuance, sale or transfer by Westlinks of any shares of Westlinks or any securities
convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to
acquire Westlinks Common Shares, nor are there any outstanding stock appreciation rights,
phantom equity or similar rights, agreements, arrangements or commitments based upon the
book value, income or other attribute of Westlinks. All outstanding Westlinks Common
Shares have been duly authorized and validly issued, are fully paid and non-assessable and
are not subject to, nor were they issued in violation of, any pre-emptive rights and all
Westlinks Common Shares issuable upon exercise of outstanding convertible securities of
Westlinks in accordance with their respective terms will be duly authorized and validly
issued, fully paid and non-assessable and will not be subject to any pre-emptive rights.

> 3.6 Capitalization
>     of Subco

As of the date hereof, the authorized share capital of Subco consists
of an unlimited number of common shares. As of the date hereof, 1 common share is issued
and outstanding and is registered in the name of and beneficially owned by Westlinks.
Other than pursuant to this Agreement, there are no options, warrants or other rights,
agreements or commitments of any character whatsoever (contingent or otherwise) requiring
the issuance, sale or transfer by Subco of any shares of Subco or any securities
convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to
acquire shares of Subco, nor are there any outstanding stock appreciation rights, phantom
equity or similar rights, agreements, arrangements or commitments based upon the book
value, income or other attribute of Subco. All outstanding shares of Subco have been duly
authorized and validly issued, are fully paid and non-assessable and are not subject to,
nor were they issued in violation of, any pre-emptive rights.

> 3.7 Business and Affairs of Subco

Subco has been formed for the sole purpose of implementing the
Arrangement and other than $1.00 cash has no assets or liabilities whether absolute or
contingent, direct or indirect and carries on no business.

> 3.8 Business
>     and Affairs of 759795 Alberta Ltd.

759795 Alberta Ltd. has no assets or liabilities whatsoever (other than
its initial stated capital), whether absolute or contingent, direct or indirect or carries
on any business.

> 3.9 No
>     Material Adverse Change

Since September 30, 2000, there has not been any Material Adverse
Change affecting Westlinks.

> 3.10 No Undisclosed Material Liabilities

Except (a) as disclosed or reflected in the audited financial
statements of Westlinks as at and for the period ended December 31, 1999 or in the
unaudited financial statements of Westlinks as at and for the period ended September 30,
2000 or as set forth or included in the Disclosed Information, and (b) for
liabilities and obligations (i) incurred in the ordinary course of business and
consistent with past practice or (ii) pursuant to the terms of this Agreement,
Westlinks has not incurred any liabilities of any nature, whether accrued, contingent or
otherwise (or which would be required by Canadian generally accepted accounting principles
to be reflected on a balance sheet of Westlinks) that have constituted or would be
reasonably likely to constitute a Material Adverse Change.

> 3.11 Officer Obligations

The Westlinks Officer Obligations do not and will not exceed an
aggregate of $818,817.

> 3.12 Brokerage Fees

Westlinks has not retained nor will it retain, without Big Horn's
written consent not to be unreasonably withheld, any financial advisor, broker, agent or
finder or paid or agreed to pay any financial advisor, broker, agent or finder on account
of this Agreement, any transaction contemplated hereby or any transaction presently
ongoing or contemplated except that Spencer Edwards, Inc. has been retained by the Board
of Directors of Westlinks to provide a comfort letter relating to the Arrangement for a
fee of U.S. $25,000.

> 3.13 Financial Statements

Westlinks' audited financial statements as at and for the period ended
December 31, 1999 have been prepared in accordance with Canadian generally accepted
accounting principles and to the best knowledge of Westlinks, its unaudited financial
statements as at and for the period ended September 30, 2000, have been prepared in
accordance with Canadian generally accepted accounting principles (except (i) as
otherwise indicated in such financial statements and the notes thereto or, in the case of
audited statements, in the related report of Westlinks' independent auditors or
(ii) in the case of unaudited interim financial statements, to the extent they may
not include footnotes or may be condensed or summary statements) and fairly present the
financial position, results of operations and changes in financial position of Westlinks
as of the dates thereof and for the periods indicated therein (subject, in the case of any
unaudited financial statements, to year-end audit adjustments).

> 3.14 Subsidiaries

Except for Subco and 759795 Alberta Ltd., Westlinks has no direct or
indirect, wholly-owned or partially-owned subsidiaries.

> 3.15 Compliance with Law

Westlinks has complied with and is in compliance with all laws and
regulations applicable to the operation of its business, except where such non-compliance
would not, considered individually or in the aggregate, give rise to a Material Adverse
Effect or materially affect the ability of Westlinks to perform its material obligations
hereunder.

> 3.16 Material Agreements

There are no agreements, permits, licenses, approvals, certificates or
other rights or authorizations material to the conduct of Westlinks' business except as
set forth or referred to in the Disclosed Information, and all such agreements, permits,
licences, approvals, certificates and other rights and authorizations are valid and
subsisting and Westlinks is not in material default under any such agreements, permits,
licences, approvals, certificates and other rights and authorizations.

> 3.17 Employment Agreements

Except as set forth or included in the Disclosed Information, Westlinks
is not a party to any written employment or consulting agreement or any verbal employment
or consulting agreement with a term of more than thirty (30) days or any written
agreement that provides for a payment by Westlinks on a change of control of Westlinks or
severance of employment and Westlinks agrees not to amend the terms and conditions of any
of the foregoing agreements that were set forth or included in the Disclosed Information.

> 3.18 Employee Benefit Plans

Westlinks does not have any employee benefit plans and has made no
promises with respect to increased benefits under such plans, other than existing health,
dental, vision and short and long term disability plans of general application.

> 3.19 Engineering Report

Westlinks has provided to Sproule Associates Limited ("Sproule"),
independent geological and petroleum engineering consultants, all material information
concerning land descriptions and well data respecting the principal oil and gas assets of
Westlinks to permit Sproule to complete the evaluation report dated January 1, 2001 and,
in particular, all material information respecting Westlinks' interests in its principal
oil and gas assets identified in such evaluation report and the royalty burdens and net
profits interest burdens thereon and Westlinks is not aware of any information not
provided to Sproule that would have a material adverse impact on the evaluation report,
taken as a whole.

> 3.20 Books and Records

The corporate records and minute books of Westlinks have been
maintained in accordance with all applicable statutory requirements and are complete and
up to date in all material respects.

> 3.21 Reporting Issuer Status

Westlinks is a "reporting issuer" or the equivalent under
securities laws of the Provinces of Alberta and British Columbia and is registered with
the Securities and Exchange Commission in the United States of America under the Securities
Exchange Act of 1934 and the Westlinks Common Shares are listed and trade on
the CDNX and are quoted on the Nasdaq.

> 3.22 Public Disclosure

To the best knowledge of Westlinks, all documents or information sent
by or on behalf of Westlinks to holders of Westlinks Common Shares or otherwise filed with
regulatory authorities in Canada or the United States did not, as of their respective
dates, contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading.

> 3.23 Disclosure to Big Horn

Except as disclosed to Big Horn and to the best knowledge of Westlinks
the data and information in respect of Westlinks and its business and operations provided
by Westlinks to Big Horn was and is accurate and correct in all material respects as of
the respective dates thereof and Westlinks has not omitted to provide to Big Horn any
material information necessary in order for any information provided by Westlinks to Big
Horn not to be misleading in any material way.

> 3.24 Litigation, etc.

Except as set forth or included in the Disclosed Information, there are
no actions, suits or proceedings pending, or to the knowledge of Westlinks, threatened
against Westlinks or any of its subsidiaries before or by any federal, provincial, state,
local, foreign, municipal or other governmental department, commission, board, bureau,
agency, court or instrumentality, which action, suit or proceeding involves the
possibility of any judgement against Westlinks or any of its subsidiaries.

> 3.25 Environmental

Except as set forth or included in the Disclosed Information:

> (a) Westlinks is not aware of, and has not received:
>         (i) any order or directive that relates to environmental matters and
>             that requires any material work, repairs, construction or capital expenditures; or
>             (ii) any demand or notice with respect to the material breach of any
>             environmental, health or safety laws applicable to Westlinks or any of its subsidiaries,
>             including, without limitation, any regulations respecting the use, storage, treatment,
>             transportation, or disposition of environmental contaminants.
>         (b) Westlinks has not received notice of and is not aware of any
>         material environmental liabilities related to its assets, other than obligations in the
>         ordinary course of business to abandon wells when they have ceased to be productive,
>         remove production equipment when such equipment is no longer being used and restore and
>         reclaim the surface sites thereof.
>         (c) All material environmental and health and safety permits, licenses,
>         approvals, consents, certificates and other authorizations of any kind or nature ("Environmental
>         Permits") necessary to be held by Westlinks for the ownership, operation,
>         development, maintenance, or use of any of the assets of Westlinks have been obtained and
>         maintained in effect.
>         (d) Westlinks, its assets and the ownership, operation, development,
>         maintenance and use of its assets are in material compliance with all environmental laws
>         and with all material terms and conditions of all Environmental Permits.
>     3.26 Tax Matters
>     (a) All Returns required to be filed by or on behalf of
>         Westlinks or any of its subsidiaries have been duly filed on a timely basis and such
>         Returns are true, complete and correct in all material respects. All Taxes shown to be
>         payable on the Returns or on subsequent assessments with respect thereto have been paid in
>         full on a timely basis, and no other Taxes are payable by Westlinks or any of its
>         subsidiaries with respect to items or periods covered by such Returns.
>         (b) For all periods covered by the filed tax returns disclosed in the
>         Disclosed Information, Westlinks has been furnished by Westlinks true and complete copies
>         of (i) the relevant portions of income tax audit reports, statements of deficiencies,
>         closing or other agreements received by Westlinks or on behalf of Westlinks relating to
>         Taxes and, (ii) all federal, provincial, state, local or foreign income or franchise
>         tax returns for Westlinks.
>         (c) No material deficiencies exist or have been asserted with respect
>         to Taxes of Westlinks. Westlinks is not a party to any action or proceeding for assessment
>         or collection of Taxes, nor has such event been asserted or threatened against Westlinks
>         or any of its assets. No waiver or extension of any statute of limitations is in effect
>         with respect to Taxes or Returns of Westlinks or any of its subsidiaries. Except as
>         disclosed in the Disclosed Information, the Returns of Westlinks have not been audited by
>         a government or taxing authority since Westlinks' incorporation, nor is any such audit in
>         process, pending or, to the knowledge of Westlinks, threatened.
>     3.27 Debt and Working Capital

As at March 31, 2001, Westlinks' consolidated debt (other than trade
debt) was $6,431,000 and its working capital deficit (calculated as current assets minus
current liabilities, both determined in accordance with Canadian generally accepted
accounting principles) was $1,213,000.

> 3.28 Matters
>     Pertaining to EuroGas Agreement
>     (a) To the best of Westlinks knowledge, at the time it entered
>         into the EuroGas Agreement:
>         (i) EuroGas, Inc. ("EuroGas") had full knowledge of
>             and access to information concerning Big Horn and its securities; and
>             (ii) all factors peculiar to EuroGas, including non-financial factors,
>             that were considered relevant by EuroGas in assessing the consideration paid by Westlinks
>             under the EuroGas Agreement did not have the effect of reducing the price for the Big Horn
>             Common Shares that would otherwise have been considered acceptable by EuroGas.
>         (b) At the time Westlinks entered into the EuroGas Agreement, Westlinks
>         did not know, and to the best knowledge of Westlinks, EuroGas did not know any material
>         non-public information of or relating to Big Horn or the Big Horn Common Shares that was
>         not disclosed generally and if disclosed, could have reasonably been expected to increase
>         the agreed consideration for the Big Horn Common Shares.
>         (c) Westlinks has no knowledge of any material non-public information
>         of or relating to Big Horn or the Big Horn Common Shares since the date of the EuroGas
>         Agreement that has not been disclosed generally and could reasonably been expected to
>         increase the value of the Big Horn Common Shares.

Article 4REPRESENTATIONS AND WARRANTIES OF
BIG HORN

Big Horn hereby represents and warrants (and, as applicable, covenants)
to Westlinks and Subco as follows and acknowledges that Westlinks and Subco are relying
upon such representations and warranties in connection with the entering into of this
Agreement.

> 4.1 Organization and Qualification

Big Horn is a corporation duly amalgamated and organized and validly
subsisting under the laws of Canada and has the requisite corporate power and capacity to
carry on its business as it is now being conducted. Big Horn is duly registered to do
business and is in good standing in each jurisdiction in which the character of its
properties, owned or leased, or the nature of its activities make such registration
necessary, except where the failure to be so registered or in good standing would not have
a Material Adverse Effect.

> 4.2 Authority Relative to this Agreement

Subject to receipt of the approval of the Big Horn Shareholders to the
Arrangement, Big Horn has the requisite corporate power and capacity to enter into this
Agreement and to carry out its obligations hereunder. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have been duly
authorized by Big Horn's board of directors, and no other corporate proceedings on the
part of Big Horn are necessary to authorize the performance of its obligations under this
Agreement (except for obtaining shareholder approval in respect of the Arrangement) and
the completion of the transactions contemplated hereby. This Agreement has been duly
executed and delivered by Big Horn and constitutes a legal, valid and binding obligation
of Big Horn enforceable against Big Horn in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws
relating to or affecting creditors' rights generally and to the general principles of
equity.

> 4.3 No Violations
>     (a) The execution and delivery of and the performance of and
>         compliance with the terms of this Agreement and the performance of any of the transactions
>         contemplated hereby by Big Horn does not and will not create a state of facts which, after
>         notice or lapse of time or both, will result in a breach of or constitute a default under
>         any term or provision of the Big Horn Governing Documents, or any mortgage, note,
>         indenture, contract, agreement (written or oral), instrument, lease or other document to
>         which Big Horn is a party or by which Big Horn is bound, or any law, judgement, decree,
>         order, statute, rule or regulation applicable to Big Horn, which default or breach might
>         reasonably be expected to have a Material Adverse Effect on Big Horn or the ability of Big
>         Horn to complete the transactions contemplated hereby.
>         (b) There is no legal impediment to Big Horn's consummation of the
>         transactions contemplated by this Agreement and no filing or registration with, or
>         authorization, consent or approval of, any domestic or foreign public body or authority is
>         required by Big Horn in connection with the transactions contemplated hereby, except for
>         (i) consents or approvals required by the Interim Order or the Final Order, (ii) filings
>         with the Director under the CBCA and filings with and approvals required by Securities
>         Authorities and stock exchanges, (iii) any other consent, waiver, permit, order or
>         approval referred to in section 9.1 hereof and (iv) such filings or registrations which,
>         if not made, or such authorizations, consents or approvals, which, if not received, would
>         not have a Material Adverse Effect on the ability of Big Horn to consummate the
>         transactions contemplated hereby.
>     4.4 Knowledge

As of the date hereof, Big Horn does not have actual knowledge of any
misrepresentation, breach or non-performance by Westlinks nor Subco of any representation,
warranty or covenant contained in this Agreement which would have or would be reasonably
likely to have a Material Adverse Effect on Big Horn should the Arrangement be completed.

> 4.5 Capitalization

As of the date hereof, the authorized share capital of Big Horn
consists of an unlimited number of Big Horn Common Shares. As of the date hereof,
28,122,191 Big Horn Common Shares are issued and outstanding. As of the date hereof, Big
Horn Options to acquire an aggregate of 2,419,500 Big Horn Common Shares have been
granted, details of which, including the number of such Big Horn Options and the exercise
price thereof, are set forth in Schedule C hereto. Except as set forth above, there are no
options, warrants or other rights, agreements or commitments of any character whatsoever
(contingent or otherwise) requiring the issuance, sale or transfer by Big Horn of any
shares of Big Horn or any securities convertible into, or exchangeable or exercisable for,
or otherwise evidencing a right to acquire Big Horn Common Shares, nor are there any
outstanding stock appreciation rights, phantom equity or similar rights, agreements,
arrangements or commitments based upon the book value, income or other attribute of Big
Horn. All outstanding Big Horn Common Shares have been duly authorized and validly issued,
are fully paid and non-assessable and are not subject to, nor were they issued in
violation of, any pre-emptive rights and all Big Horn Common Shares issuable upon exercise
of outstanding Big Horn Options in accordance with their respective terms will be duly
authorized and validly issued, fully paid and non-assessable and will not be subject to
any pre-emptive rights.

> 4.6 Capitalization of Big Horn Subsidiaries

The authorized share capital of 800548 Alberta Inc. consists of an
unlimited number of Class "A" Common shares and an unlimited number of Class
"B" Common shares. As of the date hereof, 2,320,000 Class "A" Common
shares of 800548 Alberta Inc. are issued and outstanding and all such shares are
registered in the name of and beneficially owned by Big Horn. The authorized share capital
of 800550 Alberta Inc. consists of an unlimited number of Class "A" common
shares and an unlimited number of Class "B" Common Shares. As of the date
hereof, 4,630,000 Class "A" Common shares of 800550 Alberta Inc. are issued and
outstanding and all such shares are registered in the name of and beneficially owned by
Big Horn. There are no options, warrants or other rights, agreements or commitments of any
character whatsoever (contingent or otherwise) requiring the issuance, sale or transfer by
either 800548 Alberta Inc. or 800550 Alberta Inc. of any of their respective shares or any
securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a
right to acquire shares of either 800548 Alberta Inc. or 800550 Alberta Inc., nor are
there any outstanding stock appreciation rights, phantom equity or similar rights,
agreements, arrangements or commitments based upon the book value, income or other
attribute of either 800548 Alberta Inc. or 800550 Alberta Inc., as the case may be. All
outstanding shares of each of either 800548 Alberta Inc. and 800550 Alberta Inc. have been
duly authorized and validly issued, are fully paid and non-assessable and are not subject
to, nor were they issued in violation of, any pre-emptive rights.

> 4.7 Business
>     and Affairs of Big Horn Subsidiaries

Neither 800548 Alberta Inc. nor 800550 Alberta Inc. has any assets or
liabilities whatsoever, whether absolute or contingent, direct or indirect or carries on
any business.

> 4.8 No
>     Material Adverse Change

Since December 31, 2000, there has not been any Material Adverse Change
affecting Big Horn.

> 4.9 No Undisclosed Material Liabilities

Except (a) as disclosed or reflected in the audited financial
statements of Big Horn as at and for the period ended December 31, 2000 or as set forth or
included in the Disclosed Information, and (b) for liabilities and obligations
(i) incurred in the ordinary course of business and consistent with past practice or
(ii) pursuant to the terms of this Agreement, Big Horn has not incurred any
liabilities of any nature, whether accrued, contingent or otherwise (or which would be
required by Canadian generally accepted accounting principles to be reflected on a balance
sheet of Big Horn) that have constituted or would be reasonably likely to constitute a
Material Adverse Change.

> 4.10 Officer Obligations

The Big Horn Officer Obligations do not exceed an aggregate of
$625,000.

> 4.11 Brokerage Fees

Big Horn has not retained nor will it retain any financial advisor,
broker, agent or finder or paid or agreed to pay any financial advisor, broker, agent or
finder on account of this Agreement, any transaction contemplated hereby or any
transaction presently ongoing or contemplated, except that First Merchants Corporation has
been retained by Big Horn in connection with certain matters not related to the
transactions contemplated hereby.

> 4.12 Financial Statements

Big Horn's audited consolidated financial statements as at and for the
period ended December 31, 2000 have been prepared in accordance with Canadian generally
accepted accounting principles (except as otherwise indicated in such financial statements
and the notes thereto or in the related report of Big Horn's independent auditors and
fairly present the financial position, results of operations and changes in financial
position of Big Horn as of the date thereof and for the period indicated therein.

> 4.13 Subsidiaries

Except for 800548 Alberta Ltd. and 800550 Alberta Ltd., Big Horn has no
direct or indirect, wholly-owned or partially-owned subsidiaries.

> 4.14 Compliance with Law

Big Horn has complied with and is in compliance with all laws and
regulations applicable to the operation of its business, except where such non-compliance
would not, considered individually or in the aggregate, give rise to a Material Adverse
Effect or materially affect the ability of Big Horn to perform its material obligations
hereunder.

> 4.15 Material Agreements

There are no agreements, permits, licenses, approvals, certificates or
other rights or authorizations material to the conduct of Big Horn's business except as
set forth or referred to in the Disclosed Information, and all such agreements, permits,
licences, approvals, certificates and other rights and authorizations are valid and
subsisting and Big Horn is not in material default under any such agreements, permits,
licences, approvals, certificates and other rights and authorizations.

> 4.16 Employment Agreements

Except as set forth or included in the Disclosed Information, Big Horn
is not a party to any written employment or consulting agreement or any verbal employment
or consulting agreement with a term of more than thirty (30) days or any written
agreement that provides for a payment by Big Horn on a change of control of Big Horn or
severance of employment and Big Horn agrees not to amend the terms and conditions of any
of the foregoing agreements that were set forth or included in the Disclosed Information.

> 4.17 Employee Benefit Plans

Big Horn does not have any employee benefit plans and has made no
promises with respect to increased benefits under such plans, other than existing employee
share purchase, health, dental, vision and short and long term disability plans of general
application.

> 4.18 Engineering Report

Big Horn has provided to McDaniel & Associates Consultants Ltd.
("McDaniel"), independent geological and petroleum engineering
consultants, all material information concerning land descriptions and well data
respecting the principal oil and gas assets of Big Horn to permit McDaniel to complete the
evaluation report dated January 1, 2001 and, in particular, all material information
respecting Big Horn's interests in its principal oil and gas assets identified in such
evaluation report and the royalty burdens and net profits interest burdens thereon and Big
Horn is not aware of any information not provided to McDaniel that would have a material
adverse impact on the evaluation report, taken as a whole.

> 4.19 Books and Records

The corporate records and minute books of Big Horn and its subsidiaries
have been maintained in accordance with all applicable statutory requirements and are
complete and up to date in all material respects.

> 4.20 Reporting Issuer Status

Big Horn is a "reporting issuer" or the equivalent under
securities laws of the Provinces of Alberta, British Columbia, Saskatchewan, Manitoba and
Ontario and the Big Horn Common Shares are listed and trade on the TSE.

> 4.21 Public Disclosure

To the best knowledge of Big Horn, all documents or information sent by
or on behalf of Big Horn to holders of Big Horn Common Shares or otherwise filed with
regulatory authorities in Canada did not, as of their respective dates, contain any untrue
statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

> 4.22 Disclosure to Big Horn

Except as disclosed to Westlinks and to the best knowledge of Big Horn
the data and information in respect of Big Horn and its subsidiaries and their respective
business and operations provided by Big Horn to Westlinks was and is accurate and correct
in all material respects as of the respective dates thereof and Big Horn has not omitted
to provide to Westlinks any material information necessary in order for any information
provided by Big Horn to Westlinks not to be misleading in any material way.

> 4.23 Litigation, etc.

Except as set forth or included in the Disclosed Information, there are
no actions, suits or proceedings pending, or to the knowledge of Big Horn, threatened
against Big Horn or any of its subsidiaries before or by any federal, provincial, state,
local, foreign, municipal or other governmental department, commission, board, bureau,
agency, court or instrumentality, which action, suit or proceeding involves the
possibility of any judgement against Big Horn or any of its subsidiaries.

> 4.24 Environmental

Except as set forth or included in the Disclosed Information:

> (a) Big Horn is not aware of, and has not received:
>         (i) any order or directive that relates to environmental matters and
>             that requires any material work, repairs, construction or capital expenditures; or
>             (ii) any demand or notice with respect to the material breach of any
>             environmental, health or safety laws applicable to Big Horn or any of its subsidiaries,
>             including, without limitation, any regulations respecting the use, storage, treatment,
>             transportation, or disposition of environmental contaminants.
>         (b) Big Horn has not received notice of and is not aware of any
>         material environmental liabilities related to its assets, other than obligations in the
>         ordinary course of business to abandon wells when they have ceased to be productive,
>         remove production equipment when such equipment is no longer being used and restore and
>         reclaim the surface sites thereof.
>         (c) All material environmental and health and safety permits, licenses,
>         approvals, consents, certificates and other authorizations of any kind or nature ("Environmental
>         Permits") necessary to be held by Big Horn for the ownership, operation,
>         development, maintenance, or use of any of the assets of Big Horn have been obtained and
>         maintained in effect.
>         (d) Big Horn, its assets and the ownership, operation, development,
>         maintenance and use of its assets are in material compliance with all environmental laws
>         and with all material terms and conditions of all Environmental Permits.
>     4.25 Tax Matters
>     (a) All Returns required to be filed by or on behalf of Big
>         Horn or any of its subsidiaries have been duly filed on a timely basis and such Returns
>         are true, complete and correct in all material respects. All Taxes shown to be payable on
>         the Returns or on subsequent assessments with respect thereto have been paid in full on a
>         timely basis, and no other Taxes are payable by Big Horn or any of its subsidiaries with
>         respect to items or periods covered by such Returns.
>         (b) For all periods covered by the filed tax returns disclosed in the
>         Disclosed Information, Westlinks has been furnished by Big Horn true and complete copies
>         of (i) the relevant portions of income tax audit reports, statements of deficiencies,
>         closing or other agreements received by Big Horn or on behalf of Big Horn relating to
>         Taxes and, (ii) all federal, provincial, state, local or foreign income or franchise
>         tax returns for Big Horn.
>         (c) No material deficiencies exist or have been asserted with respect
>         to Taxes of Big Horn. Big Horn is not a party to any action or proceeding for assessment
>         or collection of Taxes, nor has such event been asserted or threatened against Big Horn or
>         any of its assets. No waiver or extension of any statute of limitations is in effect with
>         respect to Taxes or Returns of Big Horn or any of its subsidiaries. Except as disclosed in
>         the Disclosed Information, the Returns of Big Horn have not been audited by a government
>         or taxing authority since Big Horn's incorporation, nor is any such audit in process,
>         pending or, to the knowledge of Big Horn, threatened.
>     4.26 Debt and Working Capital

As at March 31, 2001, Big Horn's consolidated debt (other than trade
debt) was $6,200,000 and its working capital deficit (calculated as current assets minus
current liabilities, both determined in accordance with Canadian generally accepted
accounting principles) was $509,000.

Article 5CONDUCT OF BUSINESS

> 5.1 Conduct of Business

Each of Big Horn and Westlinks covenants and agrees that, during the
period from the date of this Agreement until the earlier of: (i) the Effective Time;
or (ii) the date that this Agreement is terminated, except as required by law or as
otherwise expressly permitted or specifically contemplated by this Agreement:

> (a) it shall conduct its business only in the usual and ordinary course
>         of business and consistent with past practice, and shall use all commercially reasonable
>         efforts to maintain and preserve its business, assets, employees and advantageous business
>         relationships, provided that each of Big Horn and Westlinks shall be entitled and
>         authorized to comply with all pre-emptive rights, first purchase rights or rights of first
>         refusal that are applicable to any of their respective assets and that become operative by
>         virtue of this Agreement or any of the transactions contemplated by this Agreement;
>         (b) it shall not: (i) amend its Governing Documents;
>         (ii) declare, set aside or pay any dividend or make any other distribution or payment
>         (whether in cash, shares or property) in respect of its outstanding shares;
>         (iii) issue or agree to issue any shares, or securities convertible into or
>         exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares other
>         than pursuant to the exercise of outstanding stock options or pursuant to other existing
>         obligations to issue shares; (iv) redeem, purchase or otherwise acquire any of its
>         outstanding shares or other securities; (v) split, combine or reclassify any of its
>         shares; (vi) adopt a plan of liquidation or resolutions providing for its
>         liquidation, dissolution, merger, consolidation or reorganization; or (vii) enter
>         into or modify any contract, agreement, commitment or arrangement with respect to any of
>         the foregoing, except as otherwise permitted by this Agreement or agreed to in writing by
>         the other party hereto;
>         (c) it shall not create any new Officer Obligations and, except with
>         respect to payment of the existing Officer Obligations (from which it shall make
>         appropriate withholdings as required by applicable tax laws), it shall not grant to any
>         officer or director an increase in compensation in any form, grant any general salary
>         increase other than in accordance with the requirements of any existing agreements, grant
>         to any other employee any increase in compensation in any form other than routine
>         increases in the ordinary course of business, or make any loan to any officer or director;
>         (d) it shall not, without the prior written consent of the other, adopt
>         or amend or make any contribution to any bonus, profit sharing, option, deferred
>         compensation, insurance, incentive compensation, other compensation or other similar plan,
>         agreement, trust, fund or arrangements for the benefit of employees, except as is
>         necessary to comply with the law or with respect to existing provisions of any such plans,
>         programs, arrangements or agreements;
>         (e) it shall not take any actions which would or might be reasonably
>         expected to materially impede or otherwise frustrate the completion of the Arrangement;
>         and
>         (f) it shall refrain from taking any action that would render, or that
>         reasonably may be expected to render, any representation or warranty made by it in this
>         Agreement untrue in any material respect.
>     5.2 Integration of Operations

From and after the mailing of the Proxy Circular, each of Big Horn and
Westlinks and their respective representatives will be permitted reasonable access to each
other's offices and management personnel to permit them to be in a position to
expeditiously integrate the business and operations of Big Horn with those of Westlinks
immediately upon but not prior to, the Effective Time, provided the activities of either
party pursuant to this Section 5.2 do not cause any unreasonable disruptions to the
other party's business or operations prior to the Effective Time.

Article 6Covenants of BIG HORN

> 6.1 Interim
>     Order

As soon as practicable, Big Horn, together with Subco, shall file,
proceed with and diligently prosecute an application to the Court for the Interim Order on
terms and conditions acceptable to Westlinks and Subco, acting reasonably.

> 6.2 Big Horn
>     Meeting

In a timely and expeditious manner, Big Horn shall:

> (a) forthwith carry out such terms of the Interim Order as are required
>         under the terms thereof to be carried out by Big Horn;
>         (b) prepare, in consultation with Westlinks and Subco, and file the
>         Proxy Circular in all jurisdictions where the Proxy Circular is required to be filed and
>         mail the Proxy Circular, as ordered by the Interim Order and in accordance with all
>         applicable Laws, in all jurisdictions where the Proxy Circular is required to be mailed,
>         complying in all material respects with all applicable Laws on the date of mailing thereof
>         and containing full, true and plain disclosure of all material facts relating to the
>         Arrangement and Big Horn and not containing any misrepresentation (as defined under
>         applicable securities laws) with respect thereto;
>         (c) convene the Big Horn Meeting as soon as practicable and in any
>         event by no later than July 31, 2001 as ordered by the Interim Order and will solicit
>         proxies to be voted at the Big Horn Meeting in favour of the Arrangement;
>         (d) provide notice to Westlinks and Subco of the Big Horn Meeting and
>         allow representatives of each of Westlinks and Subco to attend the Big Horn Meeting unless
>         such attendance is prohibited by the Interim Order;
>         (e) conduct the Big Horn Meeting in accordance with the Interim Order,
>         the CBCA, the Big Horn Governing Documents and as otherwise required by applicable Laws;
>         and
>         (f) take all such actions as may be required under the CBCA in
>         connection with the transactions contemplated by this Agreement and the Plan of
>         Arrangement.
>     6.3 Amendments

In a timely and expeditious manner, Big Horn shall prepare, in
consultation with Westlinks and Subco, and file any mutually agreed (or otherwise required
by applicable Laws) amendments or supplements to the Proxy Circular with respect to the
Big Horn Meeting and mail such amendments or supplements, as required by the Interim Order
and in accordance with all applicable Laws, in all jurisdictions where such amendments or
supplements are required to be mailed, complying in all material respects with all
applicable legal requirements on the date of mailing thereof.

> 6.4 Final
>     Order

Subject to the approval of the Arrangement at the Big Horn Meeting in
accordance with the provisions of the Interim Order, Big Horn shall forthwith file,
proceed with and diligently prosecute an application for the Final Order.

> 6.5 Articles
>     of Arrangement

Big Horn shall forthwith carry out the terms of the Interim Order and
the Final Order and, on a Business Day following the receipt of the Final Order and the
satisfaction or waiver of the conditions in favour of Big Horn, Westlinks and Subco to be
agreed by Westlinks and Big Horn, file the Articles of Arrangement with the Director in
order for the Arrangement to become effective.

> 6.6 Copy of
>     Documents

Except for proxies and other non-substantive communications, Big Horn
shall, as soon as reasonably possible, furnish to Westlinks and Subco a copy of each
notice, report, schedule or other document or communication delivered, filed or received
by Big Horn in connection with the Arrangement, the Interim Order or the Big Horn Meeting
or any other meeting at which all Big Horn Shareholders are entitled to attend, any
filings under applicable Laws and any dealings with regulatory agencies in connection
with, or in any way affecting, the transactions contemplated in this Agreement.

> 6.7 Insurance

Big Horn shall use its reasonable commercial efforts to cause its
current insurance (or re-insurance) policies not to be cancelled or terminated or any of
the coverage thereunder to lapse, unless simultaneously with such termination,
cancellation or lapse, replacement policies underwritten by insurance and re-insurance
companies of nationally recognized standing providing coverage equal to or greater than
the coverage under the cancelled, terminated or lapsed policies for substantially similar
premiums are in full force and effect.

> 6.8 Certain Actions

Big Horn shall:

> (a) not take any action that would interfere with or be inconsistent
>         with the completion of the transactions contemplated hereunder or would render, or that
>         reasonably may be expected to render, any representation or warranty made by Big Horn in
>         this Agreement untrue in any material respect at any time prior to the Effective Time if
>         then made; and
>         (b) promptly notify Westlinks and Subco of (A) any Material Adverse
>         Change, or any change which could reasonably be expected to become a Material Adverse
>         Change, in respect of the business or in the conduct of the business of Big Horn, (B) any
>         material Governmental Entity or third person complaints, investigations or hearings (or
>         communications indicating that the same may be contemplated), (C) any breach by Big Horn
>         of any covenant or agreement contained in this Agreement, and (D) any event occurring
>         subsequent to the date hereof that would render any representation or warranty of Big Horn
>         contained in this Agreement, if made on or as of the date of such event or the Effective
>         Date, to be untrue or incorrect in any material respect.
>     6.9 No
>     Compromise

Big Horn shall not settle or compromise any claim brought by any
present, former or purported holder of any securities of Big Horn in connection with the
transactions contemplated by this Agreement prior to the Effective Time without the prior
written consent of Westlinks and Subco, such consent not to be unreasonably withheld or
delayed.

> 6.10 Contractual
>     Obligations

Except in the ordinary course of business and consistent with past
practice, or except as disclosed prior to the date hereof in writing to Westlinks and
Subco or as required by applicable Laws, Big Horn shall not modify in any respect any
contract, agreement, commitment or arrangement to which Big Horn is a party or by which it
is bound.

> 6.11 Satisfaction
>     of Conditions

Big Horn shall use all commercially reasonable efforts to satisfy or
cause the satisfaction of the conditions precedent to its obligations and the obligations
of Westlinks and Subco hereunder set forth in Article 9 hereof to the extent that the same
is within its control and to take, or cause to be taken, all other action and to do, or
cause to be done, all other things necessary, proper or advisable under all applicable
Laws to complete the transactions contemplated by this Agreement, including using its
commercially reasonable efforts to:

> (a) obtain the approval of Big Horn Shareholders to the Arrangement,
>         subject to the proviso set forth in section 6.15 hereof;
>         (b) obtain all other consents, approvals and authorizations as are
>         required to be obtained by Big Horn under any applicable Law or from any Governmental
>         Entity which would, if not obtained, materially impede the completion of the transactions
>         contemplated hereby or have a Material Adverse Effect on Big Horn;
>         (c) effect all necessary registrations, filings and submissions of
>         information requested by Governmental Entities required to be effected by it in connection
>         with the transactions contemplated by this Agreement and participate, and appear in any
>         proceedings of, any party hereto before any Governmental Entity;
>         (d) oppose, lift or rescind any injunction or restraining order or
>         other order or action challenging or affecting this Agreement, the transactions
>         contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of
>         the parties hereto to consummate, the transactions contemplated hereby;
>         (e) fulfil all conditions and satisfy all provisions of this Agreement
>         and the Plan of Arrangement required to be fulfilled or satisfied by Big Horn; and
>         (f) co-operate with Westlinks and Subco in connection with the
>         performance by each of them of their obligations hereunder.
>     6.12 Refrain
>     from Certain Actions

Big Horn shall not take any action, refrain from taking any action
(subject to its commercially reasonable efforts), or permit any action to be taken or not
taken, inconsistent with this Agreement or which would reasonably be expected to
materially impede the completion of the transactions contemplated hereby or which would
have a Material Adverse Effect on Big Horn, provided that where Big Horn is required to
take any such action or refrain from taking such action (subject to its commercially
reasonable efforts) as a result of this Agreement, Big Horn shall immediately notify
Westlinks and Subco in writing of such circumstances.

> 6.13 Co-operation

Big Horn shall make, or co-operate as necessary in the making of, all
other necessary filings and applications under all applicable Laws required in connection
with the transactions contemplated hereby and take all reasonable action necessary to be
in compliance with such Laws.

> 6.14 Closing
>     Documents

Big Horn shall execute and deliver, deliver or cause to be delivered at
the closing of the transactions contemplated hereby such customary certificates,
resolutions and other closing documents as may be required by the other parties hereto,
acting reasonably.

> 6.15 Non-Solicitation

Subject to section 6.16, Big Horn covenants and agrees that, during the
period from the date of this Agreement until the earlier of: (i) the Effective Time;
or (ii) the date that this Agreement is terminated, except with the written consent
Westlinks or as otherwise expressly permitted or specifically contemplated by this
Agreement Big Horn shall:

> (a) immediately cease and cause to be terminated any existing
>         discussions or negotiations or other proceedings initiated prior to the date hereof by Big
>         Horn, or its officers, directors, employees, financial advisors, representatives and
>         agents ("Representatives") or others with respect to any proposed
>         Acquisition Proposal;
>         (b) not directly or indirectly, solicit, initiate or encourage
>         (including by way of furnishing information) any inquiries or the making of any proposal
>         that constitutes or may reasonably be expected to lead to an Acquisition Proposal from any
>         person, or engage in any discussion, negotiations or inquiries relating thereto or accept
>         any Acquisition Proposal;
>         (c) not release any person from any confidentiality or standstill
>         agreement to which Big Horn and such person are parties or amend any such agreement; and
>         (d) exercise all rights to require the return of information regarding
>         Big Horn previously provided to such persons and shall exercise all rights to require the
>         destruction of all materials including or incorporating any information regarding Big
>         Horn.

Notwithstanding the above, Big Horn may:

> (a) engage in discussions or negotiations with any person who (without
>         any solicitation, initiation or encouragement, directly or indirectly, by Big Horn, or the
>         Representatives) seeks to initiate such discussions or negotiations and may furnish such
>         third person information concerning Big Horn and its business, properties and assets if,
>         and only to the extent that:
>         (i) the other person has first made a Superior Proposal and Big Horn's
>             board of directors has concluded in good faith, after considering applicable law and
>             receiving the written advice of its counsel, that such action is required by the Big Horn
>             board of directors to comply with fiduciary duties under applicable law;
>             (ii) prior to furnishing such information to or entering into
>             discussions or negotiations with such person or entity, Big Horn provides immediate notice
>             orally and in writing to Westlinks specifying that it is furnishing information to or
>             entering into discussions or negotiations with such person or entity in respect to a
>             Superior Proposal, receives from such person or entity an executed confidentiality
>             agreement having confidentiality and standstill terms substantially similar to those
>             contained in the Confidentiality Agreement, and provides Westlinks with a copy of such
>             Superior Proposal and any amendments thereto and confirming in writing the determination
>             of Big Horn's board of directors that the Acquisition Proposal if completed would
>             constitute a Superior Proposal;
>             (iii) Big Horn provides immediate notice to Westlinks at such time as
>             it or such person or entity terminates any such discussions or negotiations; and
>             (iv) Big Horn immediately provides or makes available to Westlinks any
>             information provided to any such person or entity whether or not previously made available
>             to Westlinks;
>         (b) comply with Part 13 of the Securities Act (Alberta)
>         with regard to a tender or exchange offer, if applicable, and similar rules under
>         applicable Canadian securities laws relating to the provision of directors' circulars, and
>         make appropriate disclosure with respect thereto to Big Horn Shareholders; and
>         (c) accept, recommend, approve or implement a
>         Superior Proposal from a third person, but only (in the case of this section 6.15(c)) if
>         prior to such acceptance, recommendation, approval or implementation, Big Horn's board of
>         directors shall have concluded in good faith, after considering all proposals to adjust
>         the terms and conditions of this Agreement and the Arrangement which may be offered by
>         Westlinks during the three Business Day notice period set forth below and after receiving
>         the written advice of its counsel, that such action is required by the Big Horn board of
>         directors to comply with fiduciary duties under applicable law.

Big Horn shall give to Westlinks, orally and in writing, at least three
Business Days advance notice of any decision by the board of directors of Big Horn to
accept, recommend, approve or implement a Superior Proposal, which notice shall identify
the party making the Superior Proposal and shall provide a true and complete copy thereof
and any amendments thereto. In addition, Big Horn shall and shall cause its financial and
legal advisors to negotiate in good faith with Westlinks to make such adjustments in the
terms and conditions of this Agreement and the Arrangement as would enable Big Horn to
proceed with the Arrangement as amended rather than the Superior Proposal. In the event
Westlinks proposes to amend this Agreement and the Arrangement to provide substantially
equivalent or superior value to that provided under the Superior Proposal within the three
Business Days time period specified above, then Big Horn shall not enter into any
definitive agreement regarding the Superior Proposal.

> 6.16 Idem

Notwithstanding the above, section 6.15 shall not apply to Big Horn
with respect to (a) negotiations involving a possible combination of Big Horn with a
royalty trust, and(b) negotiations with any other person regarding a business combination
or other transaction to the extent such process or negotiations were commenced prior to
the date of this Agreement. Westlinks understands that Big Horn has entered into
discussions with certain parties relating to one or more such transactions. Big Horn
agrees that, during the term of this Agreement, it shall not enter into any binding
agreement with such parties relating to any such transaction except with the prior written
consent of Westlinks, not to be unreasonably withheld.

Article 7COVENANTS OF WESTLINKS AND SUBCO

> 7.1 Proceedings

In a timely and expeditious manner, Westlinks and Subco shall take all
such steps and do all such acts and things as are specified in the Interim Order, the Plan
of Arrangement and the Final Order to be taken or done by Westlinks and Subco, as
applicable.

> 7.2 Proxy
>     Circular

In a timely and expeditious manner, Westlinks and Subco shall provide
to Big Horn all information as may be reasonably requested by Big Horn or as required by
the Interim Order or applicable Laws with respect to Westlinks and Subco and their
respective businesses and properties for inclusion in the Proxy Circular or in any
amendments or supplements to the Proxy Circular complying in all material respects with
all applicable Laws on the date of mailing thereof and containing all material facts
relating to Westlinks and Subco required to be disclosed in the Proxy Circular and not
containing any misrepresentation (as defined under applicable securities laws) with
respect thereto.

> 7.3 Performance

Westlinks shall, as sole shareholder of Subco, vote in favour of the
Arrangement and shall take all necessary action to cause Subco to perform all of its
obligations hereunder. In addition, Westlinks shall, immediately prior to the Effective
Date provide Subco with the necessary funds to enable the successor corporation to Subco
to redeem all of the Special Shares issued to Big Horn Shareholders as part of the
Arrangement.

> 7.4 Copy of
>     Documents

Except for non-substantive communications, Westlinks shall, as soon as
reasonably possible, furnish to Big Horn a copy of each notice, report, schedule or other
document or communication delivered, filed or received by Westlinks or Subco in connection
with the Arrangement or the Interim Order, any filings under applicable Laws and any
dealings with regulatory agencies in connection with, or in any way affecting, the
transactions contemplated in this Agreement.

> 7.5 Insurance

Westlinks shall use its reasonable commercial efforts to cause its
current insurance (or re-insurance) policies not to be cancelled or terminated or any of
the coverage thereunder to lapse, unless simultaneously with such termination,
cancellation or lapse, replacement policies underwritten by insurance and re-insurance
companies of nationally recognized standing providing coverage equal to or greater than
the coverage under the cancelled, terminated or lapsed policies for substantially similar
premiums are in full force and effect.

> 7.6 Certain
>     Actions

Westlinks shall:

> (a) not take any action, or permit Subco to take any action, that would
>         interfere with or be inconsistent with the completion of the transactions contemplated
>         hereunder or would render, or that reasonably may be expected to render, any
>         representation or warranty made by Westlinks or Subco in this Agreement untrue in any
>         material respect at any time prior to the Effective Time if then made; and
>         (b) promptly notify Big Horn of (A) any Material Adverse Change, or any
>         change which could reasonably be expected to become a Material Adverse Change, in respect
>         of the business or in the conduct of the business of Westlinks, (B) any material
>         Governmental Entity or third person complaints, investigations or hearings (or
>         communications indicating that the same may be contemplated), (C) any breach by Westlinks
>         or Subco of any covenant or agreement contained in this Agreement, and (D) any event
>         occurring subsequent to the date hereof that would render any representation or warranty
>         of Westlinks or Subco contained in this Agreement, if made on or as of the date of such
>         event or the Effective Date, to be untrue or incorrect in any material respect.
>     7.7 No
>     Compromise

Westlinks shall not settle or compromise any claim brought by any
present, former or purported holder of any securities of Westlinks in connection with the
transactions contemplated by this Agreement prior to the Effective Time without the prior
written consent of Big Horn, such consent not to be unreasonably withheld or delayed.

> 7.8 Contractual
>     Obligations

Except in the ordinary course of business and consistent with past
practice, or except as disclosed prior to the date hereof in writing to Big Horn or as
required by applicable Laws, Westlinks shall not modify in any respect any contract,
agreement, commitment or arrangement to which Westlinks is a party or by which it is
bound.

> 7.9 Satisfaction
>     of Conditions

Westlinks and Subco shall use all commercially reasonable efforts to
satisfy or cause the satisfaction of the conditions precedent to their obligations and the
obligations of Big Horn hereunder set forth in Article 9 hereof to the extent the same is
within their control and to take, or cause to be taken, all other actions and to do, or
cause to be done, all other things necessary, proper or advisable under all applicable
Laws to complete the transactions contemplated by this Agreement, including using their
commercially reasonable efforts to:

> (a) obtain all consents, approvals and authorizations as are required
>         to be obtained by them under any applicable Law or from any Governmental Entity which
>         would, if not obtained, materially impede the completion of the transactions contemplated
>         hereby or have a Material Adverse Effect on Westlinks or Subco;
>         (b) effect all necessary registrations, filings and submissions of
>         information requested by Governmental Entities required to be effected by them in
>         connection with the transactions contemplated by this Agreement and participate, and
>         appear in any proceedings of, any party hereto before any Governmental Entity;
>         (c) oppose, lift or rescind any injunction or restraining order or
>         other order or action challenging or affecting this Agreement, the transactions
>         contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of
>         the parties hereto to consummate, the transactions contemplated hereby;
>         (d) fulfil all conditions and satisfy all provisions of this Agreement
>         and the Plan of Arrangement required to be fulfilled or satisfied by them; and
>         (e) co-operate with Big Horn in connection with the performance by Big
>         Horn of its obligations hereunder.
>     7.10 Refrain
>     from Certain Actions

Westlinks shall not, and shall not permit Subco to, take any action,
refrain from taking any action (subject to its commercially reasonable efforts), or permit
any action to be taken or not taken, inconsistent with this Agreement or which would
reasonably be expected to materially impede the completion of the transactions
contemplated hereby or which would have a Material Adverse Effect on Westlinks, provided
that where either Westlinks or Subco is required to take any such action or refrain from
taking such action (subject to its commercially reasonable efforts) as a result of this
Agreement, they shall immediately notify Big Horn in writing of such circumstances.

> 7.11 Indemnity
>     of Directors

Westlinks agrees that if it acquires control of Big Horn it shall cause
Big Horn to fulfil its obligations pursuant to indemnities provided or available to past
and present officers and directors of Big Horn pursuant to the provisions of the Big Horn
Governing Documents, applicable corporate legislation and any written indemnity agreements
between any of Big Horn and its past and current officers and directors.

> 7.12 Westlinks'
>     Board of Directors

As soon as practicable following the Effective Time on the Effective
Date, Westlinks shall use reasonable commercial efforts to ensure that members of its
board of directors resign such that Westlinks' boards of directors may be reconstituted to
consist of five (5) persons. Three of such persons shall be nominees of the current board
of directors of Westlinks and the remaining two shall be nominees of the current board of
directors of Big Horn. Westlinks shall use reasonable commercial efforts to cause the
election of the nominees of Big Horn to fill the vacancies so created in order to effect
the foregoing without the necessity of a shareholder meeting.

> 7.13 Co-operation

Westlinks and Subco shall make, or co-operate as necessary in the
making of, all other necessary filings and applications under all applicable Laws required
in connection with the transactions contemplated hereby and take all reasonable action
necessary to be in compliance with such Laws.

> 7.14 Closing
>     Documents

Westlinks and Subco shall execute and deliver, deliver or cause to be
delivered at the closing of the transactions contemplated hereby such customary
certificates, resolutions and other closing documents as may be required by the other
parties hereto, acting reasonably.

> 7.15 Non-Solicitation - Westlinks

Westlinks covenants and agrees that, during the period from the date of
this Agreement until the earlier of: (i) the Effective Time; or (ii) the date
that this Agreement is terminated, except with the written consent of Big Horn or as
otherwise expressly permitted or specifically contemplated by this Agreement Westlinks
shall:

> (a) immediately cease and cause to be terminated any existing
>         discussions or negotiations or other proceedings initiated prior to the date hereof by
>         Westlinks, or its officers, directors, employees, financial advisors, representatives and
>         agents ("Representatives") or others with respect to any proposed
>         Acquisition Proposal;
>         (b) not directly or indirectly, solicit, initiate or encourage
>         (including by way of furnishing information) any inquiries or the making of any proposal
>         that constitutes or may reasonably be expected to lead to a Acquisition Proposal from any
>         person, or engage in any discussion, negotiations or inquiries relating thereto or accept
>         any Acquisition Proposal;
>         (c) not release any person from any confidentiality or standstill
>         agreement to which Westlinks and such person are parties or amend any such agreement; and
>         (d) exercise all rights to require the return of information regarding
>         Westlinks previously provided to such persons and shall exercise all rights to require the
>         destruction of all materials including or incorporating any information regarding
>         Westlinks.

Notwithstanding the above, Westlinks may:

> (a) engage in discussions or negotiations with any person who (without
>         any solicitation, initiation or encouragement, directly or indirectly, by Westlinks, or
>         its Representatives) seeks to initiate such discussions or negotiations and may furnish
>         such third person information concerning Westlinks and its business, properties and assets
>         if, and only to the extent that:
>         (i) the other person has first made a bona fide written
>             Acquisition Proposal and Westlinks' board of directors has concluded in good faith, after
>             considering applicable law and receiving the written advice of its counsel, that such
>             action is required by the Westlinks board of directors to comply with fiduciary duties
>             under applicable law;
>             (ii) prior to furnishing such information to or entering into
>             discussions or negotiations with such person or entity, Westlinks provides immediate
>             notice orally and in writing to Big Horn specifying that it is furnishing information to
>             or entering into discussions or negotiations with such person or entity in respect to an
>             Acquisition Proposal, receives from such person or entity an executed confidentiality
>             agreement having confidentiality and standstill terms substantially similar to those
>             contained in the Confidentiality Agreement, and provides Big Horn with a copy of such
>             Acquisition Proposal and any amendments thereto;
>             (iii) Westlinks provides immediate notice to Big Horn at such time as
>             it or such person or entity terminates any such discussions or negotiations; and
>             (iv) Westlinks immediately provides or makes available to Big Horn any
>             information provided to any such person or entity whether or not previously made available
>             to Big Horn;
>         (b) comply with Part 13 of the Securities Act (Alberta)
>         with regard to a tender or exchange offer, if applicable, and similar rules under
>         applicable Canadian securities laws relating to the provision of directors' circulars, and
>         make appropriate disclosure with respect thereto to Westlinks' shareholders; and
>         (c) accept, recommend, approve or implement an
>         Acquisition Proposal from a third person, but only (in the case of this clause
>         7.15(c)) if prior to such acceptance, recommendation, approval or implementation,
>         Westlinks' board of directors shall have concluded in good faith, after receiving the
>         written advice of its counsel, that such action is required by the Westlinks board of
>         directors to comply with fiduciary duties under applicable law.

Article 8MUTUAL COVENANTS

> 8.1 Management and Employees

The parties acknowledge and agree that
following the Effective Time on the Effective Date all of the existing employees and
contractors of Big Horn shall continue to work for the corporation formed upon the
amalgamation of Big Horn and Subco or Westlinks.

With respect to the employees and contractors of Westlinks, Big Horn
shall advise Westlinks which employees and contractors, if any, it wishes Westlinks to
retain. Except for those employees and/or contractors in respect of which Big Horn so
advises, Westlinks shall terminate the employment or contract of all its employees and
contractors immediately prior to the Effective Time on the Effective Date on terms
satisfactory to Big Horn, acting reasonably.

The parties acknowledge and agree that certain employees of Big Horn
are entitled to the benefit of change of control provisions contained in their respective
employment agreements with Big Horn as set out in Schedule D hereto. In this regard, Big
Horn covenants and agrees that it shall use reasonable commercial efforts to have all such
employees agree to waive their entitlement to receive such benefits as a result of the
consummation of the Arrangement.

Article 9Conditions

> 9.1 Mutual Conditions

The respective obligations of Big Horn, Westlinks and Subco to complete
the transactions contemplated hereby are subject to the fulfilment of the following
conditions at or before the Effective Time or such other time as is specified below:

> (a) the Interim Order shall have been granted
>         in form and substance satisfactory to the parties hereto, acting reasonably, and shall not
>         have been set aside or modified in a manner unacceptable to the parties hereto, acting
>         reasonably, on appeal or otherwise;
>         (b) the Arrangement, with or without amendment,
>         shall have been approved at the Big Horn Meeting by the Big Horn Shareholders in
>         accordance with the provisions of the CBCA, the Interim Order and the requirements of any
>         applicable regulatory authorities;
>         (c) the Final Order shall have been granted in form and substance
>         satisfactory to the parties hereto, acting reasonably, and shall not have been set aside
>         or modified in a manner unacceptable to such parties, acting reasonably, on appeal or
>         otherwise;
>         (d) the Articles of Arrangement shall be in form and substance
>         satisfactory to the parties hereto, acting reasonably;
>         (e) the Effective Date shall be on or before August 7, 2001, subject to
>         any extension available to a party hereto pursuant to section 9.4 hereof;
>         (f) there shall not be in force any Law, ruling, order or decree, and
>         there shall not have been any action taken under any Law or by any Governmental Entity or
>         other regulatory authority, that makes it illegal or otherwise directly or indirectly
>         restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the
>         terms hereof or results or could reasonably be expected to result in a judgment, order,
>         decree or assessment of damages, directly or indirectly, relating to the Arrangement which
>         is materially adverse to Westlinks, Subco or Big Horn;
>         (g) the CDNX and NASDAQ shall have conditionally approved the listing
>         thereon of the Westlinks Common Shares to be issued pursuant to the Arrangement as of the
>         Effective Date, or as soon as possible thereafter, subject to compliance with the usual
>         requirements of the CDNX and NASDAQ;
>         (h) all consents, waivers, permits, exemptions, orders and approvals
>         of, and any registrations and filings with, any Governmental Entity (other than as
>         contemplated in subsection 9.1(a) hereof) and the expiry of any waiting periods, in
>         connection with, or required to permit, the completion of the Arrangement, the failure of
>         which to obtain or the non-expiry of which would be materially adverse to Big Horn,
>         Westlinks or Subco or materially impede the completion of the Arrangement, shall have been
>         obtained or received on terms that are reasonably satisfactory to each party hereto;
>         (i) without limiting the scope of the foregoing conditions, all
>         regulatory, third person and other consents, waivers, permits, exemptions, orders,
>         approvals, agreements and amendments and modifications to agreements, indentures or
>         arrangements which either Big Horn or Westlinks shall consider necessary or desirable in
>         connection with the Arrangement shall have been obtained in form satisfactory to them; and
>         (j) this Agreement shall not have been terminated pursuant to Article
>         10 hereof.

The foregoing conditions are for the mutual benefit of the parties
hereto and may be waived, in whole or in part, by a party hereto in writing at any time.
If any of such conditions shall not be complied with or waived as aforesaid on or before
August 7, 2001 or, if earlier, the date required for the performance thereof, then,
subject to section 9.4 hereof, a party hereto may rescind and terminate this Agreement by
written notice to the other of them in circumstances where the failure to satisfy any such
condition is not the result, directly or indirectly, of a material breach of this
Agreement by such rescinding party hereto.

> 9.2 Big Horn Conditions

The obligation of Big Horn to complete the transactions contemplated
herein is subject to the fulfilment of the following additional conditions at or before
the Effective Time or such other time as is specified below:

> (a) the representations and warranties made by Westlinks and Subco in
>         this Agreement which are qualified by the expression "Material Adverse Change"
>         or "Material Adverse Effect" shall be true and correct as of the Effective Date
>         as if made on and as of such date (except to the extent that such representations and
>         warranties speak as of an earlier date, in which event such representations and warranties
>         shall be true and correct as of such earlier date), and all other representations and
>         warranties made by Westlinks and Subco in this Agreement which are not so qualified shall
>         be true and correct in all material respects as of the Effective Date as if made on and as
>         of such date (except to the extent that such representations and warranties speak as of an
>         earlier date, in which event such representations and warranties shall be true and correct
>         as of such earlier date), and each of Westlinks and Subco shall have provided to Big Horn
>         an officer's certificate thereof certifying such accuracy on the Effective Date;
>         (b) each employee of Westlinks which Big Horn has indicated that it
>         does not wish to retain pursuant to section 8.1 shall have resigned or been terminated
>         effective as of the Effective Date and shall have executed and delivered a release in form
>         satisfactory to Big Horn, acting reasonably;
>         (c) the board of directors of Big Horn shall have received a fairness
>         opinion in form and substance reasonably satisfactory to the board of directors of Big
>         Horn;
>         (d) the directors of each of Westlinks and Subco shall have adopted all
>         necessary resolutions and all other necessary corporate action shall have been taken by
>         each of Westlinks and Subco to permit the consummation of the Arrangement; and
>         (e) each of Westlinks and Subco shall have complied in all material
>         respects with their covenants herein and each of Westlinks and Subco shall have provided
>         to Big Horn an officer's certificate certifying that they have so complied with their
>         covenants herein.

The foregoing conditions are for the benefit of Big Horn and may be
waived, in whole or in part, by Big Horn in writing at any time. If any of such conditions
shall not be complied with or waived by Big Horn on or before August 7, 2001 or, if
earlier, the date required for the performance thereof, then, subject to section 9.4
hereof, Big Horn may rescind and terminate this Agreement by written notice to Westlinks
and Subco in circumstances where the failure to satisfy any such condition is not the
result, directly or indirectly, of a material breach of this Agreement by Big Horn.

> 9.3 Westlinks and Subco Conditions

The obligation of Westlinks and Subco to complete the transactions
contemplated herein is subject to the fulfilment of the following additional conditions at
or before the Effective Time or such other time as is specified below:

> (a) the representations and warranties made by Big Horn in this
>         Agreement which are qualified by the expression "Material Adverse Change" or
>         "Material Adverse Effect" shall be true and correct as of the Effective Date as
>         if made on and as of such date (except to the extent that such representations and
>         warranties speak as of an earlier date, in which event such representations and warranties
>         shall be true and correct as of such earlier date), and all other representations and
>         warranties made by Big Horn in this Agreement which are not so qualified shall be true and
>         correct in all material respects as of the Effective Date as if made on and as of such
>         date (except to the extent that such representations and warranties speak as of an earlier
>         date, in which event such representations and warranties shall be true and correct as of
>         such earlier date), and Big Horn shall have provided to each of Westlinks and Subco an
>         officer's certificate certifying such accuracy on the Effective Date;
>         (b) Big Horn shall have complied in all material respects with its
>         covenants herein, and Big Horn shall have provided to each of Westlinks and Subco an
>         officer's certificate certifying that Big Horn has so complied with its covenants herein;
>         (c) those employees of Big Horn who are entitled to the benefit of any
>         change of control provision in their respective employment contracts shall have waived
>         such entitlement as it relates to the Arrangement;
>         (d) Big Horn Shareholders holding in the aggregate five (5.0%) per cent
>         or less of the outstanding Big Horn Common Shares shall have exercised the right to
>         dissent contemplated by section 5.1 of the Plan of Arrangement and Westlinks shall have
>         received an officer's certificate dated the day immediately preceding the Effective Date
>         of Big Horn to such effect; and
>         (e) the directors of Big Horn shall have adopted all necessary
>         resolutions and all other necessary corporate action shall have been taken by Big Horn to
>         permit the consummation of the Arrangement.

The foregoing conditions are for the benefit of Westlinks and Subco and
may be waived, in whole or in part, by Westlinks and Subco in writing at any time. If any
of such conditions shall not be complied with or waived by Westlinks and Subco on or
before August 7, 2001 or, if earlier, the date required for the performance thereof, then,
subject to section 9.4 hereof, Westlinks and Subco may rescind and terminate this
Agreement by written notice to Big Horn in circumstances where the failure to satisfy any
such condition is not the result, directly or indirectly, of a material breach of this
Agreement by Westlinks or Subco.

> 9.4 Notice and Cure Provisions

Each party hereto shall give prompt notice to the others hereto of the
occurrence, or failure to occur, at any time from the date hereof until the Effective
Date, of any event or state of facts which occurrence or failure would, or would be likely
to:

> (a) cause any of the representations or warranties of any other party
>         hereto contained herein to be untrue or inaccurate in any material respect on the date
>         hereof or on the Effective Date;
>         (b) result in the failure to comply with or satisfy any covenant or
>         agreement to be complied with or satisfied by any other party hereto prior to the
>         Effective Date; or
>         (c) result in the failure to satisfy any of the conditions precedent in
>         its favour contained in sections 9.1, 9.2 or 9.3 hereof, as the case may be.

Subject as herein provided, a party hereto may elect not to complete
the transactions contemplated hereby pursuant to the conditions contained in sections 9.1,
9.2 or 9.3 hereof or exercise any termination right arising therefrom; provided, however,
that (i) promptly and in any event prior to the sending of the Articles of Arrangement to
the Director, the party hereto intending to rely thereon has delivered a written notice to
the other parties hereto specifying in reasonable detail the breaches of covenants or
representations and warranties or other matters which the party hereto delivering such
notice is asserting as the basis for the non-fulfilment of the applicable condition or
termination right, as the case may be, and (ii) if any such notice is delivered, and a
party hereto is proceeding diligently, at its own expense, to cure such matter, if such
matter is susceptible to being cured, the party hereto which has delivered such notice may
not terminate this Agreement until the later of August 7, 2001 and the expiration of a
period of 30 days from date of delivery of such notice. If such notice has been delivered
prior to the date of the Big Horn Meeting, the Big Horn Meeting shall be postponed until
the expiry of such period.

> 9.5 Merger of
>     Conditions

The conditions set out in sections 9.1, 9.2 or 9.3 hereof shall be
conclusively deemed to have been satisfied, waived or released upon the issue of a
certificate in respect of the Articles of Arrangement under the CBCA. Big Horn
acknowledges and agrees that it shall have no right to file the Articles of Arrangement
unless such conditions have been satisfied, fulfilled or waived.

Article 10Amendment and Termination

> 10.1 Amendment

This Agreement may, at any time and from time to time before or after
the holding of the Big Horn Meeting, be amended by mutual written agreement of the parties
hereto without, subject to applicable Law, further notice to or authorization on the part
of the Big Horn Shareholders, and any such amendment may, without limitation:

> (a) change the time for the performance of any of the obligations or
>         acts of any of the parties hereto;
>         (b) waive any inaccuracies in or modify any representation or warranty
>         contained herein or in any document delivered pursuant hereto;
>         (c) waive compliance with or modify any of the covenants herein
>         contained and waive or modify performance of any of the obligations of any of the parties
>         hereto; and
>         (d) waive compliance with or modify any condition herein contained;

provided, however, that notwithstanding the foregoing, the terms of
section 3.1 of the Plan of Arrangement shall not be amended without the approval of the
Big Horn Shareholders given in the same manner as required for the approval of the
Arrangement or as may be ordered by the Court. This Agreement and the Plan of Arrangement
may be amended in accordance with the Final Order, but in the event that the terms of the
Final Order require any such amendment, the rights of the parties hereto under sections
9.1, 9.2, 9.3, and Article 10 hereof shall remain unaffected.

> 10.2 Mutual
>     Understanding Regarding Amendments

In addition to the transactions contemplated hereby or at the request
of a party hereto, the parties hereto will continue from and after the date hereof and
through and including the Effective Date, to use their respective commercially reasonable
efforts to maximize present and future planning opportunities for Big Horn, the Big Horn
Shareholders, Westlinks and Subco as and to the extent that the same shall not prejudice
any parties hereto or the shareholders thereof. The parties hereto will ensure that such
planning activities do not impede the progress of the Arrangement in any material way.

The parties hereto mutually agree that if a party hereto proposes any
other amendment or amendments to this Agreement or to the Plan of Arrangement, Big Horn on
the one hand, and Westlinks and Subco on the other hand, will act reasonably in
considering such amendment and if the other of them and the shareholders thereof are not
prejudiced by reason of any such amendment they will co-operate in a reasonable fashion
with the party hereto proposing the amendment so that such amendment can be effected
subject to applicable Laws and the rights of the Big Horn Shareholders.

> 10.3 Termination

This Agreement may be terminated at any time prior to the Effective
Date:

> (a) by mutual written consent of the parties hereto;
>         (b) as provided in sections 9.1, 9.2 or 9.3 hereof, subject to section
>         9.4 hereof;
>         (c) by Westlinks and Subco if the directors of Big Horn shall have
>         withdrawn or modified in a manner adverse to Westlinks and Subco their approval or
>         recommendation of the Arrangement or shall have approved or recommended any Superior
>         Proposal;
>         (d) by Westlinks and Subco or by Big Horn if the Big Horn Meeting shall
>         have been held and completed and the approval of the Arrangement by Big Horn Shareholders
>         required by subsection 9.1(b) hereof shall not have occurred;
>         (e) by Big Horn upon any determination by Big
>         Horn, after the conclusion of the process set out in section 6.15 hereof, that an
>         Acquisition Proposal in respect of Big Horn constitutes a Superior Proposal;
>         (f) by Big Horn, in the event that Westlinks enters into any
>         Acquisition Proposal with any other person;
>         (g) by Westlinks and Subco or by Big Horn in the event that the
>         Arrangement does not become effective on or before August 7, 2001; and
>         (h) by either Westlinks or Big Horn, if there has been a breach or
>         non-performance by the other party of any representation, warranty or covenant contained
>         in this Agreement that would have or would be reasonably likely to have a Material Adverse
>         Effect on the party seeking to terminate, provided the breaching or non-performing party
>         has been given notice of and three days to cure any such misrepresentation, breach or
>         non-performance, other than in respect of sections 6.15 and 7.15.

provided that any termination by a party hereto in accordance with this
section 10.3 shall be made by such party delivering written notice to the other party or
parties hereto prior to the Effective Date specifying in reasonable detail the matter or
matters giving rise to such termination right.

> 10.4 Effect
>     of Termination

In the event of the termination of this Agreement as provided in
section 10.3, this Agreement shall forthwith have no further force or effect and
there shall be no obligation on the part of Westlinks or Big Horn hereunder except those
obligations that have accrued to such date. Nothing herein shall relieve any party from
liability for any breach of this Agreement accruing prior to termination.

Article 11General

> 11.1 Notices

Any notice, consent, waiver, direction or other communication required
or permitted to be given under this Agreement by a party hereto shall be in writing and
shall be delivered by hand to the party hereto to which the notice is to be given at the
following addresses or sent by facsimile to the following numbers or to such other address
or facsimile number as shall be specified by a party hereto by like notice. Any notice,
consent, waiver, direction or other communication aforesaid shall, if delivered, be deemed
to have been given and received on the date on which it was delivered to the address
provided herein (if a Business Day or, if not, then the next succeeding Business Day) and
if sent by facsimile be deemed to have been given and received at the time of receipt (if
a Business Day or, if not, then the next succeeding Business Day) unless actually received
after 4:00 p.m. (Calgary time) at the point of delivery in which case it shall be deemed
to have been given and received on the next Business Day.

The address for service of each of the parties hereto shall be as
follows:

> (a) if to Westlinks or Subco:
>         700, 703  6th Avenue S.W.
>         Calgary, Alberta, T2P 0T9 
>         Attention: John P. McGrain
>         Facsimile No.: (403) 261-2704
>         with a copy to:
>         Macleod Dixon LLP 
>         Barristers & Solicitors 
>         3700, 400  3rd Avenue S.W. 
>         Calgary, Alberta T2P 4H2 
>         Attention: Don Tse 
>         Facsimile No.: (403) 264-5973
>         (b) if to Big Horn:
>         Big Horn Resources Ltd. 
>         1400, 700  4th Avenue S.W.
>         Calgary, Alberta T2P 3J5 
>         Attention: Reg Greenslade 
>         Facsimile No.: (403) 294-1197
>         with a copy to:
>         Donahue Ernst & Young LLP 
>         1000, 440  2nd Avenue S.W. 
>         Calgary, Alberta T2P 5E5 
>         Attention: Richard F. McHardy 
>         Facsimile No.: (403) 206-5525
>     11.2 Remedies

The parties hereto acknowledge and agree that an award of money damages
may be inadequate for any breach of this Agreement by any party hereto or its
representatives and advisors and that such breach may cause the non-breaching party hereto
irreparable harm. Accordingly, the parties hereto agree that, in the event of any such
breach or threatened breach of this Agreement by one of the parties hereto, Big Horn (if
either Westlinks or Subco is the breaching party) or Westlinks and Subco (if Big Horn is
the breaching party) will be entitled, without the requirement of posting a bond or other
security, to seek equitable relief, including injunctive relief and specific performance.
Subject to any other provision hereof, such remedies will not be the exclusive remedies
for any breach of this Agreement but will be in addition to all other remedies available
hereunder or at law or in equity to each of the parties hereto.

> 11.3 Expenses

The parties hereto agree that all out-of-pocket expenses incurred in
connection with this Agreement and the transactions contemplated hereby, the Meeting and
the preparation and mailing of the Proxy Circular, including legal and accounting fees,
printing costs, financial advisor fees and all disbursements by advisors, shall be paid by
the party hereto incurring such expenses.

> 11.4 Time of
>     the Essence

Time shall be of the essence in this Agreement.

> 11.5 Entire
>     Agreement

This Agreement, together with the agreements and other documents herein
or therein referred to, constitute the entire agreement between the parties hereto
pertaining to the subject matter hereof and supersede all prior agreements,
understandings, negotiations and discussions, whether oral or written, between the parties
hereto with respect to the subject matter hereof including, without limitation, the Letter
Agreement. There are no representations, warranties, covenants or conditions with respect
to the subject matter hereof except as contained herein.

> 11.6 Further
>     Assurances

Each party hereto shall, from time to time, and at all times hereafter,
at the request of the other of them, but without further consideration, do, or cause to be
done, all such other acts and execute and deliver, or cause to be executed and delivered,
all such further agreements, transfers, assurances, instruments or documents as shall be
reasonably required in order to fully perform and carry out the terms and intent hereof
including, without limitation, the Plan of Arrangement.

> 11.7 Governing
>     Law

This Agreement shall be governed by, and be construed in accordance
with, the laws of the Province of Alberta and the laws of Canada applicable therein but
the reference to such laws shall not, by conflict of laws rules or otherwise, require the
application of the law of any jurisdiction other than the Province of Alberta. Each party
hereto hereby irrevocably attorns to the jurisdiction of the courts of the Province of
Alberta in respect of all matters arising under or in relation to this Agreement.

> 11.8 Execution
>     in Counterparts

This Agreement may be executed in one or more counterparts, each of
which shall conclusively be deemed to be an original and all such counterparts
collectively shall be conclusively deemed to be one and the same.

> 11.9 Waiver

No waiver or release by any party hereto shall be effective unless in
writing and executed by the party granting such waiver or release and any waiver or
release shall affect only the matter, and the occurrence thereof, specifically identified
and shall not extend to any other matter or occurrence. Waivers may only be granted upon
compliance with the provisions governing amendments set forth in section 10.1 hereof.

> 11.10 Enurement
>     and Assignment

This Agreement shall enure to the benefit of the parties hereto and
their respective successors and permitted assigns and shall be binding upon the parties
hereto and their respective successors. This Agreement may not be assigned by any party
hereto without the prior written consent of each of the other parties hereto.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the date first above written.

> WESTLINKS RESOURCES LTD.
>     Per:
>     Name: John P. McGrain
>     Title: Chairman
>     3779041 CANADA LTD.
>     Per:
>     Name: John P. McGrain
>     Title: President
>     BIG HORN RESOURCES LTD.
>     Per:
>     Name: Reginald J. Greenslade
>     Title: President and Chief Executive Officer

Schedule A

Article

> 

One

In this Plan of Arrangement, unless the context otherwise requires, the
following words and terms with the initial letter or letters thereof capitalized shall
have the meanings ascribed to them below:

> (a)"Amalgamating Corporations" means Big Horn and Subco collectively and
>         "Amalgamating Corporation" means either one of them;(b)"Amalgamation" means the amalgamation of the Amalgamating Corporations as
>         contemplated by this Plan of Arrangement;(c)"Arrangement" means the arrangement under the provisions of section 192
>         of the CBCA on the terms and subject to the conditions set forth in this Plan of
>         Arrangement, subject to any amendment or supplement thereto made in accordance with the
>         provisions hereof or at the direction of the Court in the Final Order;(d)"Arrangement Agreement" means the arrangement agreement dated as of May
>         16, 2001, as amended, between Westlinks, Subco and Big Horn, as may be further amended or
>         supplemented prior to the Effective Date, entered into in connection with the Arrangement;(e)"Articles of Arrangement" means articles of arrangement in respect of the
>         Arrangement required by the CBCA to be filed with the Director after the Final Order is
>         made;(f)"Big Horn" means Big Horn Resources Ltd., a corporation existing under
>         the CBCA;(g)"Big Horn Common Shares" means the common voting shares which Big Horn is
>         authorized to issue as constituted on the date hereof;(h)"Big Horn Meeting" means the meeting of the holders of Big Horn Common
>         Shares held, among other things, to consider, and if deemed advisable, to approve the
>         Arrangement;(i)"Big Horn Option" means an option to acquire a Big Horn Common Share;(j)"Big Horn Optionholder" means a holder of a Big Horn Option;(k)"Big Horn Shareholders" means the holders of Big Horn Common Shares at
>         the applicable time;(l)"Business Day" means any day, other than a Saturday, a Sunday or a
>         statutory holiday in Calgary, Alberta;(m)"Cash Election" means the election which may be made by a Big Horn
>         Shareholder under the Arrangement to exchange all of the Big Horn Common Shares owned by
>         such Big Horn Shareholder for $0.22 cash (represented, prior to the Redemption Date, by a
>         Special Share) and 0.74 of a Westlinks Preferred Share for each Big Horn Common Share;(n)"CBCA" means the Canada Business Corporations Act;(o)"Certificate" means the certificate giving effect to the Arrangement
>         endorsed by the Director on the Articles of Arrangement pursuant to subsection 192(7) of
>         the CBCA;(p)"Common Shares" means the common shares of the Corporation to be issued
>         to Westlinks at the Effective Time and having the rights, privileges, restrictions and
>         conditions set forth in subsection 4.4(a) hereof;(q)"Corporation" means the corporation resulting from the Amalgamation;(r)"Court" means the Court of Queens Bench of Alberta;(s)"Depositary" means Olympia Trust Company, being the depositary appointed
>         by Westlinks for the purpose of, among other things, exchanging certificates representing
>         Big Horn Common Shares for Westlinks Common Shares and Special Shares;(t)"Director" means the director appointed pursuant to section 260 of the
>         CBCA;(u)"Dissent Procedures" means the procedures set forth in section 190 of the
>         CBCA required to be taken by a registered holder of Big Horn Common Shares to exercise the
>         right of dissent in respect of such Big Horn Common Shares in connection with the
>         Arrangement;(v)"Dissenting Shareholders" means the registered holders of Big Horn Common
>         Shares who dissent in respect of the Arrangement in strict compliance with the Dissent
>         Procedures;(w)"Effective Date" means the date set out in the Certificate as being the
>         effective date in respect of the Arrangement;(x)"Effective Time" means 12:01 a.m. (Calgary time) on the Effective Date;(y)"Election Deadline" means 4:00 p.m. (Calgary time) on the date which is
>         one Business Day prior to the Meeting Date;(z)"Final Order" means the order of the Court, including any amendment
>         thereto, pursuant to subsection 192(4) of the CBCA approving the Arrangement or, if
>         appealed, then unless such appeal is withdrawn or denied, as affirmed;(aa)"Interim Order" means the interim order of the Court, including any
>         amendment thereto, pursuant to subsection 192(4) of the CBCA made in connection with the
>         Arrangement;(bb)"Letter of Transmittal and Election Form" means the letter of transmittal
>         and election form in the form accompanying the Proxy Circular;(cc)"Meeting Date" means the date of the Big Horn Meeting;(dd)"Plan of Arrangement" means this plan of arrangement, as amended,
>         modified or supplemented from time to time in accordance herewith and any order of the
>         Court;(ee)"Proxy Circular" means the management information circular prepared by
>         Big Horn for the Big Horn Meeting;(ff)"Redemption Date" means the first Business Day following the Effective
>         Date;(gg)"Redemption Price" means the redemption price of $0.22 payable in respect
>         of each Special Share at the Redemption Time;(hh)"Redemption Proceeds" means, in respect of a number of Special Shares,
>         the product of that number of Special Shares multiplied by the Redemption Price;(ii)"Redemption Time" means 10:00 a.m. (Calgary time) on the Redemption Date;(jj)"Share Election" means the election which may be made by a Big Horn
>         Shareholder under the Arrangement to exchange all of the Big Horn Common Shares owned by
>         such Big Horn Shareholder for Westlinks Common Shares on the basis specified herein;(kk)"Special Shares" means the redeemable special shares of the Corporation
>         to be issued to Big Horn Shareholders at the Effective Time and to be redeemed by the
>         Corporation at the Redemption Time and having the rights, privileges, restrictions and
>         conditions set forth in subsection 4.4(b) hereof;(ll)"Subco" means 3779041 Canada Ltd., a wholly-owned subsidiary of Westlinks
>         existing under the CBCA;(mm)"Westlinks" means Westlinks Resources Ltd., a corporation existing under
>         the Business Corporations Act (Alberta);(nn)"Westlinks Common Shares" means the common voting shares which Westlinks
>         is authorized to issue as constituted on the date hereof;(oo)"Westlinks Option" means an option to acquire a Westlinks Common Share;
>         and(pp)"Westlinks Preferred Shares" means the Series I Preferred Shares to be
>         issued to holders of Big Horn Common Shares who make the Cash Election and having the
>         rights, privileges, restrictions and conditions set forth in Schedule A hereto.

In addition, words and phrases used herein and defined in the CBCA
shall have the same meaning herein as in the CBCA unless the context otherwise requires.

> One.02Interpretation Not Affected by
>     Headings

The division of this Plan of Arrangement into articles, sections,
paragraphs and subparagraphs and the insertion of headings are for convenience of
reference only and shall not affect the construction or interpretation of this Plan of
Arrangement. The terms "this Plan of Arrangement", "hereof",
"herein", "hereto", "hereunder" and similar expressions
refer to this Plan of Arrangement and not to any particular article, section or other
portion hereof and include any instrument supplementary or ancillary hereto.

> One.03Number, Gender and Persons

In this Plan of Arrangement, unless the context otherwise requires,
words importing the singular shall include the plural and vice versa, words
importing the use of either gender shall include both genders and neuter and words
importing persons shall include a natural person, firm, trust, partnership, association,
corporation, joint venture or government (including any governmental agency, political
subdivision or instrumentality thereof) and any other entity of any kind or nature
whatsoever.

> One.04Date for any Action

If the date on which any action is required to be taken hereunder by
any party hereto is not a Business Day, such action shall be required to be taken on the
next succeeding day which is a Business Day.

> One.05Statutory References

Any reference in this Plan of Arrangement to a statute includes all
regulations made thereunder, all amendments to such statute or regulation in force from
time to time and any statute or regulation that supplements or supersedes such statute or
regulation.

> One.06Currency

Unless otherwise stated, all references in this Agreement to amounts of
money are expressed in lawful money of Canada.

Article TwoArrangement Agreement

> Two.01Arrangement Agreement

This Plan of Arrangement is made pursuant to, is subject to the
provisions of and forms part of, the Arrangement Agreement.

Article ThreeArrangement

> Three.01Arrangement

At the Effective Time, the following shall occur without any further
act or formality:

> (a)the
>         Amalgamating Corporations shall be amalgamated and continue as the Corporation on the
>         terms prescribed in this Plan of Arrangement and:(i)the
>             property of each Amalgamating Corporation shall become the property of the Corporation;(ii)the Corporation shall continue to be liable for the obligations of each Amalgamating
>             Corporation;(iii)an existing cause of action, claim or liability to prosecution is unaffected;(iv)a
>             civil, criminal or administrative action or proceeding pending by or against an
>             Amalgamating Corporation may continue to be prosecuted by or against the Corporation;(v)a
>             conviction against, or ruling, order or judgment in favour of or against, an Amalgamating
>             Corporation may be enforced by or against the Corporation; and(vi)the Articles of Amalgamation shall be deemed to be the articles of incorporation of the
>             Corporation and the Certificate shall be deemed to be the certificate of incorporation of
>             the Corporation.
>         (b)all
>         Big Horn Common Shares, if any, held by Subco or Westlinks shall be cancelled without any
>         repayment of capital in respect thereof;(c)all Big Horn Common Shares held by a Big Horn Shareholder:(i)who
>             has made a Cash Election in a Letter of Transmittal and Election Form, provided that such
>             Letter of Transmittal and Election Form has been completed and executed by such Big Horn
>             Shareholder in accordance with the provisions thereof and has been received by the
>             Depositary prior to or at the Election Deadline;(ii)who
>             has made an incomplete or invalid election in a Letter of Transmittal and Election Form
>             received by the Depositary prior to or at the Election Deadline; or(iii)who has not submitted a completed and executed Letter of Transmittal and Election Form
>             such that it is received by the Depositary prior to or at the Election Deadline;

shall be exchanged for Special Shares and Westlinks Preferred Shares on
        the basis of 1.0 Special Share and, subject to section 3.3 hereof, 0.74 of a Westlinks
        Preferred Share for each Big Horn Common Share;

(a)

(b)

(c)

Three

> 

(a)

> 

(i)

(ii)

(iii)

(iv)

(v)

Provided the Corporation has deposited the Redemption Proceeds in
        respect of the Special Shares with the Depositary in accordance with paragraph 3.2(a)(v)
        hereof, at the Redemption Time, without any further act or formality or notice by the
        Corporation, the Special Shares shall be deemed to have been redeemed by the Corporation.
        The amount deposited with the Depositary in accordance with paragraph 3.2(a)(v) hereof
        shall be held in an interest bearing account, and any interest earned thereon or on any
        portion thereof from the time it has been so deposited until the time it shall be required
        to be paid by the Depositary to the former holders of Special Shares in accordance with
        the provisions of Article 6 hereof shall be solely for the account of Corporation. Under
        no circumstances shall a former holder of Special Shares be entitled to interest accrued
        in respect of such holder's Redemption Proceeds, regardless of any delay in claiming such
        Redemption Proceeds or any delay by the Corporation or the Depositary in making such
        proceeds available.

(b)

> 

(i)

(ii)

(iii)

(iv)

Three

> 

(a)

(b)

(c)

Article

> 

Four

The name of the Corporation shall be Big Horn Resources Ltd.

> 

Four

The registered office of the Corporation shall be located in the City
of Calgary in the Province of Alberta and the address of the registered office of the
Corporation shall be Suite 1000, 440  2nd Avenue S.W., Calgary, Alberta,
T2P 5E5.

> Four.03Authorized Capital

The Corporation shall be authorized to issue:

> (a)an
>         unlimited number of common shares (being the "Common Shares"); and(b)an
>         unlimited number of special shares (being the "Special Shares").
>     Four.04Share
>     Provisions(a)The Common Shares shall have attached thereto the
>         following rights, privileges, restrictions and conditions:(i)Voting.
>             Holders of Common Shares shall be entitled to receive notice of and to attend any meeting
>             of the shareholders of the Corporation and shall be entitled to one vote in respect of
>             each Common Share held at such meeting, except a meeting of holders of a particular class
>             or series of shares other than Common Shares who are entitled to vote separately as a
>             class or series at such meeting.(ii)Dividends. Subject to the rights, privileges, restrictions and
>             conditions attaching to any other class of shares of the Corporation ranking in priority
>             to or rateably with the Common Shares, holders of Common Shares shall be entitled to
>             receive dividends if, as and when declared by the directors of the Corporation out of the
>             assets of the Corporation properly applicable to the payment of dividends in such amounts
>             and payable in such manner as the directors of the Corporation may from time to time
>             determine.(iii)Liquidation.
>             In the event of the liquidation, dissolution or winding up of the Corporation or any other
>             distribution of the property or assets of the Corporation among its shareholders for the
>             purpose of winding up its affairs, holders of Common Shares shall, subject to the rights
>             of the holders of any other class of shares of the Corporation entitled to receive the
>             property or assets of the Corporation upon such a liquidation, dissolution, winding up or
>             other distribution in priority to or rateably with holders of Common Shares, be entitled
>             to receive the remaining property and assets of the Corporation.

(b)

> 

(i)

(ii)

(iii)

(iv)

(v)

Four

There shall be no restriction upon the right to transfer any shares of
the Corporation.

> Four.06Stated Capital

On the Effective Date, the Corporation:

> (a)shall add to the stated capital account maintained by the Corporation for the Special
>         Shares an amount equal to $0.22 in respect of each Special Share issued as a result of the
>         Arrangement; and(b)shall add to the stated capital account maintained by the Corporation for the Common
>         Shares an amount equal to $1.00 in respect of each Common Share issued as a result of the
>         Arrangement.
>     Four.07Directors(a)Minimum and Maximum. The directors of the Corporation shall, until
>         otherwise changed in accordance with the CBCA, consist of a minimum number of one and a
>         maximum number of ten directors.(b)Initial
>         Directors. The initial directors of the Corporation immediately following the
>         Amalgamation shall be the persons whose names and residential addresses appear below:

|Name                  | Residential
    Address                                            
|--------------------- | -------------------------------------------------------------------
|John
    McGrain      | 1363
    North Country Ranch Road
    West Lake Village, California
|Walter
    Dawson     | 11
    Prominence Point
    Calgary, Alberta T3H 3E8               
|Reg
    Greenslade    | 3
    Palomino Boulevard
    Calgary, Alberta T3Z 1B9              
|Tom
    Jacobsen      | Box 176
    Didsbury, Alberta T0M 0W0                              
|Herman
    S. Hartley | 104
    Varsity Estates Place N.W.
    Calgary, Alberta T3B 3B6    

The initial directors shall hold office until the next annual meeting
of the shareholders of the Corporation or until their successors are elected or appointed.

> 

Four

There shall be no restriction on the business which the Corporation is
authorized to carry on or on the powers which the Corporation may exercise.

> Four.09By-Laws

The by-laws of the Corporation, until repealed, amended or altered,
shall be the by-laws of Subco until new by-laws are adopted and approved by the directors
and shareholders of the Corporation respectively. Westlinks copy of the proposed by-laws
may be examined prior to the Effective Date during normal business hours at the office of
Macleod Dixon LLP, 3700, 400  3rd Avenue S.W., Calgary, Alberta.

> Four.10Charging Power

Without restricting any of the powers and capacities of the
Corporation, whether derived from the CBCA or otherwise, the Corporation may mortgage,
hypothecate, pledge or otherwise create a security interest in all or any present or
future, real or personal, movable or immovable, legal or equitable property of the
Corporation (including without limitation its book debts, rights, powers, franchises and
undertaking) for any purpose whatsoever.

Article FiveRights of Dissent

> Five.01Rights
>     of Dissent

Holders of Big Horn Common Shares may exercise Dissent Procedures with
respect to Big Horn Common Shares in connection with the Arrangement and holders who
exercise such rights of dissent and who:

> (a)are
>         ultimately entitled to be paid fair value for their Big Horn Common Shares shall be deemed
>         to have transferred such Big Horn Common Shares to Big Horn for cancellation at the
>         Effective Time; or(b)are
>         ultimately not entitled, for any reason, to be paid fair value for their Big Horn Common
>         Shares shall be deemed to have participated in the Arrangement on the basis set forth in
>         subsection 3.1(c) hereof.

For greater certainty, in no case shall Westlinks, Subco, Big Horn or
any other person be required to recognize Dissenting Big Horn Shareholders as holders of
Big Horn Common Shares after the Effective Time, and the names of such Dissenting Big Horn
Shareholders shall be deleted from the register of holders of Big Horn Common Shares at
the Effective Time.

Article SixDELIVERY OF Westlinks COMMON
SHARES aND WESTLINKS PREFERRED SHARESAND REDEMPTION PROCEEDS

> Six.01Delivery
>     of Westlinks Common Shares and Redemption Proceeds(a)Upon surrender to the Depositary for cancellation of a certificate which
>         immediately prior to the Effective Time represented one or more outstanding Big Horn
>         Common Shares that were exchanged for Westlinks Common Shares or Special Shares and
>         Westlinks Preferred Shares in accordance with section 3.1 hereof, together with such other
>         documents and instruments as would have been required to effect the transfer of the shares
>         formerly represented by such certificate under the CBCA and the by-laws of Big Horn and
>         such additional documents and instruments as the Depositary may reasonably require, the
>         holder of such surrendered certificate shall be entitled to receive in exchange therefor,
>         and the Depositary shall deliver to such holder following the Redemption Time, the
>         Westlinks Common Shares or the Redemption Proceeds and Westlinks Preferred Shares which
>         such holder is entitled to receive in accordance with section 3.2 hereof.(b)Upon surrender to the Depository for cancellation of an agreement which immediately prior
>         to the Effective Time evidenced on or more Big Horn Options that we exchanged for
>         Westlinks Options in accordance with section 3.1 hereof, together with such other
>         documents and instruments as would have been required to effect the transfer of the Big
>         Horn Options formerly represented by such agreement and such additional documents and
>         instruments as the Depositary may reasonably require, the holder of such surrendered
>         agreement shall be entitled to receive in exchange therefor, and the Depositary shall
>         deliver to such holder following the Redemption Time, the agreements in respect of
>         Westlinks Options which such holder is entitled to receive in accordance with section 3.2
>         hereof.(c)After the Effective Time and until surrendered for cancellation as contemplated by
>         subsections 6.10 and 6.10hereof:(i)each certificate which immediately prior to the Effective Time represented one or more Big
>             Horn Common Shares shall be deemed at all times to represent only the right to receive in
>             exchange therefor the Westlinks Common Shares or the Special Shares (or Redemption
>             Proceeds, if such certificate is surrendered after the Redemption Time) and Westlinks
>             Preferred Shares to which the holder of such certificate is entitled to receive in
>             accordance with section 3.1 hereof, provided that certificates representing Special Shares
>             shall not be issued to such holders prior to the Redemption Time and, following the
>             Redemption Time, such holders shall be restricted to receiving the Redemption Proceeds in
>             respect of such Special Shares; and(ii)each agreement which immediately prior to the Effective Time represented one or more Big
>             Horn Options shall be deemed at all times to represent only the right to receive in
>             exchange therefor the Westlinks Options to which the holder of such certificate is
>             entitled to receive in accordance with section 3.1 hereof.

Six

In the event any certificate which immediately prior to the Effective
Time represented one or more outstanding Big Horn Common Shares that were exchanged for
Westlinks Common Shares or Special Shares and Westlinks Preferred Shares in accordance
with section 3.1 hereof shall have been lost, stolen or destroyed, upon the making of an
affidavit of that fact by the holder claiming such certificate to be lost, stolen or
destroyed, the Depositary shall deliver in exchange for such lost, stolen or destroyed
certificate, the Westlinks Common Shares or the Redemption Proceeds and Westlinks
Preferred Shares to which such holder is entitled to receive in accordance with section
3.2 hereof. When authorizing such payment in exchange for such lost, stolen or destroyed
certificate, the holder to whom such Westlinks Common Shares or Redemption Proceeds and
Westlinks Preferred Shares are to be delivered shall as a condition precedent to the
delivery of such Westlinks Common Shares or Redemption Proceeds and Westlinks Preferred
Shares, give a bond satisfactory to Westlinks and the Depositary in such sum as Westlinks
and the Depositary may direct, or otherwise indemnify Westlinks, the Corporation and the
Depositary in a manner satisfactory to Westlinks and the Depositary, against any claim
that may be made against Westlinks, the Corporation or the Depositary with respect to the
certificate alleged to have been lost, stolen or destroyed.

> Six.03Distributions with Respect to
>     Unsurrendered Certificates

No dividend or other distribution declared or made after the Effective
Time with respect to Westlinks Common Shares with a record date after the Effective Time
shall be delivered to the holder of any unsurrendered certificate which, immediately prior
to the Effective Time, represented outstanding Big Horn Common Shares unless and until the
holder of such certificate shall have complied with the provisions of section 6.1 or
section 6.2 hereof. Subject to applicable law and to section 6.5 hereof, at the time of
such compliance, there shall, in addition to the delivery of Westlinks Common Shares to
which such holder is thereby entitled, be delivered to such holder the dividend or other
distribution with a record date after the Effective Time theretofore paid with respect
such Westlinks Common Shares.

> Six.04Withholding Rights

Westlinks, Subco and the Depositary shall be entitled to deduct and
withhold from all Redemption Proceeds or dividends or other distributions otherwise
payable to any Big Horn Shareholder such amounts as Westlinks, Subco or the Depositary is
required or permitted to deduct and withhold with respect to such payment under the Income
Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of
federal, provincial, state, local or foreign tax law, in each case, as amended. To the
extent that amounts are so withheld, such withheld amounts shall be treated for all
purposes hereof as having been paid to the Big Horn Shareholder in respect of which such
deduction and withholding was made, provided that such withheld amounts are actually
remitted to the appropriate taxing authority.

> Six.05Limitation
>     and Proscription(a)To the extent that a Big Horn Shareholder shall not have complied with the
>         provisions of section 6.1 or section 6.2 hereof within one year from the Redemption Date,
>         the unpaid Redemption Proceeds, if any, to which such Big Horn Shareholder is entitled to
>         be paid shall then be paid by the Depositary to the Corporation. Thereafter the Big Horn
>         Shareholder shall have no claim against the Depositary for such Redemption Proceeds but
>         instead shall be entitled to assert such a claim against the Corporation or any successor
>         thereto up to but not beyond the final proscription date referred to in subsection 6.5(b)
>         hereof.(b)To the extent that a Big Horn Shareholder shall not have complied
>         with the provisions of section 6.1 or section 6.2 hereof on or before the date which is
>         six years after the Redemption Date (the "final proscription date"), then
>         the Redemption Proceeds which such Big Horn Shareholder was entitled to receive shall
>         revert to and become the property of the Corporation and the Westlinks Preferred Shares or
>         Westlinks Common Shares which such Big Horn Shareholder was entitled to receive shall be
>         delivered up by the Depositary for cancellation and shall be cancelled by Westlinks, and
>         the interest of the Big Horn Shareholder in such Redemption Proceeds and Westlinks
>         Preferred Shares or Westlinks Common Shares shall be terminated as of such final
>         proscription date.

Article SevenAmendments

> Seven.01Amendments
>     to Plan of Arrangement(a)Westlinks and Big Horn reserve the right to amend, modify and/or supplement this
>         Plan of Arrangement at any time and from time to time, provided that each such amendment,
>         modification and/or supplement must be (i) set out in writing, (ii) agreed to in writing
>         by Westlinks and Big Horn, (iii) filed with the Court and, if made following the Big Horn
>         Meeting, approved by the Court, and (iv) communicated to Big Horn Shareholders if and as
>         required by the Court.(b)Any
>         amendment, modification or supplement to this Plan of Arrangement may be proposed by Big
>         Horn at any time prior to the Big Horn Meeting provided that Westlinks shall have
>         consented thereto in writing, with or without any other prior notice or communication,
>         and, if so proposed and accepted by the persons voting at the Big Horn Meeting (other than
>         as may be required under the Interim Order), shall become part of this Plan of Arrangement
>         for all purposes.(c)Any
>         amendment, modification or supplement to this Plan of Arrangement that is approved by the
>         Court following the Big Horn Meeting shall be effective only if (i) it is consented to in
>         writing by each of Westlinks and Big Horn, and (ii) if required by the Court, it is
>         consented to by holders of the Big Horn Common Shares voting in the manner directed by the
>         Court.

> SCHEDULE A
>     SERIES I PREFERRED SHARES

The first series of first preferred shares shall consist of and
unlimited number of shares designated as first preferred shares, Series I (the
"Series I Preferred Shares"). The rights, privileges, restrictions and
conditions attaching to the Series I Preferred Shares, as a series, are as follows:

1. Dividends and Transfer Rights

1.1 If a Series I Preferred Share is not redeemed by the Corporation in
accordance with Article 3 hereof prior to the expiration of one year from the date of
issuance of a Series I Preferred Share, the holder of the Series I Preferred Share shall
be entitled to receive fixed cumulative preferential cash dividends of $0.085 per share
per annum and no more, such cumulative dividend to be declared by the directors and paid
immediately after the expiration of one year from the date of issuance of a Series I
Preferred Share unless prohibited by law, and thereafter such cumulative dividend to be
declared by the directors and paid in quarterly yearly instalments of $0.02125 per share,
unless prohibited by law, such dividends to be cumulative from the date of issuance of the
Series I Preferred Share, such cumulative preferential dividends shall be payable before
any dividend shall be paid upon or set apart for the common shares or any other class of
shares of the Corporation and shall be cumulative, so that no dividend shall be declared,
paid or set apart for payment upon or for the common shares or any other class of shares
of the Corporation unless all then accumulated dividends upon all outstanding Series I
Preferred Share shall have been paid or declared and set apart and the current instalment
of dividend upon the outstanding Series I Preferred Share shall have been declared and set
apart.

1.2 The holders of the Series I Preferred Shares shall be entitled to
transfer the Series I Preferred Shares.

2. Distribution Rights

2.1 The Series I Preferred Shares shall be preferred as to both
dividends and assets and shall rank in priority to all other classes of shares of the
Corporation. In the event of the liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of the Series I Preferred
Shares shall be entitled to receive, before any distribution of any part of the assets of
the Corporation among the holders of the Common Shares or any other class of shares, an
amount equal to $0.85 per share plus, if the Series I Preferred Share has not been
redeemed within one year of the date of issuance of such share, an amount equal to all
accrued and unpaid preferential cumulative dividends described in Article 1 in respect of
such share (which are calculated as if such dividends were accruing up to the date of
distribution) whether or not declared and whether or not there are any moneys of the
Corporation properly applicable to the payment of dividends. After payment to the holders
of the Series I Preferred Shares of the amounts so payable to them they shall not be
entitled to share in any further distribution of the property or assets of the
Corporation.

2.2 No class of shares ranking in any respect in priority to or pari
passu with the Series I Preferred Shares with respect to dividends or on the occurrence of
an event referred to in clause 2.1 may at any time be created without the approval in
writing of all the holders of the Series I Preferred Shares.

2.3 So long as any of the Series I Preferred Shares are outstanding the
Corporation shall not without, and may from time to time with, the approval in writing of
the holders of all of the issued and outstanding Series I Preferred Shares redeem,
purchase for cancellation or otherwise pay off or purchase out of surplus or capital any
common shares or other class of shares.

3. Redemption by the Corporation

3.1The Corporation may, upon giving notice or upon the waiver
of such notice as hereinafter provided, redeem at any time the whole or from time to time
any part of the then outstanding Series I Preferred Shares on payment or deposit (in
accordance with clauses 3.3 and 3.4) of $0.85 for each Series I Preferred Shares to be
redeemed together with an amount ("Dividend Equivalent Amount") equal to all
accrued and unpaid preferential cumulative dividends described in Article 1 in respect of
such share (which are calculated as if such dividends were accruing up to the date of
redemption) whether or not declared and whether or not there are any moneys of the
Corporation properly applicable to the payment of dividends (such total amount herein
called the "Redemption Amount") less any tax withholdings. If part only of the
Series I Preferred Shares are to be redeemed, the Board of Directors may select the Series
I Preferred Shares to be redeemed (i) by lot; (ii) on a pro rata basis; or (iii) in such
other manner as the Board of Directors may in their discretion select. If part only of the
Series I Preferred Shares represented by any certificate are redeemed, a new certificate
for the balance shall be issued at the expense of the Corporation. No redemption hereunder
need be made proportionately or pro rata among all the holders of the Series I Preferred
Shares. Any shares redeemed shall not be reissued and shall be cancelled.

3.2In the case of a redemption of Series I Preferred Shares,
the Corporation shall give notice in writing of the intention of the Corporation to redeem
such shares (unless notice is waived in any manner by the holder of the Series I Preferred
Shares called for redemption) at least 2 days before the date specified for redemption
(the date specified for redemption to be referred to herein as the "Redemption
Date") to each person who at the date of mailing is a holder of Series I Preferred
Shares to be redeemed, provided that accidental failure to give such notice to one or more
of such shareholders shall not affect the validity of such redemption. Such notice shall
set out the Redemption Amount per Series I Preferred Shares, the Redemption Date, the name
of the chartered bank or trust company at which the Redemption Amount may be deposited (if
the Redemption Amount may be deposited pursuant to clause 3.4) and, if part only of the
Series I Preferred Shares held by the person to whom it is addressed is to be redeemed,
the number thereof to be redeemed.

3.3The Corporation shall pay to the holder of the Series I
Preferred Shares to be redeemed the Redemption Amount of each such share less any tax
withholdings on or after the Redemption Date, provided that such holder has presented and
surrendered to the Corporation the certificates representing the Series I Preferred Shares
so called for redemption. Payment for Series I Preferred Shares to be redeemed by the
Corporation shall be made by cheque payable at par in Canadian funds at any branch of the
Corporation's bankers. Such cheques shall be sent to holders of such Series I Preferred
Shares and redemption shall be deemed to have taken place upon such sending.

3.4 The Corporation shall have the right at any time after the mailing
of notice of its intention to redeem any Series I Preferred Shares to deposit the
Redemption Amount less any tax withholdings for each Series I Preferred Shares so called
for redemption, or of such of those shares represented by certificates which have not at
the date of such deposit been presented and surrendered by the holders thereof in
connection with such redemption, to a special account in any chartered bank or in any
trust company in Canada named in such notice, to be paid without interest to or to the
order of the respective holders of such Series I Preferred Shares called for redemption
upon presentation and surrender to such bank or trust company of the certificates
representing same. The Series I Preferred Shares in respect whereof this deposit has been
made shall be deemed to be redeemed on the later of the date of such deposit and the
Redemption Date. On such applicable date the Corporation shall adjust its securities
register to show that such Series I Preferred Shares have been redeemed and the rights of
the holders thereof shall be limited to receiving, without interest, the Redemption Amount
per Series I Preferred Share less any tax withholdings so deposited. Any interest allowed
on such deposit shall belong to the Corporation. After the Redemption Amount less any tax
withholdings for such Series I Preferred Shares has been deposited with any chartered bank
or trust company in Canada, as aforesaid, notice shall be given to the holders of any
Series I Preferred Shares called for redemption who have failed to present and surrender
the certificates representing such shares within two months of the Redemption Date that
the money has been so deposited and may be obtained by the holders of these Series I
Preferred Shares upon presentation and surrender of the certificates representing such
shares called for redemption at such bank or trust company.

3.5 From and after the Redemption Date, the holders of any such Series
I Preferred Shares to be redeemed shall not be entitled to exercise any of the rights of
the holders of Series I Preferred Shares in respect thereof unless payment or deposit of
the Redemption Amount less any tax withholdings per Series I Preferred Share shall not be
made in accordance with the foregoing provisions, in which event the rights of the holders
of such Series I Preferred Shares shall remain unaffected.

3.6 To the extent permitted by law, the Redemption Amounts that are
represented by a cheque that has not been presented for payment or that are otherwise
unclaimed (including amounts held on deposit to a special account as provided for above)
for a period of six years from the Redemption Date shall be forfeited to the Corporation.

4. Redemption at the Option of the Holders of Series I Preferred
Shares

4.1 After the expiration of one year from the date of issuance of a
Series I Preferred Share, the holder of Series I Preferred Shares shall be entitled to
require the Corporation to redeem at any time or from time to time all or any part of the
Series I Preferred Shares held by such holder by depositing with the Corporation:

> (a) an irrevocable request in writing specifying:
>         (i) that such holder desires to have the whole or any part of the
>             Series I Preferred Shares held by such holder redeemed by the Corporation; and
>             (ii) the business day, which shall not be less than thirty days after
>             the day on which the request in writing is deposited with the Corporation, on which the
>             holder desires to have the Corporation redeem such shares (the "Retraction
>             Date") and
>         (b) the share certificate(s) representing the Series I Preferred Shares
>         which the holder desires to have the Corporation redeem.

If part only of the Series I Preferred Shares represented by any
certificate are to be redeemed, a new certificate for the balance shall be issued at the
expense of the Corporation.

4.2 On the Retraction Date the Corporation, if permitted by the Business
Corporations Act (Alberta) (the "Act"), shall redeem the number of Series I
Preferred Shares to be redeemed by paying the holder of such Series I Preferred Shares an
amount per share equal to the Redemption Amount less any tax withholdings, provided that
all requirements set out under this clause 4 have been complied with. Payment for Series I
Preferred Shares to be redeemed by the Corporation shall be made by cheque payable at par
in Canadian funds at any branch of the Corporation's bankers. Such cheque shall be sent in
accordance with the Act to the holder of such Series I Preferred Shares and redemption
shall be deemed to have taken place upon such sending. If on the Retraction Date the
Corporation would be prevented by the Act from redeeming all of the Series I Preferred
Shares requested by the holder thereof to be redeemed, the Corporation shall redeem,
disregarding fractions, that number of Series I Preferred Shares that it is permitted by
the Act to redeem and the Corporation shall redeem the balance of the outstanding Series I
Preferred Shares requested by such holder to be redeemed at the earliest time or times as
the redemption is permitted by the Act. No redemption hereunder need be made
proportionately or pro rata among all the holders of the Series I Preferred Shares. In the
event of a partial redemption only of the Series I Preferred Shares because of the
provisions of the Act, the Redemption Amount shall be recalculated and increased, as a
result of the additional accrued dividends, up to the subsequent date that the Corporation
redeems additional amounts of the Series I Preferred Shares, mutatis mutandis by making
payment therefor.

4.3 From and after the Retraction Date, the holders of any such Series
I Preferred Shares to be redeemed shall not be entitled to exercise any of the rights of
the holders of Series I Preferred Shares in respect thereof unless payment of the
Redemption Amount less any tax withholdings per Series I Preferred Share shall not be made
in accordance with the foregoing provisions, in which event the rights of the holders of
such Series I Preferred Shares shall remain unaffected.

4.4 To the extent permitted by law, the Redemption Amounts that are
represented by a cheque that has not been presented for payment or that are otherwise
unclaimed for a period of six years from the Retraction Date shall be forfeited to the
Corporation.

4.5 If all of the Series I Preferred Shares are not redeemed when such
redemption is requested by a holder of such shares in accordance with clause 4.1 then all
of the unredeemed Series I Preferred Shares shall become voting shares. Each such share
shall thereafter entitle the holder to receive notice of, attend, and exercise one vote
per share in person or by proxy, at all general meetings of the Corporation.

5.1 For greater certainty, if a Series I Preferred Share is redeemed
prior to the expiration of one year from the date of issuance of such share: (i) the
holder of such share shall not be entitled to any dividend or any part thereof; and (ii)
the Redemption Amount shall not include the Dividend Equivalent Amount.

5.2 For the purposes of subsection 191(4) of the Income Tax Act
(Canada), the "specified amount" in respect of each Series I Preferred Share
shall be the amount of i .







SCHEDULE "B"

WESTLINKS RESOURCES LTD.

Outstanding Stock Options

|Optionee                                    | Exercise
    Price | Number
    Outstanding
|------------------------------------------- | ------------------ | ----------------------
|Peter
    R. Sekera
    Director/Officer    | $6.15              | 105,000               
|Edward
    C. McFeely
    Director/Officer  | $6.15              | 85,000                
|Thomas
    J. Jacobsen
    Director/Officer | $6.15              | 85,000                
|Lynn W.
    Thurlow
    Officer             | $6.15              | 25,000                
|Herman
    S. Hartley
    Director          | $6.15              | 20,000                
|Norman
    J. MacKenzie
    Director        | $6.15              | 20,000                
|Norman
    W.G. Wallace
    Director        | $6.15              | 20,000                
|Rodney
    Lackmuth
    Consultant          | $6.15              | 15,000                
|Al
    Tambosso
    Consultant              | $6.20              | 50,000                
|John P.
    McGrain                         | $6.20              | 80,000                
|Norman
    J. MacKenzie
    Director        | $6.20              | 10,000                
|Norman
    W.G. Wallace                     | $6.20              | 10,000                
|Herman
    S. Hartley
    Director          | $6.20              | 10,000                
|Bruce
    Stewart
    Employee              | $6.20              | 30,000                
|TOTAL:                                      |                    | 565,000               

SCHEDULE "C"

LIST OF BIG HORN OPTIONS

Number of Shares Under Option
    
    Exercise
    Price
    
    Name of Optionholder
    
    Date of Grant
    
    Date of Expiry75,000
    
    $0.69
    
    Walter Dawson
    
    November 25, 1996
    
    November 25, 200125,000
    
    $0.77
    
    Walter Dawson
    
    May 5, 1999
    
    May 5, 200975,000
    
    $0.69
    
    Luc Chartrand
    
    November 25, 1996
    
    November 25, 200115,000
    
    $1.15
    
    Luc Chartrand
    
    March 9, 1998
    
    March 9, 200650,000
    
    $0.77
    
    Luc Chartrand
    
    May 5, 1999
    
    May 5, 200930,000
    
    $0.72
    
    Luc Chartrand
    
    March 23, 2000
    
    March 23, 200565,000
    
    $0.75
    
    Luc Chartrand
    
    March 21, 2001
    
    March 20, 200625,000
    
    $0.69
    
    Sandy Thompson
    
    November 25, 1996
    
    November 25, 200185,000
    
    $0.92
    
    Trevor Spagrud
    
    July 16, 1997
    
    July 16, 200225,000
    
    $1.15
    
    Trevor Spagrud
    
    March 9, 1998
    
    March 9, 2006100,000
    
    $0.65
    
    Trevor Spagrud
    
    February 17, 1999
    
    February 17, 200950,000
    
    $0.77
    
    Trevor Spagrud
    
    May 5, 1999
    
    May 5, 200960,000
    
    $0.72
    
    Trevor Spagrud
    
    March 23, 2000
    
    March 23, 2005142,000
    
    $0.75
    
    Trevor Spagrud
    
    March 21, 2001
    
    March 20, 200630,000
    
    $1.15
    
    Reg Greenslade
    
    March 9, 1998
    
    March 9, 2006314,000
    
    $0.98
    
    Reg Greenslade
    
    May 26, 1998
    
    May 26, 200875,000
    
    $0.77
    
    Reg Greenslade
    
    May 5, 1999
    
    May 5, 200981,000
    
    $0.72
    
    Reg Greenslade
    
    March 23, 2000
    
    March 23, 2005140,000
    
    $0.75
    
    Reg Greenslade
    
    March 21, 2001
    
    March 20, 200673,500
    
    $0.98
    
    Ray Runcie
    
    May 26, 1998
    
    May 26, 200826,500
    
    $0.77
    
    Ray Runcie
    
    May 5, 1999
    
    May 5, 200973,500
    
    $0.98
    
    George Hill
    
    May 26, 1998
    
    May 26, 200826,500
    
    $0.77
    
    George Hill
    
    May 5, 1999
    
    May 5, 200973,500
    
    $0.98
    
    Ted Turton
    
    May 26, 1998
    
    May 26, 200826,500
    
    $0.77
    
    Ted Turton
    
    May 5, 1999
    
    May 5, 200925,000
    
    $0.97
    
    Rick McHardy
    
    July 30, 1998
    
    July 30, 200825,000
    
    $0.77
    
    Rick McHardy
    
    May 5, 1999
    
    May 5, 200925,000
    
    $0.72
    
    Rick McHardy
    
    March 23, 2000
    
    March 23, 200575,000
    
    $0.65
    
    Shane Holden
    
    February 17, 1999
    
    February 17, 199920,000
    
    $0.77
    
    Shane Holden
    
    May 5, 1999
    
    May 5, 200930,000
    
    $0.72
    
    Shane Holden
    
    March 23, 2000
    
    March 23, 200535,000
    
    $0.75
    
    Shane Holden
    
    March 21, 2001
    
    March 20, 200625,000
    
    $0.77
    
    Sharon McMullen
    
    May 5, 1999
    
    May 5, 200420,000
    
    $0.72
    
    Sharon McMullen
    
    March 23, 2000
    
    March 23, 200525,000
    
    $0.75
    
    Sharon McMullen
    
    March 21, 2001
    
    March 20, 200622,500
    
    $0.77
    
    Vic Tuinenga
    
    May 5, 1999
    
    May 5, 200425,000
    
    $0.72
    
    Vic Tuinenga
    
    March 23, 2000
    
    March 23, 200530,000
    
    $0.75
    
    Vic Tuinenga
    
    March 21, 2001
    
    March 20, 200630,000
    
    $1.15
    
    Dick Froese
    
    March 9, 1998
    
    March 9, 200335,000
    
    $0.77
    
    Dick Froese
    
    May 5, 1999
    
    May 5, 200425,000
    
    $0.72
    
    Dick Froese
    
    March 23, 2000
    
    March 23, 200525,000
    
    $0.75
    
    Dick Froese
    
    March 21, 2001
    
    March 20, 20065,000
    
    $0.77
    
    Susan Cartmell
    
    May 5, 1999
    
    May 5, 200420,000
    
    $0.73
    
    Cari Williams
    
    July 26, 1999
    
    July 25, 200925000
    
    $0.72
    
    Cari Williams
    
    March 23, 2000
    
    March 23, 200525,000
    
    $0.75
    
    Cari Williams
    
    March 21, 2001
    
    March 20, 20065,000
    
    $0.80
    
    Rebecca Alcock
    
    November 29, 1999
    
    November 28, 200915,000
    
    $0.72
    
    Rebecca Alcock
    
    March 23, 2000
    
    March 23, 200515,000
    
    $0.75
    
    Rebecca Alcock
    
    March 21, 2001
    
    March 20, 200650,000
    
    $0.75
    
    Garry Henry
    
    March 21, 2001
    
    March 20, 20062,419,500


SCHEDULE D

BIG HORN OFFICER OBLIGATIONS



1. Reg Greenslade $375,000

2. Trevor Spagrud $250,000

> TOTAL $625,000

B

APPENDIX B

INTERIM ORDER

Action No. 0101-11962

IN THE COURT OF QUEEN'S BENCH OF ALBERTA

JUDICIAL DISTRICT OF CALGARY



> IN THE MATTER OF SECTION 192 OF THE CANADA BUSINESS CORPORATIONS
>     ACT R.S.C. 1985, c. C-44, AS AMENDED;
>     
>     IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING WESTLINKS RESOURCES.,
>     3779041 CANADA LTD., BIG HORN RESOURCES LTD. AND BIG HORN SHAREHOLDERS

|BEFORE THE HONOURABLE 
|----------------------
|JUSTICE B.E.C. ROMAINE
|IN CHAMBERS           

INTERIM ORDER

UPON THE APPLICATION of BIG HORN RESOURCES LTD. ("Big Horn");
AND UPON reading the Petition of Big Horn, the Affidavit of Luc Chartrand, filed; AND UPON
hearing counsel for Big Horn, Westlinks Resources Ltd. ("Westlinks") and
3779041 Canada Ltd. ("3779041"); AND UPON noting that the Director (the
"Director") appointed under the Canada Business Corporations Act
(the "CBCA") has been notified of the proposed application and does not
intend to appear or make submissions;

IT IS HEREBY ORDERED THAT:

> 1. (a) Big Horn shall convene a special meeting (the "Big Horn
>         Meeting") of the holders of its common shares ("Big Horn Shareholders")
>         on or about July 23, 2001 for the purposes of considering, and, if thought fit, approving
>         and agreeing to an arrangement (the "Arrangement") under s. 192 of the
>         CBCAamong Westlinks, 3779041 and Big Horn and as contemplated in the plan of
>         arrangement outlined in the Information Circular and Proxy Statement (the "Information
>         Circular") annexed as Exhibit "A" to the Affidavit of Luc Chartrand,
>         and transacting such other business as may properly be brought before the Big Horn
>         Meeting;
>         (b) At least 21 days (exclusive of the day of mailing but inclusive of
>         the day of the Big Horn Meeting) prior to the day of the Big Horn Meeting, there be mailed
>         with postage paid, to Big Horn Shareholders of record as of June 18, 2001 (the "Big
>         Horn Record Date") and to the directors and officers of Big Horn and to the
>         Director:
>         (i) a Notice of Special Meeting of Big Horn Shareholders;
>         (ii) the Information Circular; and
>         (iii) a Notice of Petition;
>         all in substantially the forms annexed as Exhibit "A" to the
>         Affidavit of Luc Chartrand, together with instruments of proxy and such other material as
>         Big Horn may consider fit;
>         (c) The accidental omission to give notice of the Big Horn Meeting to
>         or the non-receipt of the notice by one or more of the aforesaid persons shall not
>         invalidate any resolution passed or proceedings taken at the Big Horn Meeting;
>         (d) Any registered holder of Big Horn common shares (the "Big Horn
>         Shares") as at the close of business on the Big Horn Record Date, subject to the
>         bylaws of Big Horn and the provisions of the CBCA with respect to persons who become
>         registered holders of Big Horn Shares after such date, may attend the Big Horn Meeting and
>         vote at the Big Horn Meeting either in person or by proxy and that any usual or common
>         form of instruments of proxy may be used for such purpose;
>         (e) To be valid a proxy must be deposited with Big Horn in the manner
>         described in the Information Circular;
>         (f) At the Big Horn Meeting, each holder of Big Horn Shares shall be
>         entitled to one vote for each Big Horn Share held;
>         (g) The Chairman of Big Horn or failing him, the President of Big Horn
>         or failing him, any other officer of Big Horn or failing them any person to be chosen at
>         the Big Horn Meeting, shall be the Chairman of the Big Horn Meeting;
>         (h) The majority required to pass the special resolution approving the
>         Arrangement shall be 66 2/3% of the votes cast by holders of Big Horn Shares, voting
>         as a class at the Big Horn Meeting in person or by proxy, and a simple majority of the
>         votes cast, in person or by proxy, by all holders of Big Horn Shares other than Westlinks
>         or any other company beneficially owned or controlled by Westlinks or any of its
>         affiliates.
>         (i) The registered holders of Big Horn Shares are accorded the right of
>         dissent with respect to the special resolution approving the Arrangement and to receive
>         from Big Horn, subject to the provisions of the CBCA, the fair value of their Big Horn
>         Shares with respect to which such right of dissent is exercised under Section 190 of the
>         CBCA. The written objection required to be sent to Big Horn by a dissenting Big Horn
>         Shareholder pursuant to subsection 190(5) of the CBCA must be received by the President of
>         Big Horn at the registered office of Big Horn before the Big Horn Meeting or by the
>         Chairman of the Big Horn Meeting at or prior to the Big Horn Meeting. A dissenting Big
>         Horn Shareholder shall not be entitled to vote his Big Horn Shares at the Big Horn Meeting
>         in favour of the special resolution approving the Arrangement;
>         (j) The quorum at the Big Horn Meeting shall be two persons present in
>         person or by proxy, provided that, if no quorum is present within 30 minutes of the
>         appointed Big Horn Meeting time, the Big Horn Meeting shall stand adjourned to a day which
>         is not less than 7 days nor more than 30 days thereafter, as determined by the Chairman of
>         the Big Horn Meeting, and at such adjourned Big Horn Meeting, those persons present in
>         person or by proxy, entitled to vote at such Big Horn Meeting, will constitute a quorum
>         for the adjourned Big Horn Meeting; and
>         (k) In all other respects, the Big Horn Meeting shall be conducted in
>         accordance with the bylaws of Big Horn and the CBCA, subject to such modifications as may
>         be adopted at the Big Horn Meeting.
>     2. Sending the Notice of Petition shall be good and sufficient notice
>     to all Big Horn Shareholders of the hearing of the Petition, this Interim Order and the
>     application for the final order approving the Arrangement upon all persons who are
>     entitled to receive such notice pursuant to this Interim Order and no other form of
>     service need be made and no other material need be served on such persons in respect of
>     these proceedings.
>     3. Upon approval of the Arrangement at the Big Horn Meeting in the
>     manner set forth in this Interim Order, Big Horn may proceed with an application for a
>     final order for approval of the Arrangement at 1:30 p.m. on July 27, 2001 at the Court
>     House, Calgary, Alberta or so soon thereafter as counsel may be heard.
>     4. Any Big Horn Shareholder or other interested party (collectively,
>     "Interested Party") desiring to support or oppose the Petition may appear
>     at the time of the hearing in person or by counsel for that purpose provided that the
>     Interested Party files with the Court and serves upon Big Horn on or before July 24, 2001,
>     a Notice of Intention to Appear, setting out the Interested Party's address for service
>     and indicating whether such Interested Party intends to support or oppose the application
>     or make submissions, together with any evidence or materials which are to be presented to
>     the Court. Service of this notice on Big Horn shall be effected by service upon the
>     solicitors of Big Horn, Donahue Ernst & Young LLP, 1000, 440  2nd Avenue S.W.,
>     Calgary, Alberta, T2P 5E5, Attention: L.A. (Lou) Cusano.
>     5. In the event that the application for final approval of the
>     Arrangement on July 27, 2001 is adjourned only those parties appearing before the Court
>     for the final application shall have notice of the adjourned date.
>     6. Service of notice of this application on any person is hereby
>     dispensed with.
>     7. The Petitioner is entitled at any time to seek leave to vary this
>     Interim Order upon such terms and the giving of such notice as this Honourable Court may
>     direct.
>     (signed) "B.E.C. Romaine" 
>                         J.C.Q.B.A.

ENTERED this 22nd day of June, 2001.

(signed) "James McLaughlin" (COURT SEAL)

Clerk of the Court of Queen's Bench

C

APPENDIX C
SPECIAL RESOLUTION

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1. the plan of arrangement (the "Arrangement") under
Section 192 of the Canada Business Corporations Act (the "Act"),
in the form attached as Schedule A to the arrangement agreement (the "Arrangement
Agreement") attached as Appendix A to the Information Circular and Proxy
Statement of Big Horn Resources Ltd. ("Big Horn") dated June 22, 2001
(the "Information Circular"), involving Westlinks Resources Ltd.,
3779041 Canada Ltd., Big Horn and Big Horn's shareholders, is hereby authorized,
approved, ratified and agreed to;

2. notwithstanding the approval by shareholders of this special
resolution, Big Horn, subject to the provisions of the Arrangement Agreement to which the
Arrangement is attached as Schedule A, and without further notice to or approval of the
shareholders of Big Horn, may amend the Arrangement or may decide not to proceed with the
Arrangement at any time prior to the Arrangement becoming effective pursuant to the
provisions of the Act; and

3. any one of the officers or directors of Big Horn be and is hereby
authorized for and on behalf of Big Horn (whether under its corporate seal or otherwise)
to execute and deliver articles of arrangement and all other documents and instruments and
to take all such other actions as such officer or director may deem necessary or desirable
to implement this resolution and the matters authorized hereby, including the transactions
required by the Arrangement, such determination to be conclusively evidenced by the
execution and delivery of such documents and other instruments or the taking of any of
such actions.













D

APPENDIX D
SECTION 190 0F THE CANADA BUSINESS CORPORATIONS ACT

Pursuant to the Interim Order, registered Big Horn Shareholders have
the right to dissent in respect of the Arrangement. Such right of dissent is described in
the Information Circular. The full text of Section 190 of the Canada Business
Corporations Act is set forth below. Note that certain provisions of such section have
been modified by the Interim Order which is attached to the Information Circular as
Appendix B. In particular, the written objection required to be provided by a dissenting
Big Horn Shareholders to Big Horn must be received by the President of Big Horn at the
registered office of Big Horn before the Meeting or by the Chairman of the Big Horn
Meeting at or prior to the Big Horn Meeting in order to be effective and the dissenting
Big Horn Shareholders shall not have voted, in person or by proxy, in favour of the
special resolution approving the Arrangement.

190.(1) Subject to sections 191 and 241, a holder of shares of any
class of a corporation may dissent if the corporation is subject to an order under
paragraph 192(4)(d) that affects the holder or if the corporation resolves to

|(a) |  | amend
    its articles under section 173 or 174 to add, change or remove any provisions restricting
    or constraining the issue, transfer or ownership of shares of that class; | 
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|(b) |  | amend
    its articles under section 173 to add, change or remove any restriction on the business or
    businesses that the corporation may carry on;                            | 
|(c) |  | amalgamate
    otherwise than under section 184;                                                                                                                                  | 
|(d) |  | be
    continued under section 188; or                                                                                                                                            | 
|(e) |  | sell,
    lease or exchange all or substantially all its property under subsection 189(3).                                                                                        | 

(2) A holder of shares of any class or series of shares entitled to
vote under section 176 may dissent if the corporation resolves to amend its articles in a
manner described in that section.

(3) In addition to any other right he may have, but subject to
subsection (26), a shareholder who complies with this section is entitled, when the action
approved by the resolution from which he dissents or an order made under subsection 192(4)
becomes effective, to be paid by the corporation the fair value of the shares held by him
in respect of which he dissents, determined as of the close of business on the day before
the resolution was adopted or the order was made.

(4) A dissenting shareholder may only claim under this section with
respect to all the shares of a class held by him on behalf of any one beneficial owner and
registered in the name of the dissenting shareholder.

(5) A dissenting shareholder shall send to the corporation, at or
before any meeting of shareholders at which a resolution referred to in subsection (1) or
(2) is to be voted on, a written objection to the resolution, unless the corporation did
not give notice to the shareholder of the purpose of the meeting and of his right to
dissent.

(6) The corporation shall, within ten days after the shareholders adopt
the resolution, send to each shareholder who has filed the objection referred to in
subsection (5) notice that the resolution has been adopted, but such notice is not
required to be sent to any shareholder who voted for the resolution or who has withdrawn
his objection.

(7) A dissenting shareholder shall, within twenty days after he
receives a notice under subsection (6) or, if he does not receive such notice, within
twenty days after he learns that the resolution has been adopted, send to the corporation
a written notice containing

|(a) |  | his
    name and address;                                               | 
|--- |  | ----------------------------------------------------------------------- | 
|(b) |  | the
    number and class of shares in respect of which he dissents; and | 
|(c) |  | a
    demand for payment of the fair value of such shares.              | 

(8) A dissenting shareholder shall, within thirty days after sending a
notice under subsection (7), send the certificates representing the shares in respect of
which he dissents to the corporation or its transfer agent.

(9) A dissenting shareholder who fails to comply with subsection (8)
has no right to make a claim under this section.

(10) A corporation or its transfer agent shall endorse on any share
certificate received under subsection (8) a notice that the holder is a dissenting
shareholder under this section and shall forthwith return the share certificates to the
dissenting shareholder.

(11) On sending a notice under subsection (7), a dissenting shareholder
ceases to have any rights as a shareholder other than the right to be paid the fair value
of his shares as determined under this section except where

|(a) |  | the
    dissenting shareholder withdraws his notice before the corporation makes an offer under
    subsection (12),                                                                                                                                                                            | 
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|(b) |  | the
    corporation fails to make an offer in accordance with subsection (12) and the dissenting
    shareholder withdraws his notice, or                                                                                                                                                       | 
|(c) |  | the
    directors revoke a resolution to amend the articles under subsection 173(2) or 174(5),
    terminate an amalgamation agreement under subsection 183(6) or an application for
    continuance under subsection 188(6), or abandon a sale, lease or exchange under subsection
    189(9), | 

in which case his rights as a shareholder are reinstated as of the date
he sent the notice referred to in subsection (7).

(12) A corporation shall, not later than seven days after the later of
the day on which the action approved by the resolution is effective or the day the
corporation received the notice referred to in subsection (7), send to each dissenting
shareholder who has sent such notice

|(a) |  | a
    written offer to pay for his shares in an amount considered by the directors of the
    corporation to be the fair value thereof, accompanied by a statement showing how the fair
    value was determined; or | 
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|(b) |  | if
    subsection (26) applies, a notification that it is unable lawfully to pay dissenting
    shareholders for their shares.                                                                                       | 

(13) Every offer made under subsection (12) for shares of the same
class or series shall be on the same terms.

(14) Subject to subsection (26), a corporation shall pay for the shares
of a dissenting shareholder within ten days after an offer made under subsection (12) has
been accepted, but any such offer lapses if the corporation does not receive an acceptance
thereof within thirty days after the offer has been made.

(15) Where a corporation fails to make an offer under subsection (12),
or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty
days after the action approved by the resolution is effective or within such further
period as a court may allow, apply to a court to fix a fair value for the shares of any
dissenting shareholder.

(16) If a corporation fails to apply to a court under subsection (15),
a dissenting shareholder may apply to a court for the same purpose within a further period
of twenty days or within such further period as a court may allow.

(17) An application under subsection (15) or (16) shall be made to a
court having jurisdiction in the place where the corporation has its registered office or
in the province where the dissenting shareholder resides if the corporation carries on
business in that province.

(18) A dissenting shareholder is not required to give security for
costs in an application made under subsection (15) or (16).

(19) On an application to a court under subsection (15) or (16),

|(a) |  | all
    dissenting shareholders whose shares have not been purchased by the corporation shall be
    joined as parties and are bound by the decision of the court; and                                | 
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|(b) |  | the
    corporation shall notify each affected dissenting shareholder of the date, place and
    consequences of the application and of his right to appear and be heard in person or by
    counsel. | 

(20) On an application to a court under subsection (15) or (16), the
court may determine whether any other person is a dissenting shareholder who should be
joined as a party, and the court shall then fix a fair value for the shares of all
dissenting shareholders.

(21) A court may in its discretion appoint one or more appraisers to
assist the court to fix a fair value for the shares of the dissenting shareholders.

(22) The final order of a court shall be rendered against the
corporation in favour of each dissenting shareholder and for the amount of the shares as
fixed by the court.

(23) A court may in its discretion allow a reasonable rate of interest
on the amount payable to each dissenting shareholder from the date the action approved by
the resolution is effective until the date of payment.

(24) If subsection (26) applies, the corporation shall, within ten days
after the pronouncement of an order under subsection (22), notify each dissenting
shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

(25) If subsection (26) applies, a dissenting shareholder, by written
notice delivered to the corporation within thirty days after receiving a notice under
subsection (24), may

|(a) |  | withdraw
    his notice of dissent, in which case the corporation is deemed to consent to the
    withdrawal and the shareholder is reinstated to his full rights as a shareholder; or                                                                               | 
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|(b) |  | retain
    a status as a claimant against the corporation, to be paid as soon as the corporation is
    lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of
    creditors of the corporation but in priority to its shareholders. | 

(26) A corporation shall not make a payment to a dissenting shareholder
under this section if there are reasonable grounds for believing that

|(a) |  | the
    corporation is or would after the payment be unable to pay its liabilities as they become
    due; or         | 
|--- |  | --------------------------------------------------------------------------------------------------------------------- | 
|(b) |  | the
    realizable value of the corporation's assets would thereby be less than the aggregate of
    its liabilities. | 











E

APPENDIX E
ITEM 2. OF SECTION 4.5(1) OF OSC RULE 61-501

4.5(1)

> 2. Previous Arm's Length Negotiations: If
>     (a) the consideration under the going private transaction is at least
>             equal in value to and is in the same form as the highest consideration agreed to with one
>             or more selling securityholders of the issuer in arm's length negotiations
>             (i) in connection with the going private transaction,
>                 (ii) in connection with another transaction involving securities of the
>                 class of affected securities, if the agreement was entered into not more than 12 months
>                 before the date of the first public announcement of the going private transaction, or
>                 (iii) in connection with two or more transactions or a combination of
>                 transactions referred to in subparagraphs (i) and (ii),
>             (b) at least
>             (i) one of the selling securityholders party to an agreement referred
>                 to in subparagraph (a)(i) or (ii) beneficially owns or exercises control or direction
>                 over, or beneficially owned or exercised control or direction over, and agreed to sell,
>                 (A) at least five percent of the outstanding securities of the class of
>                     affected securities, as determined in accordance with subsection (2), if the person or
>                     company proposing the going private transaction beneficially owned, directly or
>                     indirectly, 80 percent or more of the outstanding securities of the class of affected
>                     securities, as determined in accordance with subsection (2), or
>                     (B) at least 10 percent of the outstanding securities of the class of
>                     affected securities, as determined in accordance with subsection (2), if the person or
>                     company proposing the going private transaction beneficially owned, directly or
>                     indirectly, less than 80 percent of the outstanding securities of the class of affected
>                     securities, as determined in accordance with subsection (2), and
>             (c) one or more of the selling securityholders party to any of the
>             transactions referred to in paragraph (a) beneficially owns or exercises control or
>             direction over, or beneficially owned or exercised control or direction over, and agreed
>             to sell, in the aggregate, at least 20 percent of the outstanding securities of the class
>             of affected securities, as determined in accordance with subsection (3), beneficially
>             owned or over which control or direction is exercised by persons or companies other than
>             an interested party and persons or companies acting jointly or in concert with an
>             interested party,
>             (d) the person or company proposing the going private transaction
>             reasonably believes, after reasonable inquiry, that at the time of each of the agreements
>             referred to in paragraph (a)
>             (i) each selling securityholder party to the agreement had full
>                 knowledge of and access to information concerning the issuer and its securities,
>                 (ii) any factors peculiar to a selling securityholder party to the
>                 agreement, including non-financial factors, that were considered relevant by the selling
>                 securityholder in assessing the consideration did not have the effect of reducing the
>                 price that would otherwise have been considered acceptable by that selling securityholder,
>             (e) at the time of each of the agreements referred to in paragraph (a),
>             the person or company proposing the going private transaction did not know, and to the
>             knowledge of the person or company proposing the going private transaction, after
>             reasonable inquiry, no selling securityholder party to the agreement knew, of any material
>             non-public information in respect of the issuer or the affected securities that
>             (i) was not disclosed generally, and
>                 (ii) if disclosed, could have reasonably been expected to increase the
>                 agreed consideration,
>             (f) any of the agreements referred to in paragraph (a) was entered into
>             with a selling securityholder by a person or company other than the person or company
>             proposing the going private transaction, the person or company proposing the going private
>             transaction reasonably believes, after reasonable inquiry, that at the time of that
>             agreement, the person or company did not know of any material non-public information in
>             respect of the issuer or the affected securities that,
>             (i) was not disclosed generally, and
>                 (ii) if disclosed, could have reasonably been expected to increase the
>                 agreed consideration, and
>             (g) the person or company proposing the going private transaction,
>             after reasonable inquiry, does not know of any material non-public information in respect
>             of the issuer or the affected securities since the time of each of the agreements referred
>             to in paragraph (a) that has not been disclosed generally and could reasonably be expected
>             to increase the value of the affected securities.

F

APPENDIX F
BIG HORN RESOURCES LTD.
FINANCIAL STATEMENTS













Auditors' Report to the DIRECTORS

We have audited the balance sheets of Big Horn Resources Ltd. (Company)
as at December 31, 2000 (19X2) and 1999 (19X1) and the statements of
earnings and deficit and cash flows for each of the years in the three year period ended
December 31, 2000. These financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with Canadian generally accepted
auditing standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation.

In our opinion, these financial statements present fairly, in all
material respects, the financial position of the company as at December 31, 2000 (19X2)
and 1999 (19X1) and the results of its operations and its cash flows for each of
the years in the three year period ended December 31, 2000 in accordance with Canadian
generally accepted accounting principles.

(Signed) "KPMG

Chartered Accountants

Calgary [City], Canada

March 9, 2001, except Note 7

which is dated as June 22, 2001



|Big Horn
    Resources Ltd.                                                                                                                              |             |             |            
|-------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------- | ----------- | -----------
|Balance
    Sheets                                                                                                                                       |             |             |            
|                                                                                                                                                         | March 31    | December 31 | December 31
|                                                                                                                                                         | 2001        | 2000        | 1999       
|                                                                                                                                                         | (unaudited) |             |            
|Assets                                                                                                                                                   |             |             |            
|Current
    assets                                                                                                                                       |             |             |            
|Cash                                                                                                                                                     | $5,553      | $10,654     | $28,469    
|Accounts
    receivable                                                                                                                                  | 3,321,713   | 4,066,939   | 2,278,810  
|Prepaid
    expenses                                                                                                                                     | 602,086     | 682,595     | 187,492    
|                                                                                                                                                         | 3,929,352   | 4,760,188   | 2,494,771  
|Capital
    assets (note 3)                                                                                                                              | 28,071,373  | 24,924,749  | 19,893,418 
|                                                                                                                                                         | $32,000,725 | $29,684,937 | $22,388,189
|                                                                                                                                                         |             |             |            
|                                                                                                                                                         |             |             |            
|                                                                                                                                                         |             |             |            
|Liabilities                                                                                                                                              |             |             |            
|Current
    liabilities                                                                                                                                  |             |             |            
|Accounts
    payable and accrued liabilities                                                                                                             | $4,716,019  | $5,273,265  | $1,943,633 
|                                                                                                                                                         |             |             |            
|                                                                                                                                                         |             |             |            
|                                                                                                                                                         |             |             |            
|Bank
    indebtedness (note 4)                                                                                                                           | 6,200,000   | 4,800,000   | 4,700,000  
|                                                                                                                                                         |             |             |            
|Provision
    for future abandonment and site restoration costs                                                                                          | 273,451     | 274,119     | 202,796    
|                                                                                                                                                         |             |             |            
|Future
    income taxes (note 5)                                                                                                                         | 4,343,000   | 3,658,000   | -          
|                                                                                                                                                         |             |             |            
|                                                                                                                                                         | 15,532,470  | 14,005,384  | 6,846,429  
|                                                                                                                                                         |             |             |            
|Shareholders'
    Equity                                                                                                                                 |             |             |            
|                                                                                                                                                         |             |             |            
|Share
    capital (note 6)                                                                                                                               | 18,209,175  | 18,209,175  | 18,209,175 
|Deficit                                                                                                                                                  | (1,740,920) | (2,529,622) | (2,667,415)
|                                                                                                                                                         | 16,468,255  | 15,679,553  | 15,541,760 
|                                                                                                                                                         |             |             |            
|Subsequent
    event (note 7)                                                                                                                            |             |             |            
|                                                                                                                                                         | $32,000,725 | $29,684,937 | $22,388,189
|                                                                                                                                                         |             |             |            
|On Behalf of the Board:
                        (signed) "Reginald J. Greenslade", Director (signed)
                        ["Walter Dawson"], Director
|                                                                                                                                                         |             |             |            
|See
    accompanying notes to financial statements                                                                                                       |             |             |            



|Big Horn
    Resources Ltd.                   
|----------------------------------------------
|Statement
    of Earnings and Deficit         
|                                              
|                                              
|                                              
|                                              
|Revenue                                       
|Oil and
    gas sales                         
|                                              
|Expenses                                      
|Royalties,
    net of ARTC                    
|Operating
    expenses                        
|General
    and administrative expenses       
|Interest
    on long-term debt                
|Depletion
    and depreciation                
|                                              
|Earnings
    before income taxes              
|Income
    taxes (note 5)                     
|Future
    income taxes                       
|Current
    income taxes                      
|                                              
|Net
    earnings                              
|                                              
|                                              
|                                              
|Deficit
     beginning of period             
|Adjustment
    for change in accounting policy
|relating
    to future income taxes (note 5)  
|Deficit
     end of period                   
|                                              
|                                              
|                                              
|                                              
|Earnings
    per share, basic and diluted     
|                                              
|                                              
|                                              
|                                              
|                                              
|See accompanying notes to financial statements

Big Horn
    Resources Ltd.Statement
    of Cash FlowsThree Months Ended
    
    Years EndedMarch 31
    
    December 312001
    2000
    
    2000
    1999
    1998(unaudited)
    (unaudited)Cash
    provided by (used in) :OperationsNet
    earnings
    
    $788,702
    $568,906
    
    $2,163,793
    $1,873,758
    $197,806Add
    non-cash items:Depletion
    and depreciation
    
    827,000
    594,900
    
    3,096,000
    2,757,000
    1,365,000Future
    income taxes
    
    685,000
    284,000
    
    1,632,000
    -
    -Funds
    from operations
    
    2,300,702
    1,447,806
    
    6,891,793
    4,630,758
    1,562,806Net
    change in non-cash working capital
    items:Accounts
    receivable
    
    745,226
    (963,569)
    
    (1,788,129)
    (576,785)
    763,602Prepaid
    expenses
    
    80,509
    (24,967)
    
    (495,103)
    (174,506)
    (7,650)Accounts
    payable and accrued liabilities
    
    (557,246)
    116,508
    
    3,329,632
    75,953
    (1,400,234)2,569,191
    575,778
    
    7,938,193
    3,955,420
    918,524FinancingIncrease
    in bank indebtedness
    
    1,400,000
    (1,200,000)
    
    100,000
    3,278,241
    (178,241)Issue
    of share capital
    
    -
    -
    
    -
    -
    10,704,5901,400,000
    (1,200,000)
    
    100,000
    3,278,241
    10,256,349InvestingAdditions
    to capital assets
    
    (4,102,264)
    (2,095,295)
    
    (11,639,159)
    (7,422,493)
    (4,720,013)Proceeds
    on dispositions of capital assets
    
    136,000
    2,704,667
    
    3,539,828
    -
    -Abandonment
    and site restoration costs
    
    (7,668)
    -
    
    43,323
    (34,874)
    -Acquisition
    of Ironwood Petroleum Ltd.,
    net of cash acquired
    
    -
    -
    
    -
    -
    (6,548,925)(3,974,292)
    609,372
    
    (8,056,008)
    (7,457,367)
    (11,268,938)Increase (decrease) in cash
    
    (5,101)
    (14,850)
    
    (17,815)
    (223,706)
    175,935Cash
     beginning of period
    
    10,654
    28,469
    
    28,469
    252,175
    76,240Cash
     end of period
    
    $5,553
    $13,619
    
    $10,654
    $28,469
    $252,175Funds
    from operations per share,
    basic and diluted
    
    $0.08
    $0.05
    
    $0.25
    $0.17
    $0.10During the year ended December 31, 2000 the Company paid $149,011 (1999 -
    $238,675 and 1998 - $48,636) of interest on long-term debt.
    During the three months ended March 31, 2001 the Company paid $47,497
    (2000 - $51,142) of interest on long-term debt.See
    accompanying notes to financial statements


> Big Horn Resources Ltd.

Notes to Financial Statements

For the Years Ended December 31, 2000, 1999 and 1998

For the Three Months Ended March 31, 2001 and 2000 (unaudited)

____________________________________________________________________________________

1. Significant accounting policies

> These financial statements are prepared in accordance with Canadian
>     generally accepted accounting principles. Substantially all of the exploration and
>     production activities of the Company are conducted jointly with others and these financial
>     statements reflect only the Company's proportionate interest in such activities.
>     (a) Petroleum and natural gas properties
>     The Company follows the full cost method of accounting for petroleum
>     and natural gas properties. All costs related to the exploration for and the development
>     of oil and gas reserves are capitalized into a single cost centre representing the
>     Company's activity undertaken exclusively in Canada. Costs capitalized include land
>     acquisition costs, geological and geophysical expenditures, lease rentals on undeveloped
>     properties and costs of drilling productive and non-productive wells. Proceeds from the
>     disposal of properties are applied as a reduction of cost without recognition of a gain or
>     loss except where such disposals would result in a major change in the depletion rate.
>     Capitalized costs are depleted and depreciated using the
>     unit-of-production method based on the estimated gross proven oil and natural gas reserves
>     before royalties as determined by independent engineers. Units of natural gas are
>     converted into barrels of equivalents on a relative energy content basis.
>     Capitalized costs, net of accumulated depletion and depreciation, are
>     limited to estimated future net revenues from proven reserves, based on year-end prices,
>     undiscounted, less estimated future abandonment and site restoration costs, general and
>     administrative expenses, financing costs and income taxes.
>     Estimated future abandonment and site restoration costs are provided
>     for over the life of proven reserves on a unit-of-production basis. The annual charge is
>     included in depletion and depreciation expense and actual abandonment and site restoration
>     costs are charged to the provision as incurred.
>     The amounts recorded for depletion and depreciation and the provision
>     for future abandonment and site restoration costs are based on estimates of proven
>     reserves and future costs. The recoverable value of capital assets is based on a number of
>     factors including the estimated proven reserves and future costs. By their nature, these
>     estimates are subject to measurement uncertainty and the impact on financial statements of
>     future periods could be material.
>     (b) Income taxes
>     Effective January 1, 2000 the Company adopted the liability method of
>     accounting for future income taxes. Under the liability method, future income tax assets
>     and liabilities are determined based on "temporary differences" (differences
>     between the accounting basis and the tax basis of the assets and liabilities), and are
>     measured using the currently enacted, or substantially enacted, tax rates and laws
>     expected to apply when these differences reverse. A valuation allowance is recorded
>     against any future income tax assets if it is more likely than not that the asset will not
>     be realized. Income tax expense or benefit is the sum of the Company's provision for
>     current income taxes and difference between the opening and ending balances of the future
>     income tax assets and liabilities.
>     Prior to adoption of this new standard, income tax expense was
>     determined using the deferral method. Under this method, deferred income tax expense was
>     determined based on "timing differences" (differences between the accounting and
>     tax treatment of items of expense or income), and were measured using tax rates in effect
>     in the year the differences originated. Certain deferred tax assets, such as the benefit
>     of tax losses carried forward, were not recognized unless there was virtual certainty that
>     they would be realized.

(c) Financial instruments

> The Company's financial instruments consist of cash, accounts
>     receivable, accounts payable, accrued liabilities and bank indebtedness. The fair values
>     of all of the Company's financial instruments approximate their carrying values.
>     (d) Estimates and assumptions
>     The preparation of financial statements in conformity with generally
>     accepted accounting principles requires management to make estimates and assumptions that
>     affect the reported amounts of assets and liabilities, the disclosure of contingent assets
>     and liabilities at the dates of the financial statements and the reported amounts of
>     revenue and expenses during the reporting periods. Actual results could differ from those
>     estimates.

2. Acquisition

> Effective October 1, 1998 the Company acquired all of the issued and
>     outstanding shares of Ironwood for $7,230,361 including acquisition costs of $143,191.
>     This business combination has been accounted for using the purchase method based on the
>     assets and liabilities of Ironwood as at September 30, 1998. The results of operations of
>     Ironwood have been included in the Company's financial statements effective from October
>     1, 1998.

Details of the acquisition are as follows:

Assets
    acquired:Current
    assets, excluding cash
    
    $613,792Capital
    assets
    
    7,342,545Liabilities
    assumed:Current
    liabilities
    
    1,321,742Provision
    for future abandonment and site restoration costs
    
    85,6701,407,412Net
    non-cash assets acquired
    
    6,548,925Cash
    acquired
    
    681,436Net
    assets acquired
    
    $7,230,361Consideration:Cash
    
    $7,230,361


> 3. Capital assets

Accumulateddepletion
    andCost
    Depreciation
    NetMarch 31, 2001Petroleum and natural gas
    properties
    $
    41,700,382
    $
    14,007,982
    $
    27,692,400Office furniture and
    equipment
    595,473
    216,500
    378,973$
    42,295,855
    $
    14,224,482
    $
    28,071,373December 31, 2000Petroleum and natural gas
    properties
    $
    37,803,498
    $
    13,207,982
    $
    24,595,516Office furniture and
    equipment
    525,733
    196,500
    329,233$
    38,329,231
    $
    13,404,482
    $
    24,924,749December
    31, 1999Petroleum and natural gas
    properties
    $
    29,779,864
    $
    10,221,982
    $
    19,557,882Office furniture and
    equipment
    450,036
    114,500
    335,536$
    30,229,900
    $
    10,336,482
    $
    19,893,418


> At March 31, 2001 costs of undeveloped land of $3,330,000 (2000 -
>     $3,060,000 and 1999 - $1,444,000) have been excluded from the calculation of depletion
>     expense.
>     4. Bank indebtedness
>     Bank indebtedness represents the outstanding balance under an
>     authorized line of credit of $9,250,000 with the Alberta Treasury Branches. Drawings under
>     the line of credit bear interest at 1% above the bank's prime lending rate. Security is
>     provided by a first charge over all of the Company's assets. The balance is repayable on
>     demand.
>   5. Income taxes
>   During the year ended December 31, 2000, the Company changed its method
>     of accounting for income taxes from the deferral method to the liability method, described
>     in note 1(b), and has applied this change retroactively without restating prior periods.
>     As a result, on January 1, 2000 the future income tax liability and the deficit were both
>     increased by $2,026,000.

> The income tax provision is calculated by applying Canadian federal and
>     provincial statutory tax rates to pre-tax income with adjustments as set out in the
>     following table:

|                                                    | Three Months Ended
    March 31
    2001 | Three Months Ended
    March 31
    2000 | Year Ended
    Dec 31
    2000 | Year Ended
    Dec 31
    1999 | Year Ended Dec 31
    1998
|--------------------------------------------------- | ---------------------------------------- | ---------------------------------------- | ------------------------------ | ------------------------------ | --------------------------
|Earnings
    before income taxes                    | $1,503,702                               | $874,906                                 | $3,891,954                     | $1,873,758                     | $197,806                  
|Combined
    federal and provincial income tax rate | 45%                                      | 45%                                      | 45%                            | 45%                            | 45%                       
|Computed
    income tax provision                   | $676,666                                 | $393,708                                 | $
    1,751,379                | $ 843,191                      | $ 89,013                  
|Increase
    (decrease) resulting from:             |                                          |                                          |                                |                                |                           
|Non-deductible
    Crown royalties                  | 405,024                                  | 228,614                                  | 1,113,128                      | 815,471                        | 330,734                   
|Resource
    allowance                              | (363,390)                                | (224,378)                                | (1,018,156)                    | (689,497)                      | (248,225)                 
|Alberta
    Royalty Tax Credit                      | (60,300)                                 | (23,400)                                 | (149,061)                      | (350,078)                      | (96,056)                  
|Recognition
    of accounting loss carry-forwards   | -                                        | -                                        | -                              | (942,667)                      | (361,939)                 
|Depletion
    on assets with no tax base            | -                                        | -                                        | -                              | 341,363                        | 285,237                   
|Capital
    taxes                                   | 30,000                                   | 22,000                                   | 96,161                         | (17,783)                       | -                         
|Other                                               | 27,000                                   | (90,544)                                 | (65,290)                       |                                | 1,236                     
|                                                    | $715,000                                 | $306,000                                 | $1,728,161                     | $ -                            | $ -                       



> The components of the net future income tax liability at March 31, 2001
>     and December 31, 2000 are as follows:

March
    31, 2001
    Dec
    31, 2000Future
    income tax assets:Share
    issue costs
    $128,000
    $152,000Future
    site restoration
    91,000
    92,000$219,000
    $244,000Future
    income tax liabilities:Property,
    plant and equipment
    $4,562,000
    $3,902,000Net
    future income tax liability
    $4,343,000
    $3,658,000


> At March 31, 2001 the Company had approximately $18,200,000 of tax
>     pools available to reduce future taxable income.

6. Share capital

> (a) Authorized:
>   Unlimited number of voting common shares without nominal or par value.
>   (b) Issued:

Number of common shares
    AmountBalance
    at December 31, 1997
    9,827,971
    7,504,585Shares
    issued on conversion of Special Warrants ( see note 6(b)(i) )
    3,434,000
    -Shares issued on exercise
    of stock options
    564,500
    172,260Shares
    issued as compensation
    10,220
    9,198Shares
    issued on private placement ( see note 6(b)(ii) )
    3,210,000
    3,600,000Shares
    issued on private placement ( see note 6(b)(iii) )
    1,075,500
    914,175Proceeds
    from private placement subscription ( see note 6(b)(iv) )
    -
    6,500,000Share
    issue costs
    -
    (491,043)Balance, December 31, 1998
    18,122,191
    18,209,175Shares
    issued through a private placement ( see note 6(b)(iv) )
    10,000,000
    -Balance,
    December 31, 1999 and 2000, and March 31, 2001
    28,122,191
    $18,209,175


> (i) On September 16, 1997 the Company issued 592,000 Special Warrants
>       at a price of $2.00 per Special Warrant. Each Special Warrant entitled the holder to
>       acquire one common share, one flow-through common share and one share purchase warrant at
>       no additional cost. Each share purchase warrant entitled the holder to purchase an
>       additional share of the Company at a price of $1.25 per share exercisable until September
>       21, 1998. On September 17, 1997 the Company issued 2,250,000 Special Warrants, of which
>       1,125,000 were flow-through Special Warrants, at a price of $1.00 per Special Warrant.
>       Each Special Warrant entitled the holder to acquire one common share and one share
>       purchase warrant at no additional cost. Each share purchase warrant entitled the holder to
>       purchase an additional share of the Company at a price of $1.25 per share exercisable
>       until September 21, 1998. The net proceeds to the Company from both issues were
>       $3,045,585. These proceeds were received in 1997. All of the common shares referred to
>       above were issued in 1998. The share purchase warrants expired unexercised on September
>       21, 1998.
>       On March 20, 1998 the Vancouver Stock Exchange approved a non-brokered
>       private placement of 3,000,000 common shares at a price of $1.20 per share for proceeds of
>       $3,600,000. The private placement included 2,000,000 share purchase warrants exercisable
>       up to March 22, 1999 at a price of $1.50 per common share. In addition, 210,000 common
>       shares were issued as a finder's fee. The share purchase warrants expired unexercised on
>       March 22, 1999
>       On December 31, 1998 the Company issued 1,075,500 flow-through common
>       shares through a non-brokered private placement. Proceeds to the Company from this issue
>       were $914,175. Pursuant to the flow-through share agreement, the Company has renounced
>       $914,175 of income tax deductions to the subscribers of these shares.
>       As described in note 2, the Company acquired, effective October 1,
>       1998, all of the issued and outstanding shares of Ironwood for $7,230,361. This
>       acquisition was partly financed by the issuance of 10,000,000 common shares at a price of
>       $0.65 per share. This private placement received final approval by the Toronto Stock
>       Exchange on January 29, 1999 and the common shares were issued from treasury on February
>       4, 1999. The remaining funds held in escrow pursuant to the private placement were
>       released to the Company on February 5, 1999 in the amount of $4,278,241. These funds were
>       recorded as a reduction in the Company's bank indebtedness at December 31, 1998.
>     (c) Options:

|                                          | Number
    of
    Options | Weighted-average
    exercise price
|----------------------------------------- | ------------------------- | -----------------------------------
|Outstanding at January 1,
    1999        | 934,500                   | $0.94                              
|Options granted                           | 817,000                   | $0.75                              
|Options
    forfeited                     | (20,000)                  | $1.06                              
|Outstanding at December
    31, 1999      | 1,731,500                 | $0.85                              
|Options granted                           | 336,000                   | $0.72                              
|Options
    forfeited                     | (200,000)                 | $0.80                              
|Outstanding at December
    31, 2000      | 1,867,500                 | $0.83                              
|Options granted                           | 282,000                   | $0.75                              
|Outstanding at March 31,
    2001         | 2,149,500                 | $0.82                              
|Options exercisable at
    March 31, 2001 | 874,250                   | $0.85                              

> There were 2,149,500 options outstanding at March 31, 2001. These
>     options are exercisable at prices ranging from $0.65 to $1.15 and expire on dates ranging
>     from November 25, 2001 to September 6, 2009.
>   (d) Per share amounts:
>   The Company adopted, effective for the year ended December 31, 2000,
>     the treasury stock method in place of the imputed earnings method of determining the
>     dilutive effect of stock options and other dilutive instruments on per share amounts.
>     Diluted per share amounts are calculated based on the assumption that proceeds obtained
>     upon the exercise of options would be used to purchase common shares at the average market
>     price during the period. Only "in the money" dilutive instruments impact the
>     diluted calculations. The change in policy had no impact on the per share amounts reported
>     for 1999.
>     The weighted average number of common shares outstanding during the
>     year ended December 31, 2000 was 28,122,191 (1999  27,190,684 and 1998 
>     15,426,358). In computing diluted earnings per share, 10,145 shares were added to the
>     weighted average number of common shares outstanding during the year as a result of the
>     dilutive effect of stock options. No adjustments were required to reported earnings or
>     funds from operations in computing diluted per share amounts.
>     The weighted average number of common shares outstanding during the
>     three-month ended March 31, 2001 was 28,122,191 (March 31, 2000  28,122,191). In
>     computing diluted earnings per share 125,300 shares were added to the weighted average
>     number of common shares outstanding during the quarter as a result of the dilutive effect
>     of stock options. No adjustments were required to reported earnings or funds from
>     operations in computing diluted per share amounts.

7. Subsequent event

> Westlinks Resources Ltd. announced on April 25, 2001 that it had
>     entered into an agreement to acquire 100% of the common shares of Big Horn by way of a
>     plan of arrangement. Holders of Big Horn common shares will be offered, in consideration
>     for their shares, either
>     (i) 0.1905 of a Westlinks common share (the "share offer"),
>         or
>         (ii) 1.0 special share (redeemable for $0.22 cash) and 0.74 of a
>         Westlinks preferred share (the "cash offer").
>     The Westlinks' preferred shares issued as consideration under the cash
>     offer will be redeemable at any time by Westlinks at a price of $0.85 per share, each
>     holder of a Westlinks preferred share may require Westlinks to redeem all or any of the
>     Westlinks preferred shares held by such holder at any time following the first anniversary
>     of the issuance thereof at a price of $0.85 per share.
>     Westlinks has also entered into an agreement with Eurogas, Inc., Big
>     Horn's controlling shareholder, whereby Westlinks will acquire 8,275,500 shares of Big
>     Horn common stock from Eurogas, Inc. on the basis of the cash offer detailed above.
>     The consummation of the plan of arrangement is subject to regulatory
>     and court approval, among other conditions, shall be made in accordance with all
>     applicable securities laws, stock exchange rules, and corporation laws, and must be
>     approved by at least 66 2/3% of the votes cast by holders of Big Horn common shares,
>     voting as a class, present in person or by proxy at the special meeting convened for the
>     purpose of voting on the plan of arrangement, and by a simple majority of such holders of
>     Big Horn shareholders, other than Westlinks, voting as a class, present in person or by
>     proxy at the special meeting.

G

APPENDIX G
WESTLINKS RESOURCES LTD.
FINANCIAL STATEMENTS





















Auditors' Report TO THE directors



We have audited the consolidated balance sheet of Westlinks Resources
Ltd. as at December 31, 2000 and the consolidated statements of income (loss)
and retained earnings and cash flows for the year then ended. These financial statements
are the responsibility of the Corporation's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with Canadian generally accepted
auditing standards and United States generally accepted auditing standards. Those
standards require that we plan and perform an audit to obtain reasonable assurance whether
the financial statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial
statement presentation.

In our opinion, these consolidated financial statements present fairly,
in all material respects, the financial position of the Corporation as at December 31,
2000 and the results of its operations and its cash flows for the year then ended in
accordance with Canadian generally accepted accounting principles.



(Signed) "KPMG



Chartered Accountants

Calgary, Canada

March 23, 2001

(except for note 13, which is as of

June 22, 2001)













Auditors' Report

______________________________________________________________________________________

To the Shareholders

Westlinks Resources Ltd.

We have audited the consolidated balance sheets of Westlinks Resources
Ltd. as at December 31, 1999 and 1998 and the consolidated statements of income
(loss) and retained earnings and cash flow for the years then ended. These financial
statements are the responsibility of the companys management. Our responsibility is
to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain reasonable
assurance whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluatingthe overall financial
statement presentation.

In our opinion, these consolidated financial statements present fairly,
in all material respects, the financial position of the company as at December 31,
1999 and 1998 and the results of its operations and its cash flow for the years then ended
in accordance with generally accepted accounting principles.

(signed) "Collins Barrow Calgary LLP"

CHARTERED ACCOUNTANTS

Calgary, Alberta
March 31, 2000

> 









westlinks resources ltd.

Consolidated Balance Sheets

March 31, December 31,

2001 2000 1999

(unaudited)

Assets

Current assets:

> Cash $ 3,956 $ 1,443 $ 42,288
>     Accounts receivable 1,711,702 2,413,054 684,787
>     Advances and prepaid expenses 123,291 91,942 -
>     1,838,949 2,506,439 727,075

Capital assets (note 4) 23,802,216 18,867,750 7,016,726

Investments (note 5) 422,000 422,000 -

Deferred share issue costs - 837,555 



$ 26,063,165 $ 22,633,744 $ 7,743,801

Liabilities and Shareholders' Equity

Current liabilities:

> Accounts payable and accrued liabilities $ 1,834,153 $ 4,354,949 $ 687,042
>     Income taxes payable 1,430,171 1,316,171 -
>     Current portion of bank loan - -
>     1,075,000
>     3,264,324 5,671,120 1,762,042

Bank loan (note 6) 6,435,000 8,403,000 1,525,000

Deferred gain (note 7) 1,490,380 - -

Future income taxes (note 8) 91,378 631,427 297,793

Provision for future site restoration 282,847 250,847 181,332

Shareholders' equity:

> Share capital (note 9) 11,092,868 4,881,346 3,663,330
>     Contributed surplus 150,500 150,500 -
>     Retained earnings 3,255,868 2,645,504 314,304
>     14,499,236 7,677,350 3,977,634

Subsequent events (note 13)



$ 26,063,165 $ 22,633,744 $ 7,743,801

See accompanying notes to consolidated financial statements.

On behalf of the Board:



(signed) "John P. McGrain" , Director (signed) "Norman
J. MacKenzie", Director

> westlinks resources ltd.

Consolidated Statement of Income (Loss)
  and Retained Earnings



Three months ended

March 31, Years ended December 31,

2001 2000 2000 1999 1998

(unaudited)

Revenue:

> Oil and gas $ 4,288,379 $ 1,740,985 $ 16,700,151 $ 2,515,456 $ 1,786,172
>     Less: Royalties, 
>     net of ARTC (707,711) (391,860) (3,310,138) (442,335) (96,237)
>     3,580,668 1,349,125 13,390,013 2,073,121 1,689,935

Expenses:

> Operating 1,370,757 405,464 4,029,703 784,936 852,677
>     General and 
>     administrative 256,728 214,175 1,391,297 862,546 419,522
>     Interest 40,219 64,356 833,342 131,872 185,153
>     Depletion, depreciation 
>     and site restoration 948,600 360,340 4,493,223 841,580 804,943
>     2,616,304 1,044,335 10,747,565 2,620,934 2,262,295

Income (loss) before the
  following 964,364 304,790 2,642,448 (547,813) (572,360)

Gain (loss) on sale of 
  investments - - -
  160,000 -

Gain on sale of capital 
  assets - - 1,338,557 91,402 946,738



Income (loss) before
  income taxes 964,364 304,790 3,981,005 (296,411) 374,378

Income taxes (recovery) 
  (note 8):

> Current 114,000 - 1,316,171 - -
>     Future 240,000 146,596 333,634 (246,884) 120,297
>     354,000 146,596 1,649,805 (246,884) 120,297

Net income (loss) 610,364 158,194 2,331,200 (49,527) 254,081

Retained earnings, 
  beginning of period 2,645,504 314,304 314,304 363,831 109,750



Retained earnings, 
  end of period $ 3,255,868 $ 472,498 $ 2,645,504 $ 314,304 $ 363,831

Net income (loss) per share:

Basic $ 0.11 $ 0.04 $ 0.53 $ (0.02) $ 0.11

Fully diluted $ 0.11 $ 0.04 $ 0.50 $ (0.02) $ 0.11



See accompanying notes to consolidated financial statements.



westlinks resources ltd.

Consolidated Statement of Cash Flows

Three months ended

March 31, Years ended December 31,

2001 2000 2000 1999 1998

(unaudited)

Cash provided by (used in):

Operations:

> Net income (loss) $ 610,364 $ 158,194 $ 2,331,200 $ (49,527) $ 254,081
>     Add (deduct) items not
>     involving cash:
>     Depletion, depreciation
>     and site restoration 948,600 360,340 4,493,223 841,580 804,943
>     Gain on sale of
>     capital assets - - (1,338,557)
>     (91,402) (946,738)
>     Gain (loss) on sale
>     of investments - -  (160,000) -
>     Future income taxes
>     (recovery) 240,000 146,596 333,634 (246,884) 120,297
>     Non-cash interest
>     expense - - 56,000 - -
>     Deferred gain 1,680,031 - - - -
>     Amortization of gain (189,651) - -
>     - -
>     Funds flow from
>     operations 3,289,344 665,130 5,875,500 293,767 232,583
>     Change in non-cash
>     operating working capital:
>     Change in accounts
>     receivable, advances 
>     and prepaids 670,002 (564,614) (1,820,209) (453,399) 689,780
>     Increase in accounts
>     payable, accrued
>     liabilities and income
>     taxes payable (2,406,796) 1,058,347 4,984,078 464,342 (241,144)

1,552,550 1,158,863 9,039,369 304,710 681,219

Financing:

> Deferred share issue costs - -
>     (837,555) - -
>     Bank loan (repayment) (1,968,000) 1,800,000 5,803,000 1,800,000 800,000
>     Issuance of common
>     shares, net of costs 6,269,028 378,128 1,312,517 1,237,278 (29,524)
>     Issuance of warrants - - - - 500
>     Agreement payable - - - - (3,830,538)
>     Note payable - - - - (500,000)
>     Shareholder loan - - - - (250,164)
>     Due to related company - - - - (40,139)
>     4,301,028 2,178,128 6,277,962 3,037,278 (3,849,865)

Investments:

> Due from related parties - - - - 22,509
>     Notes receivable - - - - 523,697
>     Acquisition of investment - -
>     (250,000) - -
>     Acquisition of subsidiaries,
>     net of cash - - -
>     (400,000) 23,563
>     Purchase of capital assets (5,851,065) (3,379,758) (20,853,515) (3,768,926) (277,021)
>     Proceeds on disposal
>     of capital assets - - 5,764,570
>     796,800 2,027,700
>     Abandonment costs - 8,889 (19,231) (1,413) (11,792)
>     (5,851,065) (3,370,869) (15,358,176) (3,373,539) 2,308,656

Increase (decrease) in cash 2,513 (33,878) (40,845) (31,551) (859,990)

Cash, beginning of period 1,443 42,288 42,288 73,839 933,829

Cash, end of period $ 3,956 $ 8,410 $ 1,443 $ 42,288 $ 73,839

Funds provided by (used in) operations 
  per share:

Basic $ 0.60 $ 0.16 $ 1.33 $ 0.10 $ 0.10

Fully diluted $ 0.60 $ 0.16 $ 1.23 $ 0.10 $ 0.10

Cash paid during the year for:

> Interest expense $ 40,219 $ 64,356 $ 815,742 $ 130,379 $ 177,780

See accompanying notes to consolidated financial statements.

> 

westlinks resources ltd.

Notes to Consolidated Financial
  Statements

Years ended December 31, 2000, 1999 and 1998

(Information as at March 31, 2001 and 2000 and the three months ended March 31, 2001
and 2000 is unaudited)

> 

1. Corporation activities:

> Westlinks Resources Ltd. ("Westlinks'') was formed on June 30,
>   1998 by the amalgamation of Temba Resources Ltd. ("Temba'') and PTR Resources Ltd.
>   ("PTR'') in a share-for-share exchange. The combination has been recorded using the
>   purchase method of accounting with Temba being identified as the acquiror. Shareholders of
>   Temba received one common share of Westlinks for every five common shares of Temba and
>   shareholders of PTR received one common share of Westlinks for every thirty-one and one
>   quarter shares of PTR.

2. Significant accounting policies:

> These financial statements have been prepared using accounting
>   principles generally accepted in Canada which include:
>   (a) Principles of consolidation:
>   The consolidated financial statements include the accounts of the
>     Corporation and its wholly-owned subsidiary, 759795 Alberta Ltd.
>   (b) Cash and cash equivalents:
>   Cash and cash equivalents consist of balances with banks and short-term
>     investments with maturities not exceeding 90 days.
>   (c) Investments:
>   The Corporation records its investments for which the Corporation has
>     no significant influence using the cost method of accounting whereby the investments are
>     initially recorded at cost. Earnings are recognized only to the extent received or
>     receivable.
>     The Corporation uses the equity method to account for its interest in
>     corporations in which the Corporation owns 50% or less but over which the Corporation has
>     significant influence. Under this method, the investment is originally recorded at cost
>     and the carrying value is adjusted thereafter to include the Corporation's pro-rata share
>     of post acquisition earnings and losses. Profit distributions are recorded as a reduction
>     to the amount of the investment.
>     Where there has been a permanent decline in value, the investment is
>     stated at estimated net realizable value.

> (d) Exploration and development costs:
>   The Corporation follows the successful efforts method of accounting for
>     its oil and gas exploration and development costs. The initial acquisition costs of oil
>     and gas properties and the costs of drilling and equipping development wells and
>     successful exploratory wells are capitalized. The costs of exploration wells classified as
>     unsuccessful are charged to expense. All other exploration expenditures, including
>     geological and geophysical costs and annual rentals on exploratory acreage, are charged to
>     expense as incurred.
>     Capitalized costs of producing properties and equipment are depleted
>     and depreciated using the unit-of-production method based on estimated proven reserves
>     determined by independent and Corporation engineers. Costs subject to depletion also
>     include estimated future capital associated with proven properties. For the purposes of
>     the calculation, natural gas reserves and production are converted to equivalent volumes
>     of crude oil based on their approximate relative energy content. All property and
>     equipment is periodically evaluated and if conditions warrant, an impairment provision is
>     provided.
>   (e) Future site restoration costs:
>   Estimated site restoration costs are provided over the life of the
>     proven reserves on a unit-of-production basis. Costs which include the cost of production
>     equipment removal and environmental clean up are estimated each year by management based
>     on current regulations, costs, technology and industry standards. The annual charge is
>     included in the provision for depletion and depreciation and the actual restoration
>     expenditures are charged to the accumulated provision account as incurred.
>   (f) Measurement uncertainty:
>   The amounts recorded for depletion and depreciation of exploration and
>     development costs and the provision for future site restoration are based on estimated
>     proven reserves, production rates, future oil and natural gas prices and future costs. By
>     their nature, these estimates are subject to measurement uncertainty and the effect of
>     changes in such estimates in future periods could be significant.
>   (g) Joint venture accounting:
>   Substantially all of the Corporation's exploration and production
>     activities are conducted jointly with others, and accordingly these financial statements
>     reflect only the Corporation's proportionate interest in such activities.
>   (h) Depreciation:
>   Office equipment and other is depreciated using the declining balance
>     method at rates ranging from 20% to 30% per annum.
>   (i) Stock options:
>   The Corporation has a stock option plan as described in note 8(c). No
>     compensation expense is recognized when stock options are issued to officers, directors
>     and employees. Any consideration received by the Corporation on exercise of stock options
>     is credited to share capital. The Corporation has retroactively adopted the new standard
>     for computation presentation and disclosure of per share amounts. Under the new standard,
>     the treasury-stock method is used instead of the imputed earnings method to determine the
>     dilutive effect of stock options and other dilutive instruments. Under the treasury-stock
>     method, only "in the money" dilutive instruments impact the diluted
>     calculations.
>   (j) Flow-through shares:
>   The Corporation, from time to time, issues flow-through shares to
>     finance a portion of its capital expenditure program. Pursuant to the terms of the
>     flow-through share agreements, the tax deductions associated with the expenditures are
>     renounced to the subscribers. Accordingly, share capital is reduced and a future tax
>     liability is recorded equal to the estimated amount of future income taxes payable by the
>     Corporation as a result of the renunciations, when the shares are issued.
>   (k) Income taxes:
>   Income taxes are accounted for using the liability method of income tax
>     allocation. Under the liability method, income tax assets and liabilities are recorded to
>     recognize future income tax inflows and outflows arising from the settlement or recovery
>     of assets and liabilities at the carrying values. Income tax assets are also recognized
>     for the benefits from tax losses and deductions that cannot be identified with particular
>     assets or liabilities, provided those benefits are more likely than not to be realized.
>     Future income tax assets and liabilities are determined based on the tax laws and rates
>     that are anticipated to apply in the period of realization.
>   (l) Revenue recognition:
>   Revenue from the sale of oil and gas is recognized based on volumes
>     delivered to customers at contractual delivery points and rates. The costs associated with
>     the delivery, including operating and maintenance costs, transportation and production
>     based royalty expenses are recognized in the same period in which the related revenue is
>     earned and recorded.
>   (m) Risk management:
>   The Corporation purchases physical delivery contracts to hedge its
>     exposure to the risks associated with fluctuating oil prices. Gains and losses associated
>     with risk management activities are recognized as adjustments to oil and gas revenue at
>     the time the related production is sold.
>   (n) Comparative figures:
>   The presentation of certain figures of the previous year has been
>     changed to conform with the presentation adopted for the current year.

3. Business combinations:

> (a) Effective August 12, 1999, the Corporation acquired all of the
>     issued and outstanding shares of 759795 Alberta Ltd., a related party by virtue of a
>     common director for cash consideration of $400,000. The transaction has been accounted for
>     using the purchase method of accounting for a business combination at the exchange amount
>     as there was a substantive change in ownership and the amount is supported by independent
>     evidence.
>     The results of operations of 759795 are included in the accounts from
>     August 12, 1999, being the date the Corporation acquired control.
>     The purchase price was allocated as follows:
>     
>     
>     Capital assets $ 722,282
>       Future income taxes (322,282)
>       
>       $ 400,000
>     (b) Effective June 30, 1998, the Corporation acquired 88.5% of the
>     outstanding shares of PTR, a related party by virtue of common shareholders, director and
>     officer. Prior to this acquisition, the Corporation held 11.5% of the outstanding shares
>     of PTR. The transaction was accounted for using the purchase method of accounting for a
>     business combination at the carrying amounts, which approximated fair values. The results
>     of operations from PTR are included in the consolidated financial statements from the
>     effective date of the transaction, being June 30, 1998.
>     The net assets acquired were as follows:
>       
>       
>       Cash $ 23,563
>       Accounts receivable 132
>       Future income tax asset 7,327
>       Notes receivable 523,697
>       Due to related parties (10,139)
>       Accounts payable and accrued liabilities (29,541)
>       Share issuance costs 19,960
>     534,999
>     Less: Investment previously acquired at cost (76,104)
>       
>       $ 458,895
>     The consideration for the purchase price was as follows:
>     
>     
>     Shares issued - 647,837 common (note 9(b)) $ 534,999
>       Shares eliminated on amalgamation (note 9(b)(c)) (76,104)
>       
>       $ 458,895

4. Capital assets:

> Accumulated
>     depletion,
>     depreciation Net book
>     March 31, 2001 Cost and amortization value
>     Petroleum and natural gas 
>     properties and equipment $ 29,325,756 $ 5,630,583 $ 23,695,173
>     Furniture and office equipment 156,295 49,252 107,043
>     
>     $ 29,482,051 $ 5,679,835 $ 23,802,216
>     December 31, 2000
>     Petroleum and natural gas 
>     properties and equipment $ 23,474,691 $ 4,722,583 $ 18,752,108
>     Furniture and office equipment 156,295 40,653 115,642
>     
>     $ 23,630,986 $ 4,763,236 $ 18,867,750
>     December 31, 1999
>     Petroleum and natural gas 
>     properties and equipment $ 8,120,552 $ 1,148,260 $ 6,972,292
>     Furniture and office equipment 66,887 22,453 44,434
>     
>     $ 8,187,439 $ 1,170,713 $ 7,016,726
>   The estimated future cash flows from the reserves were less than the
>   capitalized costs of the assets in several areas where the Corporation participates. As a
>   result, the Corporation wrote down petroleum and natural gas properties by $505,702 for
>   the year ended December 31, 2000 (December 31, 1999 - $65,652). This amount is included in
>   depletion and depreciation expense. Future capital included in the calculation of
>   depletion and depreciation includes the cost to develop proven undeveloped reserves of
>   $2,291,700 (2000 - $2,291,800) and the recovery of future salvage values of $935,670
>   (December 31, 2000 - $935,670; December 31, 1999 - $282,000).
>   Costs of unproven petroleum and natural gas properties amounting to
>   $60,253 at March 31, 2001 (December 31, 2000 - $60,253) have been excluded from the
>   depletion calculation. The estimated future site restoration costs to be accrued over the
>   remaining life of the proved reserves are approximately $938,488 (December 31, 2000 -
>   $1,084,865).

5. Investments:



> March 31, December 31,
>     2001 2000 1999
>     Red Raven Resources Inc. ("Red Raven"),
>     a public company, 1,720,000 common
>     voting shares, at equity $ 172,000 $ 172,000 $ -
>     Raptor Capital Corporation ("Raptor"), a public 
>     company, 1,250,000 units, each unit consisting
>     of two common shares and one share
>     purchase warrant entitling the holder to
>     purchase one common share at a price of
>     $0.15 per share, expiring July 19, 2000 250,000 250,000 -
>     
>     $ 422,000 $ 422,000 $ -
>   A director of the Corporation is also the chairman of Raptor. The
>   transaction involved a private placement of units to several subscribers by Raptor for
>   properties of the Corporation. This transaction was measured at the exchange amount, which
>   was the amount of the subscription price established by Raptor for the private placement.
>   The investments were disposed of subsequent to March 31, 2001 (see note
>   13).

6. Long-term debt:

> (a) At March 31, 2001, the Corporation had a $9,000,000 (December
>     31, 2000 - $9,000,000; December 31, 1999 - $3,025,000) revolving credit facility at a
>     Canadian chartered bank of which $6,435,000 (December 31, 2000 - $8,403,000) was drawn.
>     The interest rate on the facility is prime plus .25% per annum payable monthly. The loans
>     are secured by a general assignment of book debts and a $25,000,000 floating charge
>     debenture on all assets. The Corporation is required to meet certain financial and
>     engineering requirements. On May 17, 2001, the Corporation had its revolving credit
>     facility increased to $12,000,000 and has agreed to further increase the facility to
>     $22,000,000 pending the closing of the subsequent event (see note 13).
>     The bank has indicated that it is not aware of any facts, events or
>     occurrences which would cause them to demand repayment in the next fiscal year. As a
>     result, the facility has been classified as long-term.
>     (b) During fiscal 2000, the Corporation had used the proceeds from the
>     facility described in note 6(a) to fully repay a revolving reducing credit facility
>     at another Canadian chartered bank. The interest rate on the facility was prime plus 1.5%
>     per annum. The maximum amount of the facility available at December 31, 1999 was
>     $3,025,000 of which $2,600,000 was drawn at December 31, 1999.

7. Deferred gain:

> The Corporation settled the fixed price contract eliminating the
>   requirement to deliver set physical quantities of oil at fixed prices. Upon the
>   cancellation of the contract the Corporation received approximately $1,680,000 which will
>   be recognized over the terms of the contract which extends until September 2003.

8. Income taxes:

> Income tax expense differs from that which would be expected from
>   applying the effective Canadian federal and provincial income tax rates of 44.62% to
>   income (loss) before taxes as follows:
>   Three months ended
>     March 31, Years ended December 31,
>     2001 2000 2000 1999 1998
>     (unaudited)
>     Expected tax expense
>     recovery $ 430,106 $ 135,936 $ 1,775,528 $ (132,259) $ 167,047
>     Increase (decrease) resulting
>     from:
>     Non-deductible crown
>       payments, net of
>       Alberta Royalty Tax
>       Credits 151,423 135,768 864,085 74,796 16,744
>       Resource allowance (227,529) (125,108) (942,523) (72,470) (49,753)
>       Capital loss carryforward
>       not previously recognized - - 
>       (100,395) -
>       Non-taxable portion
>       of capital gain - -  (17,848) -
>       Other - - (47,285) 1,292 (13,741)
>     Future income taxes
>     (recovery) $ 354,000 $ 146,596 $ 1,649,805 $ (246,884) $ 120,297
>   The components of the future income tax liability are as follows:
>   December 31,
>     2000 1999
>     Temporary differences related to capital assets $ 837,126 $ 637,401
>     Future site restoration (83,908) (80,910)
>     Share issuance costs (34,054) (42,585)
>     Tax loss carryforward (87,737) (216,113)
>     
>     Future tax liability $ 631,427 $ 297,793

9. Share capital:

> (a) Authorized:
>   Unlimited number of common voting shares
>     Unlimited number of preferred shares issuable in one or more series
>   (b) Issued:
>   December 31,
>     March 31, 2001 2000 1999
>     Number Number Number
>       of Shares Amount of Shares Amount of Shares Amount
>       Common shares
>       Balance, beginning of
>       year 4,595,139 $ 4,881,346 4,042,639 $ 3,512,830 2,610,639 $ 2,360,607
>       Issued for cash
>       pursuant to
>       private placement - - -  1,175,000 1,175,000
>       Issued for cash pursuant
>       to public offering 1,035,000 7,002,933 - -
>       - -
>       Issued upon exercise
>       of options 43,500 99,450 402,500 415,000 257,000 102,800
>       Issued upon conversion
>       of warrants (note 9(d)) 150,000 953,516 - -
>       Issue costs incurred,
>       net of income tax
>       benefit - (968,952) -  - (125,577)
>       
>       5,673,639 $ 11,014,777 4,595,139 $ 4,881,346 4,042,639 $ 3,512,830
>       Warrants
>       Balance, beginning of
>       year - $ - 302,000 $ 150,500 302,000
>       $ 150,500
>       Issued pursuant to
>       bridge financing
>       (note 9(d)) - - 150,000 56,000 - -
>       Expired (302,000) (150,500) - -
>       Converted to common
>       shares (note 9(d)) (150,000) (56,000)  
>       Issued pursuant to 
>       public offering 1,035,000 78,091 - -
>       - -
>       Issued pursuant to
>       underwriters'
>       agreement 200,000 - - - - -
>       
>       Balance, end of year 1,235,000 $ 78,091 - $ - 302,000 $ 150,500
>       $ 11,092,868 $ 4,881,346 $ 3,663,330
>   (c) Employee fixed stock option plan:
>   Under the employee fixed stock option plan, the Corporation may grant
>     options to its officers, directors and employees for up to 10% of the issued common
>     shares. Options granted under the plan have a term of five years and vest when granted.
>     The exercise price of each option equals the market price of the Corporation's shares at
>     the grant date of the options. At March 31, 2001, 375,000 stock options were
>     outstanding under the plan at an exercise price of $6.15 per share expiring in May, 2005.
>     A summary of the status of the Corporation's fixed stock option plan as
>     of March 31, 2001 and December 31, 2000, and changes during the periods then ending is as
>     follows:
>     March 31, 2001 December 31,
>       2000 1999
>       Weighted Weighted Weighted
>       Number average Number average Number average
>       of exercise of exercise of exercise
>       options price options price options price
>       Stock options outstanding,
>       beginning of period 430,500 $ 5.76 260,000 $ 1.00 262,000 $ 0.40
>       Granted - - 573,000 4.60 260,000
>       1.00
>       Exercised (43,500) 2.29 (402,500) 1.03 (257,000) 0.40
>       Cancelled (12,000) 6.15 - -
>       (5,000) 0.40
>       
>       Stock options outstanding,
>       end of period 375,000 $ 6.15 430,500 $ 5.76 260,000 $ 1.00
>       
>       Stock options exercisable,
>       end of period 375,000 $ 6.15 430,500 $ 5.76 260,000 $ 1.00
>     (d) On June 5, 2000, the Corporation negotiated bridge financing in the
>     amount of $1,500,000 U.S. to finance the acquisitions of petroleum and natural gas assets.
>     The Corporation also issued 150,000 warrants to the lenders which entitled the lenders to
>     acquire one common share at a price of $4.00 U.S. per share until March 5, 2001. The
>     warrants were ascribed a value of $56,000 and included as interest expense. All warrants
>     were exercised and all of the bridge financing was repaid prior to December 31, 2000.
>     (e) At March 31, 2001, none of the common shares of the Corporation are
>     held in escrow (December 31, 2000 - nil; December 31, 1999  133,334) .
>     (f) Net income (loss) per share and funds provided from operations per
>     share are calculated based on the weighted average number of common shares outstanding
>     during the period ended March 31, 2001 of 5,470,245 (December 31, 2000  4,421,744).
>     In computing diluted net earnings per share no shares were added to the
>     weighted average number of common shares outstanding during the three months ended March
>     31, 2001 for the dilutive effect of employee stock options and warrants. The new standard
>     has been applied retroactively with no effect on prior period per share calculations.
>     (g) On January 17, 2001, the Corporation completed a secondary public
>     offering in the United States. The offering consisted of 1,000,000 units of one common
>     share and one share purchase warrant for U.S. $4.55 per unit. The share purchase warrants
>     are exercisable for six months at U.S. $4.50 per share. An additional 200,000 warrants
>     were issued pursuant to the underwriters agreement with an exercise price ranging from
>     U.S. $4.50 to U.S. $5.40, expiring July 16, 2001.

10. Commitments:

> (a) The Corporation is committed under leases on their office
>     premises and vehicles for future minimum lease payments as follows:
>     
>     
>     2001 $ 147,225
>       2002 147,225
>       2003 133,385
>       2004 128,755
>       2005 and thereafter 85,836
>       
>       $ 642,426

11. Termination benefits:

> During 1999, the Corporation terminated certain employees and
>   officers of the Corporation. Included in general and administrative expense is $128,803 of
>   severance and related costs of the termination.

12. Financial instruments:

> (a) Foreign currency exchange risk:
>   The Corporation is exposed to foreign currency fluctuations as crude
>     oil and natural gas prices received are referenced to U.S. dollar denominated prices.
>   (b) Credit risk:
>   A substantial portion of the Corporation's accounts receivable are with
>     customers and joint venture partners in the oil and gas industry and are subject to normal
>     industry credit risks. Purchasers of the Corporation's natural gas, crude oil and natural
>     gas liquids are subject to an internal credit review to minimize the risk of non-payment.
>   (c) Fair value of financial instruments:
>   The carrying amounts of financial instruments included on the balance
>     sheet, other than long-term debt, approximate their fair value due to their short-term
>     maturity. The long-term debt have carrying values that approximate fair value due to the
>     cost of borrowing floating at March 31, 2001 and 2000.

13. Subsequent events:

> (a) Change of management:
>   On April 10, 2001, the President and Chief Executive Officer and the
>     Executive Vice-President, Engineering, resigned their positions with the Corporation and
>     received severance packages of a lump sum payment of $820,000. As part of the severance
>     packages, the parties agreed to purchase the shares of certain investments of the
>     Corporation for $422,000.
>   (b) Business combination:
>   The Corporation announced on April 25, 2001 that it had entered into an
>     agreement to acquire the common share of Big Horn Resources Ltd. by way of Plan of
>     Arrangement.
>     On May 17, 2001, the Corporation's Revolving Credit Facility was
>     increased to $12,000,000 as a result of the purchase of the Grand Forks property. The
>     Corporation's lender has also agreed to further increase the facility to $22,000,000
>     pending the closing of the Big Horn Resources Ltd. Plan of Arrangement.







APPENDIX G

WESTLINKS RESOURCES LTD. (BIGORAY DISPOSITION)















Auditors' Report

To the Board of Directors of Westlinks Resources Ltd.



At the request of Westlinks Resources Ltd. (the
"Corporation") we have audited the Schedule of Revenue and Expenses associated
with certain properties in the Bigoray area disposed by the Corporation for the year ended
December 31, 2000. This financial information is the responsibility of the Corporation's
management. Our responsibility is to express an opinion on this financial information
based on our audit.

We conducted our audit in accordance with Canadian generally accepted
auditing standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial information is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial information. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the
overall presentation of the financial information.

In our opinion, this financial information presents fairly, in all
material respects, the revenue and expenses for the properties of the Corporation for the
year ended December 31, 2000 in accordance with the basis of accounting disclosed in note
1.



(Signed) "KPMG



Chartered Accountants

Calgary, Canada

June 8, 2001



> 

westlinks resources ltd.

Schedule of Revenue and Expenses of
  Bigoray Property Disposal

Year ended December 31, 2000





Revenue $ 2,544,235

Royalties (570,168)

Operating expenses (616,663)



Excess of revenue over expenses $ 1,357,404





See accompanying notes to schedule of revenue and expenses for selected property.

westlinks resources ltd.

> 

Notes to Schedule of Revenue and Expenses
  of Bigoray Property Disposal

Year ended December 31, 2000





1. Basis of presentation:

> Prepared in accordance with Canadian generally accepted accounting
>   principles as follows:
>   This Schedule of Revenue and Expenses (the "Schedule")
>     includes only those revenues and expenses related to the Bigoray Property disposed by
>     Westlinks Resources Ltd. (the "Corporation") pursuant to a purchase and sale
>     agreement dated October 1, 2000.
>     The Schedule has been prepared by the Corporation and has been derived
>     from financial information obtained on the disposition of the property.
>     The Schedule includes only amounts applicable to the working interest
>     of the Corporation in the disposed properties.
>     The Schedule includes only those revenues and expenses directly related
>     to the properties and does not include any provision for the depletion, depreciation, site
>     restoration, future capital costs, impairment of unevaluated properties, corporate general
>     and administrative costs, capital and income taxes.
>     There would be no differences between the accounting policies followed
>     and applicable U.S. generally accepted accounting principles.

2. Significant accounting policies:

> (a) Revenue and royalties:
>   Oil and natural gas sales and related royalties are recorded at the
>     time the related oil and natural gas substances are produced and sold. Production based
>     royalty expenses are recognized in the same period in which the related revenue is earned
>     and recorded.
>   (b) Operating expenses:
>   Operating costs include amounts incurred during lifting oil and natural
>     gas to the surface, gathering, transportation, field processing, treating and storage of
>     petroleum and natural gas.

APPENDIX G

WESTLINKS RESOURCES LTD. (SOUNDING LAKE ACQUISITION)















Auditors' Report

To the Board of Directors of Westlinks Resources Ltd.



At the request of Westlinks Resources Ltd. (the
"Corporation") we have audited the Schedule of Revenue and Expenses associated
with certain properties acquired from Cabre Exploration Ltd. for the years ended December
31, 1999, 1998 and 1997. This financial information is the responsibility of the
Corporation's management. Our responsibility is to express an opinion on this financial
information based on our audit.

We conducted our audit in accordance with Canadian generally accepted
auditing standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial information is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial information. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the
overall presentation of the financial information.

In our opinion, this financial information presents fairly, in all
material respects, the revenue and expenses for the properties for the years ended
December 31, 1999, 1998 and 1997 in accordance with the basis of accounting disclosed in
note 1.





(Signed) "KPMG



Chartered Accountants

Calgary, Canada

September 25, 2000

> 

westlinks resources ltd.

Schedule of Revenue and Expenses of the
  Properties Acquired from Cabre Exploration Ltd.

Years ended December 31, 1999, 1998 and 1997



1999 1998 1997

Revenue $ 7,431,844 $ 5,764,638 $ 4,512,995

Royalties (1,224,260) (951,500) (740,565)

Operating expenses (1,815,566) (1,762,301) (1,068,060)



Excess of revenue over expenses $ 4,392,018 $ 3,050,837 $ 2,704,370











See accompanying notes to schedule of revenue and expenses for selected properties.

westlinks resources ltd.

> 

Notes to Schedule of Revenue and Expenses
  of the Properties Acquired from Cabre Exploration Ltd.

Years ended December 31, 1999, 1998 and 1997





1. Basis of presentation:

> Prepared in accordance with Canadian generally accepted accounting
>   principles as follows:
>   This Schedule of Revenue and Expenses (the "Schedule")
>     includes only those revenues and expenses related to the Sounding Lake properties acquired
>     by Westlinks Resources Ltd. (the "Corporation") from Cabre Exploration Ltd.
>     pursuant to a purchase and sale agreement dated April 6, 2000 for the Sounding Lake
>     properties.
>     The Schedule has been prepared by the Corporation and has been derived
>     from financial information obtained on the acquisition of properties.
>     The Schedule includes only amounts applicable to the working interest
>     of the Corporation in the acquired properties.
>     The Schedule includes only those revenues and expenses directly related
>     to the properties and does not include any provision for the depletion, depreciation, site
>     restoration, future capital costs, impairment of unevaluated properties, corporate general
>     and administrative costs, capital and income taxes.
>     There would be no differences between the accounting policies followed
>     and applicable U.S. generally accepted accounting principles.

2. Significant accounting policies:

> (a) Revenue and royalties:
>   Oil and natural gas sales and related royalties are recorded at the
>     time the related oil and natural gas substances are produced and sold. Production based
>     royalty expenses are recognized in the same period in which the related revenue is earned
>     and recorded.
>   (b) Operating expenses:
>   Operating costs include amounts incurred during lifting oil and natural
>     gas to the surface, gathering, transportation, field processing, treating and storage of
>     petroleum and natural gas.

APPENDIX G

WESTLINKS RESOURCES LTD. (GRAND FORKS ACQUISITION)















Auditors' Report

To the Board of Directors of Westlinks Resources Ltd.



At the request of Westlinks Resources Ltd. (the
"Corporation") we have audited the Schedule of Revenue and Expenses associated
with certain properties acquired from Husky Energy Inc. (the "Corporation") for
the years ended December 31, 2000, 1999 and 1998. This financial information is the
responsibility of the Corporation's management. Our responsibility is to express an
opinion on this financial information based on our audit.

We conducted our audit in accordance with Canadian generally accepted
auditing standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial information is free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial information. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the
overall presentation of the financial information.

In our opinion, this financial information presents fairly, in all
material respects, the revenue and expenses for the properties of the Corporation for the
years ended December 31, 2000, 1999 and 1998 in accordance with the basis of accounting
disclosed in note 1.



(Signed) "KPMG



Chartered Accountants

Calgary, Canada

May 7, 2001



> 

westlinks resources ltd.

Schedule of Revenue and Expenses of the
  Properties Acquired from Husky Energy Inc.

Years ended December 31, 2000, 1999 and 1998



2000 1999 1998

Revenue $ 5,505,449 $ 4,111,303 $ 2,610,303

Royalties (810,309) (623,023) (371,255)

Operating expenses (1,274,813) (1,469,699) (1,553,150)



Excess of revenue over expenses $ 3,420,327 $ 2,018,581 $ 685,898







See accompanying notes to schedule of revenue and expenses for selected properties.

westlinks resources ltd.

> 

Notes to Schedule of Revenue and Expenses
  of the Properties Acquired from Husky Energy Inc.

Years ended December 31, 2000, 1999 and 1998





1. Basis of presentation:

> Prepared in accordance with Canadian generally accepted accounting
>   principles as follows:
>   This Schedule of Revenue and Expenses (the "Schedule")
>     includes only those revenues and expenses related to the Grand Forks properties acquired
>     by Westlinks Resources Ltd. (the "Corporation") from Husky Energy Inc. pursuant
>     to a purchase and sale agreement dated March 27, 2001 for the Sounding Lake properties.
>     The Schedule has been prepared by the Corporation and has been derived
>     from financial information obtained on the acquisition of properties.
>     The Schedule includes only amounts applicable to the working interest
>     of the Corporation in the acquired properties.
>     The Schedule includes only those revenues and expenses directly related
>     to the properties and does not include any provision for the depletion, depreciation, site
>     restoration, future capital costs, impairment of unevaluated properties, corporate general
>     and administrative costs, capital and income taxes.
>     There would be no differences between the accounting policies followed
>     and applicable U.S. generally accepted accounting principles.

2. Significant accounting policies:

> (a) Revenue and royalties:
>   Oil and natural gas sales and related royalties are recorded at the
>     time the related oil and natural gas substances are produced and sold. Production based
>     royalty expenses are recognized in the same period in which the related revenue is earned
>     and recorded.
>   (b) Operating expenses:
>   Operating costs include amounts incurred during lifting oil and natural
>     gas to the surface, gathering, transportation, field processing, treating and storage of
>     petroleum and natural gas.

H

APPENDIX H
PRO FORMA FINANCIAL STATEMENTS











COMPILATION REPORT

To the Board of Directors of Westlinks Resources Ltd.

We have reviewed, as to compilation only, the accompanying unaudited
pro forma consolidated balance sheets of Westlinks Resources Ltd. as at March 31, 2001 and
December 31, 2000 and the pro forma consolidated statements of operations for the three
months ended March 31, 2001 and the year ended December 31, 2000. The pro forma financial
statements have been prepared for inclusion in the Information Circular dated June 22,
2001 relating to an arrangement among Westlinks Resources Ltd., 3779041 Canada Ltd., and
Big Horn Resources Ltd.

In our opinion, the unaudited pro forma consolidated balance sheets and
consolidated statements of operations have been properly compiled to give effect to the
assumptions and adjustments described in the notes thereto.



(Signed) "KPMG

Chartered Accountants

Calgary, Canada

June 22, 2001



Westlinks Resources Ltd.Pro
    Forma Consolidated Balance Sheet As at December 31, 2000 (unaudited)Westlinks
    Resources
    Ltd.
    Husky
    Oil
    Operations
    Property
    Bigoray
    Assets
    Big
    Horn
    Resources
    Ltd.
    Adjustments
    
    Combined
    Pro FormaAssetsCurrent
    assetsCash
    $1,443
    
    
    $10,654
    
    
    $12,097Accounts
    receivable
    2,413,054
    
    
    4,066,939
    
    
    6,479,993Prepaid
    expenses
    91,942
    
    
    682,595
    
    
    774,5372,506,439
    
    
    4,760,188
    
    
    7,266,627Capital
    assets
    18,867,750
    5,500,000
    
    24,924,749
    18,242,542
    2(d)
    67,535,041Investments
    422,000
    
    
    
    (422,000)
    3(a)Deferred
    share issue costs
    837,555
    
    
    
    
    
    837,555$22,633,744
    $5,500,000
    
    $29,684,937
    $17,820,542
    
    $75,639,223LiabilitiesCurrent
    liabilitiesAccounts
    payable and accrued liabilities
    $4,354,949
    
    
    $5,273,265
    
    
    $9,628,214Income
    taxes payable
    1,316,171
    
    
    
    42,800
    3(a)
    1,358,9715,671,120
    
    
    5,273,265
    42,800
    
    10,987,185Bank
    indebtedness
    8,403,000
    5,500,000
    
    4,800,000
    1,820,610
    2(d)
    19,973,610(550,000)
    3(a)Provision
    for future site restoration costs
    250,847
    
    
    274,119
    
    
    524,966Future
    income taxes
    631,427
    
    
    3,658,000
    10,991,658
    2(d)
    11,623,085(3,658,000)
    2(d)Preferred
    shares
    
    
    
    
    4,732,082
    2(d)
    4,732,08214,956,394
    5,500,000
    
    14,005,384
    13,379,150
    
    47,840,928Shareholders'
    EquityCommon
    shares
    4,881,346
    
    
    18,209,175
    (18,209,175)
    2(d)
    24,917,09119,735,745
    2(d)300,000
    2(d)Contributed
    surplus
    150,500
    
    
    
    
    
    150,500Retained
    earnings (deficit)
    2,645,504
    
    
    (2,529,622)
    2,529,622
    2(d)
    2,730,70485,200
    3(a)7,677,350
    
    
    15,679,553
    4,441,392
    
    27,798,295$22,633,744
    $5,500,000
    
    $29,684,937
    $17,820,542
    
    $75,639,223Pro
    Forma Consolidated Statement of Operations For the Year Ended December 31, 2000
    (unaudited)RevenueOil and
    gas
    $16,700,151
    $5,505,449
    ($2,544,235)
    $11,988,021
    
    
    $31,649,386ExpensesOperating
    4,029,703
    1,274,813
    (570,168)
    1,749,119
    
    
    6,483,467Royalties,
    net of ARTC
    3,310,138
    810,309
    (616,663)
    2,592,444
    
    
    6,096,228General
    and administrative
    1,391,297
    
    
    509,493
    820,000
    3(a)
    2,848,790128,000
    3(a)Interest
    on long-term debt
    833,342
    
    
    149,011
    527,000
    3(c)
    1,509,353Depletion
    and depreciation
    4,493,223
    
    
    3,096,000
    1,350,000
    3(b)
    8,939,22314,057,703
    2,085,122
    (1,186,831)
    8,096,067
    2,825,000
    
    25,877,061Income
    (loss) before other income
    2,642,448
    3,420,327
    (1,357,404)
    3,891,954
    (2,825,000)
    
    5,772,325Other
    income:Gain on
    sale capital assets
    1,338,557
    
    
    
    (1,338,557)
    3(b)Gain on
    disposal of investments
    
    
    
    
    128,000
    3(a)
    128,000Income
    before income taxes
    3,981,005
    3,420,327
    (1,357,404)
    3,891,954
    (4,035,557)
    
    5,900,325Income
    taxes : Current
    1,316,171
    
    
    96,161
    (62,000)
    3(d)
    1,350,332Future
    333,634
    
    
    1,632,000
    (866,000)
    3(d)
    1,099,6341,649,805
    
    
    1,728,161
    (928,000)
    
    2,449,966Income
    (loss)
    $2,331,200
    $3,420,327
    ($1,357,404)
    $2,163,793
    ($3,107,557)
    
    $3,450,359Net
    income per share : Basic
    $0.53
    
    
    $0.08
    
    
    $0.42Diluted
    $0.50
    
    
    $0.08
    
    
    $0.41










Westlinks
    Resources Ltd.Pro
    Forma Consolidated Balance Sheet As at March 31, 2001 (unaudited)Westlinks
    Resources
    Ltd.
    Husky
    Oil
    Operations
    Property
    Big
    Horn
    Resources
    Ltd.
    Adjustments
    
    Combined
    Pro FormaAssetsCurrent
    assetsCash
    $3,956
    
    $5,553
    
    
    $9,509Accounts
    receivable
    1,711,702
    
    3,321,713
    
    
    5,033,415Prepaid
    expenses
    123,291
    
    602,086
    
    
    725,3771,838,949
    
    3,929,352
    
    
    5,768,301Capital
    assets
    23,802,216
    
    28,071,373
    16,758,640
    2(d)
    65,943,672(1,338,557)
    4(b)(1,350,000)
    4(b)Investments
    422,000
    
    
    (422,000)
    4(a)$26,063,165
    
    $32,000,725
    $13,648,083
    
    $71,711,973LiabilitiesCurrent
    liabilitiesAccounts
    payable and accrued liabilities
    $1,834,153
    
    $4,716,019
    
    
    $6,550,172Income
    taxes payable
    1,430,171
    
    
    42,800
    4(d)
    1,472,9713,264,324
    
    4,716,019
    42,800
    
    8,023,143Bank
    indebtedness
    6,435,000
    
    6,200,000
    1,820,610
    2(d)
    13,905,610(550,000)
    4(a)Deferred
    gain
    1,490,380
    
    
    
    
    1,490,380Provision
    for future site restoration costs
    282,847
    
    273,451
    
    
    556,298Future
    income taxes
    91,378
    
    4,343,000
    10,981,458
    2(d)
    11,072,836(4,343,000)
    2(d)Preferred
    shares
    
    
    
    4,732,082
    2(d)
    4,732,08211,563,929
    
    15,532,470
    12,683,950
    
    39,780,349Shareholders'
    EquityCommon
    shares
    11,092,868
    
    18,209,175
    (18,209,175)
    2(d)
    31,128,61319,735,745
    2(d)300,000
    2(d)Contributed
    surplus
    150,500
    
    
    
    
    150,500Retained
    earnings (deficit)
    3,255,868
    
    (1,740,920)
    1,740,920
    2(d)
    652,511(2,688,557)
    4(b)85,200
    4(a)14,499,236
    
    16,468,255
    964,133
    
    31,931,624$26,063,165
    
    $32,000,725
    $13,648,083
    
    $71,711,973Pro
    Forma Consolidated Statement of Operations For the Three Months Ended March 31, 2001
    (unaudited)RevenueOil and
    gas
    $4,288,379
    $923,352
    $3,823,872
    
    
    $9,035,603ExpensesOperating
    1,370,757
    450,000
    431,498
    
    
    2,252,255Royalties,
    net of ARTC
    707,711
    140,897
    919,739
    
    
    1,768,347General
    and administrative
    256,728
    
    94,436
    820,000
    4(b)
    1,299,164128,000
    4(b)Interest
    on long-term debt
    40,219
    
    47,497
    96,000
    4(c)
    183,716Depletion
    and depreciation
    948,600
    
    827,000
    423,000
    4(c)
    2,198,6003,324,015
    590,897
    2,320,170
    1,467,000
    
    7,702,082Income
    before income taxes
    964,364
    332,455
    1,503,702
    (1,467,000)
    
    1,333,521Income
    taxes : Current
    114,000
    
    30,000
    (174,000)
    4(d)
    (30,000)Future
    240,000
    
    685,000
    (189,000)
    4(d)
    736,000354,000
    
    715,000
    (363,000)
    
    706,000Income
    (loss)
    $610,364
    $332,455
    $788,702
    (1,104,000)
    
    $627,521Net
    income per share : Basic
    $0.11
    
    $0.03
    
    
    $0.07Diluted
    $0.11
    
    $0.03
    
    
    $0.07












> 

WESTLINKS RESOURCES LTD.

Notes to Pro Forma Combined Consolidated
  Financial Statements

March 31, 2001 and December 31, 2000

1. Basis of presentation:

> The accompanying unaudited pro forma consolidated financial
>   statements have been prepared by management in accordance with Canadian generally accepted
>   accounting principles.
>   The unaudited pro forma consolidated balance sheet as at March 31, 2001
>   has been prepared from the unaudited consolidated balance sheets of Westlinks Resources
>   Ltd. ("Westlinks") and Big Horn Resources Ltd. ("Big Horn") at March
>   31, 2001. The unaudited pro forma consolidated statement of operations for the three
>   months ended March 31, 2001 has been prepared from the unaudited statement of operations
>   for Westlinks and Big Horn for the three months ended March 31, 2001.
>   The unaudited pro forma consolidated balance sheet as at December 31,
>   2000 has been prepared from the audited consolidated balance sheets of Westlinks and Big
>   Horn at December 31, 2000. The unaudited pro forma consolidated statement of operations
>   for the year ended December 31, 2000 has been prepared from the audited statement of
>   operations for Westlinks and Big Horn for the year ended December 31, 2000.
>   These pro forma financial statements may not be indicative either of
>   results that actually would have occurred if the events reflected herein had been in
>   effect on the dates indicated or of the results which may be obtained in the future.
>   It is the recommendation of management that this financial information
>   should be read in conjunction with the financial statements and notes thereto included in
>   this Circular.

2. Pro forma assumptions:

> (a) The pro forma financial statements assume a business
>   combination whereby 100% of the issued and outstanding shares of Big Horn are acquired for
>   $26,588,437 including estimated acquisition costs of $300,000 as follows:
>   (In 000's)
>     Cash $ 1,821
>     Preferred shares (6,123,870 preferred shares) 4,732
>     Common shares (3,780,795 common shares) 19,736
>     26,289
>     Add estimated acquisition costs 300
>     $ 26,589
>   Westlinks already owns 8,275,500 shares of Big Horn, which it acquired
>   from Big Horn's controlling shareholder, Eurogas, Inc. for $0.22 cash and 0.74 of a
>   Westlinks preferred share. All other Big Horn shareholders, other than those who will
>   chose to exercise their right of dissent, if any, will elect to receive in exchange for
>   their shares of Big Horn, either:
>   (i) $0.22 cash and 0.74 of a Westlinks preferred share; or
>     (ii) 0.1905 of a Westlinks common share
>   The pro forma financial statements assume that all Big Horn
>   shareholders, other than Westlinks, will elect to exchange their Big Horn common shares
>   for 0.1905 of a Westlinks common share, resulting in 3,780,795 Westlinks common shares to
>   be issued. In addition, approximately 460,915 Westlinks options will be issued in exchange
>   for Big Horn options.
>   The anticipated closing is to occur on or about July 31, 2001.
>   The combination has been accounted for using the purchase method.
>   (b) On March 5, 2001 Westlinks acquired certain properties from Husky
>   Oil Operations Limited, in Grand Forks, Alberta (the "Husky properties"). The
>   pro forma consolidated balance sheet reflects this acquisition at December 31, 2000 and
>   the pro forma consolidated statement of operations for the year ended December 31, 2000
>   include the revenue and expenses from the Husky properties for the period January 1, 2000
>   to December 31, 2000. The pro forma consolidated statement of operations for the three
>   months ended March 31, 2001 include the revenue and expenses from the Husky properties for
>   the period January 1,2001 to March 31, 2001.
>   (c) On April 6, 2001 Westlinks acquired certain properties from Cabre
>   Exploration Ltd., in Sounding Lake, Alberta (the "Cabre properties"). The pro
>   forma consolidated balance sheet reflects this acquisition at December 31, 2000 and the
>   pro forma consolidated statement of operations for the year ended December 31, 2000
>   include the revenue and expenses from the Cabre properties for the period January 1, 2000
>   to December 31, 2000.
>   (d) On November 15, 2000 Westlinks disposed of certain properties in
>   Bigoray, Alberta (the "Bigoray properties"). The pro forma consolidated balance
>   sheet do not include the Bigoray properties at December 31, 2000 and the pro forma
>   consolidated statement of operations do not include the revenue and expenses from the
>   Bigoray properties for the period January 1, 2000 to December 31, 2000.
>   (e) The pro forma consolidated balance sheets gives effect to the
>   acquisition as if it had occurred on December 31, 2000 and March 31, 2001. The pro forma
>   consolidated statements of operations gives effect to the acquisition as if it had
>   occurred
>   (i) on January 1, 2000 and reflect the combined operations for the year
>     ended December 31, 2000, and
>     (ii) on January 1, 2001 and reflect the combined operations for the
>     three months period ended March 31, 2001.

Details of the acquisition both as at December 31, 2000 and March 31,
2001 are as follows:

> 

Big Horn Resources Ltd.
    (in 000's)December
    31, 2000
    March 31,
    2001Cost of
    acquisition:Cash
    $1,821
    $1,821Preferred
    shares
    4,732
    4,732Common
    shares
    19,736
    19,736Acquisition
    costs
    300
    300$26,589
    $26,589Allocated:Capital
    assets
    $43,168
    $44,830Current
    assets
    4,760
    3,929Current
    liabilities
    (5,273)
    (4,716)Bank
    debt
    (4,800)
    (6,200)Future
    income taxes
    (10,992)
    (10,981)Other
    liabilities
    (274)
    (273)$26,589
    $26,589




3. Pro forma adjustments (December 31, 2000):

> (a) The pro forma statement of operations reflect estimated
>   severance of $820,000 incurred by Westlinks subsequent to December 31, 2000. These costs
>   relate to severances which have either been incurred or are to be paid by Westlinks. In
>   addition, the long-term investments held by Westlinks at December 31, 2000 are to be
>   disposed of for estimated proceeds of $550,000 to be netted against severances, resulting
>   in a gain on disposal of $128,000.
>   (b) The pro forma consolidated statement of operations reflects the
>   provision for depletion and depreciation and site restoration based on combined reserves,
>   production and adjusted cost base of capital assets under the full cost method of
>   accounting for oil and gas properties. As a result, the gain on sale of capital assets of
>   $1,338,557 has been reclassified to capital assets.
>   (c) The pro forma consolidated statement of operations reflects
>   additional interest expense to reflect the acquisition of the Husky properties and the
>   Sounding Lake properties, the disposal of the Bigoray properties and the cash component of
>   the Big Horn acquisition as if all these transactions had occurred on January 1, 2000.
>   (d) The pro forma consolidated statement of operations reflects changes
>   in the provision for income taxes based on the adjustments above.
>   (e) The pro forma consolidated balance sheet reflects the issuance of
>   3,780,795 common shares for $19,735,745 and 6,123,870 preferred shares for $4,732,082 less
>   estimated share issue costs of $300,000 as described in note 2(a).
>   (f) The pro forma consolidated statement of operations reflects the
>   conforming of Westlinks' accounting for oil and gas assets to the full cost method of
>   accounting used by Big Horn.

4. Pro forma adjustments (March 31, 2001):

> (a) The pro forma statement of operations reflect estimated
>   severance of $820,000 incurred by Westlinks subsequent to December 31, 2000. These costs
>   relate to severances which have either been incurred or are to be paid by Westlinks. In
>   addition, the long-term investments held by Westlinks at December 31, 2000 are to be
>   disposed of for estimated proceeds of $550,000 to be netted against severances, resulting
>   in a gain on disposal of $128,000.
>   (b) The pro forma consolidated statement of operations reflects the
>   provision for depletion and depreciation and site restoration based on combined reserves,
>   production and adjusted cost base of capital assets under the full cost method of
>   accounting for oil and gas properties. The pro forma consolidated balance sheet reflects
>   the adjustments made to capital assets and retained earnings under the full cost method of
>   accounting.
>   (c) The pro forma consolidated statement of operations reflects
>   additional interest expense to reflect the acquisition of the Husky properties and the
>   cash component of the Big Horn acquisition as if both transactions had occurred on January
>   1, 2000.
>   (d) The pro forma consolidated statement of operations reflects changes
>   in the provision for income taxes based on the adjustments above and the conformity by Big
>   Horn to the deferral method of accounting for income taxes.
>   (e) The pro forma consolidated balance sheet reflects the issuance of
>   3,780,794 common shares for $19,735,745 and 6,123,870 preferred shares for $4,732,082 less
>   estimated share issue costs of $300,000 as described in note 2(a).
>   (f) The pro forma consolidated balance sheet and consolidated statement
>   of operations reflects the conforming of Westlinks' accounting for oil and gas assets to
>   the full cost method of accounting used by Big Horn.