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Exhibit 4.4

LETTER
OF INTENT

THIS LETTER OF INTENT, hereinafter referred
to as the LOI, is entered into, dated and made effective this 20th
day of May, 2008,

|         |                                                                                                                                                            
|-------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|BETWEEN: | GUILDHALL MINERALS LTD.,a British Columbia
  corporation having an office at 320 - 1100 Melville Street in the City of  Vancouver, British Columbia V6E 4A6
|         |                                                                                                                                                            
|         | (Guildhall)                                                                                                                                              
|         |                                                                                                                                                            
|AND:     | FIRST WEST PETROLEUM INC., an Alberta
  corporation having an address at Suite 1000  521 3rd Avenue,
  Calgary, Alberta T2P 3T3                           
|         |                                                                                                                                                            
|         | (First West)                                                                                                                                             

WHEREAS First West is the
beneficial owner of 100% right, title and interest in the assets described in
Schedule A (Land) and Schedule C (Equipment) attached hereto (the Assets)

AND WHEREAS Guildhall intends to
make to the shareholders of First West (the First West Shareholders) an
offer (the Offer), by way of bid circular or other document in conformity with
Multilateral Instrument 62-104 and applicable securities laws, rules and
regulations, to purchase all of the issued and outstanding shares of First West
(the First West Shares) in exchange for the payment to the First West
Shareholders, pro rata each according to his or her interest, of the
consideration described in sections 2 and 3 hereof.

AND WHEREAS the parties hereto wish
to enter into this non-binding Letter of Intent to record their understanding of the process and
concurrent transactions which will be associated with the offer by Guildhall to
acquire the First West Shares, including First Wests understanding of the financial support it
will receive from Guildhall concurrently with Guildhalls purchase of the First West
Shares.

NOW,
THEREFORE,in consideration of $10.00 and other good and valuable consideration, the
parties agree as follows:

|   |                                                                                                                                                                                                                                                                                                                                       
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | The parties hereto agree
  that they will act together towards ensuring that Guildhall is able to, on or before the date thirty (30)
  days from the date hereof, make an offer (the Offer) to the First West
  Shareholders, containing substantially the same terms and provisions as this LOI, to purchase the First West Shares.

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | The
  Offer shall provide that the closing (the Closing) of the acquisition of
  the First
  West Shares by Guildhall will be conditional upon:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (a) Guildhall agreeing to
  loan on Closing or immediately thereafter to First West Cdn$5,000,000 (the
  Subsidiary Loan) for First West to carry on its business of managing
  the Assets, which Subsidiary Loan will be funded upon closing of the
  Financing contemplated in section 2(h);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (b) Guildhall loaning to
  First West, within ten (10) days of the date of this LOI, $250,000 which loan
  will be forgiven if the Closing does not occur;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (c) First West securing,
  within thirty (30) days of the date of this LOI, an additional $250,000 in
  loan financing in addition to that in section 2(b);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (d) the assumption and
  payment, by Guildhall concurrently with Closing or immediately thereafter,
  of the debts of First West which debts will not materially exceed
  $5,750,000 including any fund loaned to First West by Guildhall. The
  payments of debts, including the debts of First West to Sabre Energy Ltd. in the
  amount of approximately $2,229,170.86, will be funded by the closing of the
  Financing contemplated in section 2(h). The parties acknowledge that there may be some
  debts, in particular small trade payable debts, which it is not feasible to
  assign and further acknowledge that not all creditors may agree to the assignment of the
  debts from First West to Guildhall or consent to the assignment. All FWP
  debts are outlined in Schedule B.                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (e) Guildhall agreeing to
  pay First Wests costs, including legal costs, of negotiating and
  carrying out the transactions contemplated in this LOI;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (f) Guildhall
  having secured shareholder approval, and having completed, a share split on a 1.5 new shares for 1.0 old shares
  basis prior to the Closing and the issuance
  of the Guildhall Shares contemplated in section 3 below;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (g) Guildhall
  having secured TSX Exchange approval of its listing on the TSX or, in the alternative, secured TSX-Venture
  Exchange approval of its relisting on the TSX-Venture Exchange and any required concurrent NEX approval;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (h)
  Guildhall having entered into subscription agreements providing for a minimum of $30,000,000 in equity financing
  (the Financing) and having received TSX
  Exchange or TSX-Venture Exchange for the Financing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (i)
  Guildhall concurrently with Closing appointing to its board of directors two
  persons designated by First West; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (j)
  Guildhall shall offer to issue, to the holders of 3,165,897 First West share purchase warrants,
  3,894,053 warrants to purchase Guildhall shares (the Guildhall Warrants).
  The Guildhall Warrants will have the following terms, comparable to the terms
  of the First West share purchase warrants: 1,192,866 Guildhall Warrants shall
  be exercisable until Sept. 19, 2008 at $1.35 per share; 651,187 Guildhall
  Warrants will be exercisable until Sept. 19, 2008 at $0.85 per share and 2,050,000
  Guildhall Warrants will be exercisable until the date which is two (2) years from the
  Closing at an exercise price of $0.75 per share.                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | As
  consideration for the purchase of the First West Shares, Guildhall shall
  issue to the First West Shareholders a total of 24,500,000 shares of common
  stock of Guildhall
  (the Guildhall Shares) for the First West Shares issued and outstanding as of
  Closing. The Guildhall Shares will represent the purchase price (the
  Purchase Price) for the First West Shares. There are 19,837,034 First West Shares issued and
  outstanding. In addition to the 24,500,000 Guildhall Shares to be issued to the
  First West Shareholders, Guildhall shall issue to a finder (Bayside Consultants LLC) a
  total of 1,500,000 common shares (the Finders Shares) as a finders fee in
  connection with this transaction. If the TSX or the TSX-V requires that the number of Finders Shares be
  reduced, then the 24,500,000 Guildhall Shares
  will be increased by a corresponding number.

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|    |                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.  | If
  necessary to comply with applicable company law or securities law, rules and regulations, First
  West will call a meeting of its shareholders to approve the transactions
  contemplated in the Offer and to secure any other necessary shareholder approval
  of the Offer.                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|5.  | If
  necessary to comply with applicable securities laws, rules and regulations, Guildhall shall distribute to the First
  West Shareholders a takeover bid circular prepared
  in accordance with MI 62-104 or other disclosure document drafted by the
  corporate counsel for Guildhall with First Wests review and consent to the document.                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|6.  | The
  acquisition of the First West shares will be conditional upon Guildhall agreeing to provide to
  First West a loan (the Loan Funds) of $100,000, payable within thirty (30)
  days of the date hereof. If the Closing of the acquisition of the First West Shares does
  not close, the Loan Funds will not be repayable for a period of six (6)
  months.                     
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|7.  | The
  Offer will provide that the Closing will be conditional upon the following:                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|(a) | The First West
  Shareholders and First West shall operate the business of First West only in the ordinary course and will not
  sell, distribute, license or encumber any of the Assets;                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|(b) | the
  receipt of any certificates, legal, tax or other opinions and/or documents related to the
  Assets, including a legal opinion of local Albertan counsel that the transfer contemplated
  by the Offer of the First West Shares is binding under applicable Alberta
  laws, as Guildhall may reasonably request;                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|(c) | the
  receipt of all consents, approvals, authorizations and orders required of or
  for the completion of any document required hereunder;                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|(d) | satisfactory
  completion of due diligence, to be conducted by Guildhalls counsel and such other or
  additional firm, geological consultant or agent as Guildhall chooses to use, at the absolute and sole
  discretion of Guildhall, concerning the business,
  affairs, financial affairs and assets of First West, the First West Shareholders and the legal status of the Assets;
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|(e) | satisfactory completion of
  due diligence, at the absolute and sole discretion of First West and the First West Shareholders, concerning the business,
  affairs, financial affairs and
  assets of Guildhall;                                                                                                                                                                        

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|    |                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(f) | with
  respect to the Assets, the existence of no outstanding mergers, acquisitions,
  financial
  commitments, obligations, liabilities, etc. other than those contemplated in
  this transaction or incurred in the ordinary course of business;                                              
|    |                                                                                                                                                                                                                                                                                                 
|(g) | with
  respect to the First West Shares, the existence of no outstanding agreements or understandings
  providing for the transfer, assignment, sale or encumbrance of any of the First West
  Shares, other than as contemplated by any First West Shareholders
  acceptance of the Offer; and
|    |                                                                                                                                                                                                                                                                                                 
|(h) | any
  regulatory acceptance of the Offer that Guildhall must secure.                                                                                                                                                                                                                            

|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8.       Guildhall will, in the
  Offer or otherwise, represent and warrant to the First West Shareholders or to
  First West that:
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(a)                                                                                                                                 | it is validly incorporated
  and is in good standing with all applicable regulatory agencies;                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(b)                                                                                                                                 | there
  are no legal actions against Guildhall or its directors or officers and the company knows of no
  intended legal actions against the company and is not engaged in any legal
  actions against other parties;                                                                                                                                                                                                                                           
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(c)                                                                                                                                 | other than as have been or
  will be publicly disclosed, there are no outstanding mergers, acquisitions,
  financial commitments, obligations, liabilities, etc. other than those contemplated in this transaction and
  in the Offer concerning Guildhall; and                                                                                                                                                                                                 
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(d)                                                                                                                                 | there
  are no legal actions against the company or directors, officers and/or shareholders of the
  company nor does Guildhall know of any intended legal actions against it or
  any of its directors and Guildhall is not engaged in any legal actions against other
  parties, and is current in all filings with tax and regulatory authorities.                                                                                                           
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|9.                                                                                                                                  | First
  West will, concurrently with closing of the Offer, represent and warrant to Guildhall that:                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(a)                                                                                                                                 | First
  West is in good standing with all regulatory agencies;                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(b)                                                                                                                                 | there
  are no legal actions against the Assets or against First West or directors of
  First
  West nor does First West know of any intended legal actions, including government actions for
  environmental or royalty / tax liabilities, against it or any of its directors or against First West and
  First West is not engaged in any legal actions
  against other parties, and First West is current in all filings with tax and regulatory authorities;
|                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(c)                                                                                                                                 | its business and financial
  condition remain materially unchanged from any due diligence or financial statement documentation provided to Guildhall
  prior to Closing;                                                                                                                                                                                                                                                                                        

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|                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(d)                                                                                                                                                                                         | subject
  to the Royalty, First West owns a 100% beneficial right, title and interest
  in and to the Assets, subject to any liens, charges, securitizations, filings
  or debts disclosed in the schedule or financial statements of First West
  provided to Guildhall prior to Closing;                       
|                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                  
|(e)                                                                                                                                                                                         | there have been no other
  issuances of shares of its capital stock, or instruments exercisable for, convertible into or otherwise
  entitling the holder to acquire shares of its capital stock, other than in connection with the Closing or
  financing of the transactions to be
  contemplated in the Offer;
|                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                  
|(f)                                                                                                                                                                                         | First
  West and its Assets are the subject of no outstanding mergers, acquisitions, financial commitments,
  obligations, liabilities, etc. other than those contemplated in the Offer.                                                                                                                         
|                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                  
|10.      The Offer shall
  provide that each and every obligation of Guildhall to be performed thereunder shall be subject to
  the satisfaction prior thereto of the following conditions:
|                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                  
|a)                                                                                                                                                                                          | the
  representations and warranties made by First West in this LOI shall be substantially
  accurate in all material respects on and as of Closing with the same effect as though such
  representations and warranties had been made or given on and as of Closing;                                            
|                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                  
|b)                                                                                                                                                                                          | The
  First West Shareholders shall have performed and complied with all obligations and
  covenants required by the Offer to be performed or complied with by them prior to or at
  Closing;                                                                                                                    
|                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                  
|c)                                                                                                                                                                                          | Guildhall
  shall have been furnished that information on the business and affairs of First West which it
  deems, in its sole and absolute discretion, to be necessary for it to meet its
  regulatory obligations, if any;                                                                                     
|                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                  
|d)                                                                                                                                                                                          | as of
  Closing there shall not have occurred any material adverse change to First West or the Assets,
  financially or otherwise, which materially impairs the ability of Guildhall to
  conduct the business of First West and of the Assets;                                                                  
|                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                  
|e)                                                                                                                                                                                          | the
  completion, by First West, of any financial statements required to be filed,
  on a
  consolidated basis with Guildhalls financial statements, following the
  Closing; and                                                                                                                               
|                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                  
|f)                                                                                                                                                                                          | the opinion of counsel to
  Guildhall that the Closing will not result in Guildhall breaching any applicable securities law, rules
  and regulations.                                                                                                                                                            

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11.     The Offer shall provide that each and every obligation of the First West Shareholders and First West to be performed on
Closing shall be subject to the satisfaction prior thereto of the following conditions:

|    |                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | the
  representations and warranties made by Guildhall in this LOI and the Offer
  shall be substantially accurate in all material respects on and as of Closing
  with the same effect as though such representations and warranties had been
  made or given on and as of Closing;
|    |                                                                                                                                                                                                                                                                                     
|(b) | Guildhall
  shall have performed and complied with all obligations and covenants required by the Offer
  to be performed or complied with by it prior to or at Closing; and                                                                                                         
|    |                                                                                                                                                                                                                                                                                     
|(c) | as of
  Closing there shall not have occurred any material adverse change to Guildhall,
  financially or otherwise, which materially impairs the ability to conduct its business.                                                                                                   

12.     Neither Guildhall on the
one hand, and First West on the other, will make any disclosure or public
announcements of the proposed transactions, the Offer or the terms thereof without the prior knowledge of the
other. Because of the number of First West Shareholders, Guildhall may disclose
or make public announcements of the proposed transactions,
the Offer or the terms thereof without first notifying the First West Shareholders.

13.     Each party agrees and acknowledges that such
party and its directors, officers, employees, agents and representatives will
and may disclose business information and information
about the proposed transaction in the course of securing financings for Guildhall and that both parties and their
representatives may be required to disclose that information under applicable regulatory or legal requirements, if any.

14.     The parties hereto
agree that neither will solicit any third party for the licensing, lease,
transfer, assignment, encumbrance or sale of any or all their respective
interests in the
Assets or the First West Shares, or solicit opportunities for either party to
enter into any
discussions with any third party for the licensing, lease, transfer,
assignment, encumbrance
or sale of any or all of the Assets or the First West Shares, for the term of the Offer. This section shall not be read to
prohibit the parties from conducting such discussions which are in the ordinary
course of business but is intended to be read as protecting each of the parties from the other entering into negotiations
which would conflict with the
transactions contemplated by the Offer.

15.     This LOI shall be
construed in accordance with, and governed by, the laws of the Province of British
Columbia, and each party separately and unconditionally subjects to the jurisdiction of any
court of competent authority in the Province of British Columbia, and the rules
and regulations thereof.

16.     This LOI sets forth the
entire understanding of the parties with respect to the subject matter hereof.
The LOI may be modified at anytime by agreement of the parties hereto.

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17.     The parties shall, on or
before Closing, prepare, execute and file any and all documents (including, if
necessary, a directors circular of First West) necessary to comply with all
applicable provincial securities laws, rules and regulations in any jurisdiction where they
are required to do so.

18.     If
any term or provision hereof shall be held illegal or invalid, this LOl shall
be construed and enforced as if such illegal or invalid term
or provision had not been contained herein.

19.     Unless otherwise
indicated, all references to currency in this LOl are references to the lawful currency of
Canada.

20.     The obligations of Guildhall
hereunder are expressly conditional upon TSX-Venture Exchange, NEX or TSX approval of this
Letter of Intent and the acquisition of the First West Shares by way of the Offer.

DATED EFFECTIVE THIS 20TH DAY OF MAY,
2008

|                          |                                          | 
|------------------------- | ---------------------------------------- | 
|(SIGNATURE)               | Sam Davaraj P.Eng, B.A. Econ
  President | 
|                          |                                          | 
|FIRST WEST PETROLEUM INC. |                                          | 
|                          |                                          | 
|(SIGNATURE)               |                                          | 
|                          |                                          | 
|GUILDHALL MINING LIMITED  |                                          | 

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