Exhibit 8

Management Proxy Circular dated March 7, 2003

(Except for the sections entitled “Composition of Compensation Committee”, “Report on Executive Compensation”, “Performance Graph” and “Corporate Governance Practices”, which are not incorporated by reference to the Home Jurisdiction Documents)

SYNSORB Biotech Inc.

March 7, 2003

Dear Shareholder:

     SYNSORB’s Annual and Special Meeting of Shareholders will be held at the Telus Convention Centre, 120 – 9th Avenue S.E., Calgary, Alberta commencing at 10:00 a.m. (Calgary time), on April 3, 2003.

     At the Meeting, shareholders will be asked to vote upon resolutions that will result in the conversion of the business of SYNSORB from that of a pharmaceutical research company to an oil and gas enterprise (the “Conversion”), involving a significant financing through several private placements, the approval of future private placements in the ensuing 12 months, the reservation and allotment of 1,000,000 Common Shares for issuance upon the exercise of options under the stock option plan, a change of name to Hawker Resources Inc., and a management change, including my recent appointment as a director, Chairman of the Board of Directors and Chief Executive Officer. Shareholders will also be asked to vote upon the election of directors, and the appointment of auditors.

     The Board of Directors of SYNSORB recommends that you vote for each of the resolutions to be considered. The accompanying Information Circular contains a detailed description of the proposed matters, including the approvals required for each matter to become effective, and information relating to the business and affairs of SYNSORB. Please give this material your careful consideration and, if you require assistance, consult your professional advisors.

     As SYNSORB does not intend to prepare an Annual Report for the year ended December 31, 2002, the Corporation has appended its audited annual financial statements for the year ended December 31, 2002, as well as its Management Discussion and Analysis, to the Information Circular.

     I am confident that if you support the resolutions at the Meeting, a new and promising direction will be available to SYNSORB. With a strong Board of Directors, and the capital required to pursue appropriately identified opportunities, management of SYNSORB believes that the Corporation will be in a position to improve shareholder value.

     We hope that you will be able to attend the Meeting in person; however, if you cannot attend, make your vote count and return your proxy promptly so that it is received on or before 4:00 p.m. on April 1, 2003, endorsing the recommendations made by the Board of Directors.

Sincerely,

/s/ David Tuer

David Tuer, Chairman of the Board

SYNSORB BIOTECH INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

     The Annual and Special Meeting (the “Meeting”) of the holders of common shares (the “Common Shares”) of SYNSORB Biotech Inc. (“SYNSORB” or the “Corporation”) will be held at the Telus Convention Centre, 120 – 9th Avenue S.E., Calgary, Alberta on April 3, 2003 at 10:00 a.m. (Calgary time) for the following purposes:

1.	considering, and if deemed advisable, passing with or without variation, an ordinary resolution (the “Financing Resolution”) approving the issuance of certain securities of SYNSORB to certain investors in three separate private placements;
2.	considering, and if deemed advisable, passing with or without variation, a special resolution (the “Class A Share Resolution”) approving the amendment to the Articles of the Corporation to provide for the creation and issuance of a new class of shares;
3.	considering, and if deemed advisable, passing with or without variation, an ordinary resolution (the “Private Placement Resolution”) approving generally, additional private placements that SYNSORB may make in the future with respect to certain matters;
4.	considering, and if deemed advisable, passing with or without variation, a special resolution (the “Name Change Resolution”) approving the change of name of SYNSORB to Hawker Resources Inc.;
5.	considering, and if deemed advisable, passing with or without variation, an ordinary resolution (the “Option Resolution”) approving the reservation and allotment for issuance of up to 1,000,000 Common Shares issuable pursuant to the exercise of options under the stock option plan;
6.	receiving and considering the consolidated financial statements of the Corporation for the financial year ended December 31, 2002 and the report of the auditors thereon;
7.	electing directors of the Corporation;
8.	appointing auditors of the Corporation for the ensuing year; and
9.	transacting such other business as may properly come before the Meeting.

     Information relating to these items is set forth in the accompanying Information Circular of SYNSORB dated March 7, 2003. The text of the resolutions in respect of Items 1 through 5 above are set forth as Schedule “A” to the Information Circular.

     A shareholder may attend the Meeting in person or may be represented by proxy. A form of proxy for use at the Meeting or any adjournment thereof is enclosed with this Notice. Shareholders unable to attend the Meeting are requested to date, sign and return the enclosed proxy to the Corporation’s transfer agent, Computershare Trust Company of Canada, 6th Floor, 530 - 8th Avenue S.W., Calgary, Alberta, T2P 3S8, Attention: Corporate Trust Department, in the enclosed envelope. In order to be valid, proxies must be received by Computershare on or before the second last business day preceding the date of the Meeting or any adjournment thereof.

     Only holders of Common Shares of record at the close of business on February 12, 2003 will be entitled to notice of, and to vote at, the Meeting or any adjournments thereof, except that a transferee of shares after such record date may, not later than 10 days before the Meeting, establish a right to vote by providing evidence of ownership of shares and requesting that the transferee’s name be placed on the voting list in place of the transferor.

DATED this 7^th day of March, 2003.

BY ORDER OF THE BOARD OF DIRECTORS

David Tuer

Chairman of the Board

TABLE OF CONTENTS

CHAPTER 1 - GENERAL INFORMATION			1
	Appointment and Revocation Of Proxies		1
	Exercise of Discretion		2
	Persons Making the Solicitation		2
	Interests of Insiders in Material Transactions		2
	Interest of Certain Persons in Matters to be Acted Upon		3
	Voting Securities and Principal Holders Thereof		3
	Indebtedness of Directors and Officers		3
	Stock Exchange Listings		3
	Other Matters to be Acted Upon		4
CHAPTER 2 – PROPOSED CHANGE OF BUSINESS			5
	Background to the Change of Business		5
	Purpose of the Financing and Management Change		5
	Recommendation of the Board of Directors		6
	Details of the Conversion		6
	The Financing		7
		The Debentures	7
		The Warrants	8
		The Series V Shares	8
		The Series W Shares	8
		FinanceCo’s Holdings Upon Conversion of the Units	9
	The Amendment to the Articles and the Class A Shares		9
	The Network and Smith Subscriptions		9
	Future Private Placements		9
	Management Change		11
	The Name Change		11
	Common Shares Reserved for Issuance Upon Exercise of Stock Options		12
	Exclusive Dealing		12
	Optionholders		13
	Expense and Non-Completion Fees		13
	Conditions to the Financing		13
	Closing Date of the Financing		13
	Notice to United States Shareholders		13
CHAPTER 3 – SYNSORB BIOTECH INC			15
	SYNSORB and Its Share Capital		15
	Stock Exchange Listings		15
CHAPTER 4 - ELECTION OF DIRECTORS			16
	Committees of the Board		16
CHAPTER 5 - APPOINTMENT OF AUDITOR			17

(i)

CHAPTER 6 - EXECUTIVE COMPENSATION		18
	Composition of Compensation Committee
	Report on Executive Compensation
	Compensation of Executive Officers	18
	Stock Options	19
	Performance Graph
	Employment Agreements	19
	Compensation of Directors	20
CHAPTER 7 - CORPORATE GOVERNANCE PRACTICES

(ii)

SYNSORB BIOTECH INC.

INFORMATION CIRCULAR

for the Annual and Special Meeting of Shareholders

to be held on April 3, 2003

CHAPTER 1 - GENERAL INFORMATION

     This Information Circular is furnished in connection with the solicitation of proxies by the management (“Management”) of SYNSORB Biotech Inc. (the “Corporation” or “SYNSORB”) for use at the Annual and Special Meeting of the holders (“Shareholders”) of common shares (the “Common Shares”) of the Corporation to be held at the Telus Convention Centre, 120 – 9th Avenue S.E., Calgary, Alberta, on April 3, 2003, at 10:00 a.m. (Calgary time), or at any adjournment thereof (the “Meeting”), for the purposes set forth in the Notice of Meeting. The information contained herein is given as of March 7, 2003, except where otherwise indicated. There is enclosed herewith a form of proxy for use at the Meeting. Each Shareholder who is entitled to attend at meetings of Shareholders is encouraged to participate in the Meeting, and Shareholders are urged to vote on matters to be considered in person or by proxy.

Appointment and Revocation Of Proxies

     Those Shareholders desiring to be represented by proxy must deposit their respective forms of proxy with Computershare Trust Company of Canada, Attention: Corporate Trust Department, 6th Floor, 530 - 8th Avenue S.W., Calgary, Alberta, T2P 3S8 by no later than 4:00 p.m. (Calgary time) on the second last business day preceding the date of the Meeting, or any adjournment thereof. A proxy must be executed by the Shareholder or by his attorney authorized in writing, or if the Shareholder is a corporation, under its seal or by an officer or attorney thereof duly authorized. A proxy is valid only at the Meeting in respect of which it is given or any adjournment of the Meeting.

     Each Shareholder submitting a proxy has the right to appoint a person to represent him or it at the Meeting other than the persons designated in the form of proxy furnished by the Corporation. The Shareholder may exercise this right by striking out the names of the persons so designated and inserting the name of the desired representative in the blank space provided, or by completing another form of proxy and in either case depositing the proxy with Computershare Trust Company of Canada at the place and within the time specified above for the deposit of proxies.

     An instrument of proxy may be revoked by the person giving it at any time prior to the exercise thereof. If a person who has given a proxy attends personally at the Meeting at which such proxy is to be voted, such person may revoke the proxy and vote in person. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the Shareholder or his attorney authorized in writing, or if the Shareholder is

a corporation, under its seal or by an officer or attorney thereof duly authorized, and deposited either with Computershare Trust Company of Canada, or with the Chairman of the Meeting, at anytime prior to the Meeting.

Exercise of Discretion

     The Common Shares represented by the enclosed form of proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder. The persons appointed under the enclosed form of proxy are conferred with discretionary authority with respect to amendments or variations of those matters specified in the proxy and Notice of Meeting and with respect to any other matters which may properly be brought before the Meeting or any adjournment thereof in accordance with their best judgement. At the time of printing of this Information Circular, Management of the Corporation knew of no such amendment, variation, or other matter.

     Unless otherwise specified, proxies will be voted in favour of the approval of the Financing Resolution, the Class A Share Resolution, the Private Placement Resolution, the Option Resolution, the Name Change Resolution, the election of the persons nominated as directors (provided that if a vacancy among such nominees occurs for any reason prior to the Meeting, proxies shall not be voted with respect to such vacancy), and the reappointment of Ernst & Young LLP, chartered accountants, as auditors of the Corporation.

Persons Making the Solicitation

     This solicitation is made on behalf of Management of the Corporation. The cost incurred in the preparation and mailing of this Information Circular will be borne by the Corporation. Proxies may also be solicited by personal interviews, personal delivery, telephone or any form of electronic communication or by directors, officers and employees of the Corporation who will not be directly compensated therefor.

Interests of Insiders in Material Transactions

     Except as described below and elsewhere herein, none of the Corporation’s insiders, proposed nominees for election as directors of the Corporation, or their associates and affiliates, has any material interest in any transaction with the Corporation since the commencement of the Corporation’s last financial year which has not been previously disclosed.

     During the year ended December 31, 2002, the Corporation paid $214,000 to Scout Capital Corporation (“Scout”) as reimbursement of Scout’s costs with respect to the Corporation’s annual general meeting. An additional amount of $34,000 was paid to Scout during 2002 to reimburse Scout for expenses incurred on behalf of the Corporation. The Corporation also paid $50,000 to Scout pursuant to an agreement under which Scout is to provide the Corporation with administrative and executive services until the end of April 2003. The fees charged were based on estimated time to be spent on Corporation matters at standard rates.

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Interest of Certain Persons in Matters to be Acted Upon

     Except as described elsewhere herein, none of the directors or senior officers of the Corporation, nor any of their known associates, has any substantial interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

Voting Securities and Principal Holders Thereof

     As at March 7, 2003, the Corporation had outstanding 4,959,937 Common Shares. Each Common Share confers upon the holder thereof the right to one vote at meetings of Shareholders.

     The close of business on February 12, 2003 is the record date for the determination of holders of Common Shares who are entitled to notice of, and to attend and vote at, the Meeting. Any transferee or person acquiring Common Shares after such date may, on proof of ownership of Common Shares, demand not later than 10 days before the Meeting that his name be included in the list of persons entitled to attend and vote at the Meeting.

     To the knowledge of the directors and senior officers of SYNSORB, as of the date hereof, other than Scout, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of the issued and outstanding Common Shares. Scout has advised the Corporation that it owns 754,592 Common Shares, representing approximately 15% of the issued and outstanding Common Shares, and has indicated its intention to vote in favour of the resolutions implementing the transactions set out herein. Prior to October 24, 2002, David Tonken was President and Chief Executive Officer of Scout, and after that date, Geoffrey Smith (“Smith”) was President and Chief Executive Officer of Scout. At various times during 2002, Smith, Jim Silye, David Tonken and Tim Tycholis were directors of Scout.

Indebtedness of Directors and Officers

     No individual who is, or at any time during the most recent completed financial year of SYNSORB was, a director, executive officer or senior officer of SYNSORB, nor any proposed nominee for election as a director of SYNSORB, nor any associate or affiliate of any one of them:

     (a)  is, or at any time since the beginning of the most recent completed financial year of SYNSORB has been, indebted to SYNSORB or any of its subsidiaries; or

     (b)  was indebted to another entity, where such indebtedness is, or was at any time during the most recent completed financial year of SYNSORB, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by SYNSORB or any of its subsidiaries.

Stock Exchange Listings

     SYNSORB Common Shares are currently listed on the Toronto Stock Exchange (the “TSX”) under the trading symbol “SYB”.

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Other Matters to be Acted Upon

     Management knows of no matters to come before the Meeting other than the matters referred to in the Notice of Meeting. However, if any other matters properly come before the Meeting, the accompanying proxy will be voted on such matters in the best judgement of the person or persons voting the proxy.

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CHAPTER 2 - PROPOSED CHANGE OF BUSINESS

Background to the Change of Business

     Prior to December 10, 2001, SYNSORB carried on a pharmaceutical development business. On that date SYNSORB announced that it was terminating clinical trial of its remaining product and would consider future strategic alternatives. In the following months, SYNSORB reduced its expenditure rate, laid off executives and staff and reviewed alternatives for maximizing shareholder value. At that time, SYNSORB held a significant shareholding in Oncolytics Biotech Inc., (“Oncolytics”), a Calgary based drug development company. At a shareholder meeting held May 7, 2002, the Shareholders approved the distribution of approximately 85% of the remaining Oncolytics shares held by SYNSORB to its Shareholders, approved a share consolidation and elected a Board of Directors consisting of certain members of the prior Board of Directors of SYNSORB as well as representatives of Scout, a significant Shareholder of SYNSORB. At that time, Jim Silye became the new President and Chief Executive Officer of SYNSORB.

     Under the leadership of Mr. Silye and the Board of Directors of SYNSORB, SYNSORB completed staff reductions and the winding-down of its clinical trials and continued to evaluate strategic alternatives. SYNSORB held discussions with several industry parties in an attempt to reach a transaction with another pharmaceutical entity that would make the best use of SYNSORB’s technology and its specialized manufacturing plant and equipment. These discussions did not lead to SYNSORB receiving any acceptable proposal for such a transaction.

     In October 2002, the SYNSORB Board of Directors appointed a committee of directors to consider strategic alternatives and engaged Network Capital Inc. (“Network”), a Calgary based advisory firm experienced in financial turnarounds, to assist it in evaluating alternatives.

     In November 2002, SYNSORB determined to dispose of its manufacturing equipment and to list its manufacturing plant for sale as commercial premises. In January 2003, SYNSORB completed a two-day auction of its equipment from which it received approximately $ 900,000 in proceeds, net of expenses. SYNSORB is continuing to attempt to sell its manufacturing plant.

     In late December 2002, representatives of SYNSORB entered into negotiations with representatives of 970183 Alberta Ltd. (“FinanceCo”) with respect to a financing and change of business, and on January 6, 2003, SYNSORB announced its intention to enter into a financing with FinanceCo (the “Financing”), as well as its appointment of Mr. David Tuer, an experienced oil and gas senior executive, as the new Chairman of the Board and Chief Executive Officer of SYNSORB.

Purpose of the Financing and Management Change

     The conversion of the former pharmaceutical research company into an oil and gas enterprise (the “Conversion”) will be implemented primarily through a change in the Management of SYNSORB, including the recent appointment of David Tuer, and the completion of the Financing with FinanceCo. The Financing will result in FinanceCo owning approximately 48% of the outstanding equity of the Corporation and approximately 26% of the outstanding

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Common Shares. Under the new Management, the Corporation is expected to become a full cycle oil and gas company, with a dual focus on exploration and development.

     At the Meeting, the Shareholders will be asked to consider, and if deemed advisable, pass with or without variation, a resolution (the “Financing Resolution”) approving the issuance of certain securities of SYNSORB to FinanceCo and to certain other investors, a resolution (the “Class A Share Resolution”) approving an amendment to the Articles providing for the creation and issuance of a new class of shares, a resolution (the “Private Placement Resolution”) approving additional private placements that SYNSORB may make in the future, a resolution (the “Name Change Resolution”) approving the change of name of SYNSORB to Hawker Resources Inc., a resolution (the “Option Resolution”) approving the reservation and allotment of up to 1,000,000 Common Shares for issuance upon the exercise of options under the stock option plan, approval of the annual financial statements of the Corporation for the financial year ended December 31, 2002 and the report of the auditors thereon, the election of directors of the Corporation, the appointment of auditors of the Corporation for the ensuing year, and such other business as may properly come before the Meeting. The texts of the Financing Resolution, the Class A Share Resolution, the Private Placement Resolution, the Name Change Resolution and the Option Resolution are set out in Schedule “A” attached hereto.

     If the relevant Resolutions are approved and the Conversion proceeds, the Corporation shall have six months from the closing of the Financing to meet all of the appropriate original listing requirements of the TSX, as required upon the change in the business of a TSX listed company.

Recommendation of the Board of Directors

     The Board of Directors has approved the Conversion and the transactions contemplated thereby and have authorized its submission to the Shareholders. The Board of Directors has concluded that the Conversion is fair to, and in the best interests of, SYNSORB and its Shareholders and recommends that Shareholders vote in favour of each of the Financing Resolution, the Class A Share Resolution, the Private Placement Resolution, the Option Resolution and the Name Change Resolution.

     Unless specified in a Proxy that the Common Shares represented thereby shall be voted “AGAINST” or “WITHELD FROM VOTING” on a resolution set out in the Proxy, it is the intention of Management designees to vote “FOR” each resolution set out in the Proxy, including those resolutions attached as Schedule “A” hereto.

Details of the Conversion

     The principal components of the Conversion are the completion of a significant financing (the “Financing”) involving a private placement with FinanceCo, the possibility of additional private placements in the 12 months following the closing of the initial private placement, a management change (the “Management Change”) including the recent appointment of David Tuer as a director and Chairman of the Board of Directors, and Chief Executive Officer of SYNSORB, a reservation and allotment of up to 1,000,000 Common Shares for issuance upon

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exercise of options, and a change of name of the Corporation to Hawker Resources Inc. (the “Name Change”).

     The terms of the proposed Financing are based on the understanding between the parties involved that the combination of cash and tangible assets available in SYNSORB, after satisfaction of or provision for all liabilities (including the current class action claims), is not less than $3 million, that there are 4,959,937 Common Shares of SYNSORB outstanding, and that there are no rights to acquire any SYNSORB securities outstanding or issuable other than those specifically set out in the Financing Agreement dated March 7, 2003 among the Corporation, FinanceCo and David Tuer.

The Financing

Under the terms of the Financing,

1.	FinanceCo will subscribe for 354,280 units (“Units”), each Unit having a subscription price of $8.46787851, and consisting of
(a)	one Series A debenture of the Corporation in the principal amount and with an allocated cost of $8.40 (each a “Debenture” and collectively the “Debentures”),
(b)	one Series A warrant of the Corporation at a price and with an allocated cost of $0.02757937 (each a “Warrant” and collectively the “Warrants”), and
(c)	five voting preferred shares, Series V in the capital of the Corporation at a price and with an allocated cost of $0.00287851 per share (each a “Series V Share” and collectively the “Series V Shares”),
(d)	nine non-voting preferred shares, Series W in the capital of the Corporation at a price and with an allocated cost of $0. 00287851 per share (each a “Series W Share” and collectively the “Series W Shares”),

     for an aggregate subscription price of $3,000,000.

     In addition, FinanceCo shall have the right to subscribe at any time prior to 4:00 p.m. (Calgary time) on April 30, 2003, at a price per Unit of $8.46787851 for up to the number of Units that is equal to 1/14 of the number of Common Shares issued prior thereto to Smith plus the number of Units issued prior thereto to Network, upon the separate subscription of Network and Smith (as set out below) (the “Anti-Dilution Right”), provided, however, that at no time will FinanceCo be entitled to exercise the Anti-Dilution Right to acquire a number of Units which, when added to the number of Units previously acquired by FinanceCo and its assignees, would result in a number of Units equal to or greater than 1/14 of the number of Common Shares then outstanding.

     The Debentures

     The Debentures shall be issued at par for a principal amount of $8.40 per Debenture, and shall bear interest on the principal amount outstanding at the rate of 2% per annum from the date

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of issue, payable on the earlier of the maturity date of December 31, 2003 and the date of surrender of the Debentures to the Corporation in connection with the exercise of the Warrants, as described below. The Debentures will be secured by a first perfected pledge of cash, term deposits and money market interests having a security value at all times of not less than 112.5% of the amount outstanding under the Debentures (including accrued or unpaid interest).

     The Warrants

     Each Warrant will be issued at a price of $0.02757937 per Warrant and will entitle the holder thereof to purchase five Common Shares and nine Class A Shares (as described below under the section entitled “the Amendment to the Articles and the Class A Shares”) in the capital of the Corporation at any time prior to 4:00 p.m. (Calgary time) on December 31, 2003, either (a) by the payment of Cdn $0.60 per Common Share, Cdn $0.60 per Class A Share and the surrender of five Series V Shares and nine Series W Shares, or (b) by the surrender of one Debenture, five Series V Shares and nine Series W Shares. If any payment is made by tender of Debentures, any accrued interest on such Debentures to the date of the exercise of the accompanying Warrants will be paid by the Corporation in cash.

     The Series V Shares

     The Series V Shares shall have no rights other than the right to one vote per share, voted equally and together with the outstanding Common Shares on all matters in respect of which the Common Shares are entitled to vote, including the election of directors and all special resolutions. The Series V Shares shall not carry any entitlement to receive dividends. The Series V Shares shall have preference over the Common Shares in participating in the distribution of property or assets in the event of liquidation, dissolution or winding-up of the Corporation for the payment of $0.00287851 per Series V Share held. The Series V Shares shall be, and shall be deemed to be, redeemed without further notice, formality or payment at a price of $0.00287851 per share, immediately and concurrently upon the earlier of the issuance of Common Shares upon the exercise of Warrants, and the expiry of the Warrants on December 31, 2003, and upon such redemption, all Series V Shares acquired by the Corporation shall be cancelled.

     If there is any adjustment to the Common Shares, by way of subdivision, consolidation or issuance, the voting rights of the Series V Shares shall be adjusted appropriately to maintain the holder’s proportionate position with respect to the voting rights of the Common Shares (subject to the discretion of the Board of Directors of SYNSORB to vary such adjustment if deemed necessary to fairly protect the rights of the holders of Series V Shares).

     The Series W Shares

     Holders of the Series W Shares are not entitled to receive notice of or to attend or vote at any meeting of the holders of shares, other than the Series W Shares of the Corporation, except meetings at which the holders of the Series W Shares are entitled by law to vote. The Series W Shares shall not carry any entitlement to receive dividends. In accordance with the Articles of the Corporation, the Series W Shares shall have preference over the Common Shares in participating in the distribution of property or assets in the event of liquidation, dissolution or

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winding-up of the Corporation for the payment of $0.00287851 per Series W Share held. The Series W Shares shall be, and shall be deemed to be, redeemed without further notice, formality or payment at a price of $0.00287851 per Series W Share, immediately and concurrently upon the earlier of the issuance of Class A Shares upon the exercise of Warrants, and the expiry of the Warrants on December 31, 2003, and upon such redemption, all Series W Shares acquired by the Corporation shall be cancelled.

     FinanceCo’s Holdings Upon Conversion of the Units

     If the Anti-Dilution Right is fully exercised by FinanceCo, then, upon conversion of all of the Units held by FinanceCo and Network on or before 4:00 p.m. (Calgary time) on December 31, 2003, FinanceCo would hold approximately 48% of the outstanding equity and approximately 26% of the outstanding Common Shares of the Corporation.

The Amendment to the Articles and the Class A Shares

     It is proposed that the Articles of the Corporation be amended to provide for the creation of a new class of non-voting common shares that shall have all of the rights and privileges associated with the Common Shares of the Corporation, excluding the right to vote (the “Class A Shares”). When created, these will be issued upon exercise of the Warrants (as described above) upon conversion of the Units.

     At the Meeting, the Shareholders will be asked to consider, and if deemed advisable, pass the special resolution included in Schedule “A” as the Class A Share Resolution.

The Network and Smith Subscriptions

     Network has agreed to subscribe for 35,428 Units for an aggregate subscription price of $300,000, and Smith has agreed to subscribe for 75,000 Common Shares for an aggregate subscription price of $45,363.63. Concurrent with the Financing, Network will be issued 148,798 Common Shares in payment of a success fee (the “Success Fee”), as set out in a retainer agreement between Network and SYNSORB dated October 30, 2002.

     The Common Shares issuable to Network and Smith shall be issued upon closing (anticipated to be at 10:00 a.m. (Calgary time) on April 4, 2003 – the “Closing”)) as fully paid and non-assessable upon payment of the subscription price therefor. The Common Shares will have a hold period of four months from the date of issuance. The Units issued to Network shall be convertible on the same terms as those subscribed for by FinanceCo.

Future Private Placements

     In addition to the private placements referred to under the sections entitled “The Financing” and “the Network and Smith Common Shares” above, the Corporation will, from time to time, investigate opportunities to raise financing on advantageous terms, in order to give SYNSORB greater flexibility in consummating future oil and gas acquisitions. The Corporation expects to undertake one or more financings over the next year, some of which may be structured as private placements.

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     Under the rules of the TSX, the aggregate number of shares of a listed company which are issued or made subject to issuance (i.e. issuable under a share purchase warrant or option or other convertible security) by way of one or more private placement transactions during any particular six-month period must not exceed 25% of the number of shares outstanding (on a non-diluted basis) prior to giving effect to such transactions (the “TSX 25% Rule”), unless there has been shareholder approval of such transactions.

     The TSX has a working practice that it will accept advance approval by shareholders in anticipation of private placements that may exceed the TSX 25% Rule, provided such private placements are completed within twelve months of the date such advance shareholder approval is given.

     The Corporation’s issued and outstanding share capital is currently 4,959,937 Common Shares (before giving effect to the Financing) and the Corporation proposes that the maximum number of shares, which either would be issued or made subject to issuance under one or more private placements in the twelve month period commencing on the date of the Meeting, would not exceed 4,959,937 Common Shares in the aggregate, or 100% of the Corporation’s issued and outstanding as at the date hereof.

     Any private placement proceeded with by the Corporation under the advance approval being sought at the Meeting will be subject to the following additional restrictions:

(a)	it must be substantially with parties at arm’s length to the Corporation;
(b)	it cannot materially affect control of the Corporation;
(c)	it must be completed within a twelve month period following the date the shareholder approval is given; and
(d)	it must comply with the private placement pricing rules of the TSX which currently require that the issue price per common share must not be lower than the closing market price of the common shares on the TSX on the trading day prior to the date notice of the private placement is given to the TSX (the “Market Price”), less the applicable discount, as follows:

Market Price	Maximum Discount
$0.50 or less		25	%
$0.51 to $2.00		20	%
Above $2.00		15	%

(For these purposes, a private placement of unlisted convertible securities is deemed to be a private placement of the underlying listed securities at an issue price equal to the lowest possible price at which the securities are convertible by the holders thereof).

     The TSX retains the discretion to decide whether or not a particular placement is “substantially” at arm’s length or will materially affect control in which case specific shareholder approval may be required.

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     At the Meeting, the Shareholders will be asked to consider, and if deemed advisable, pass the ordinary resolution included in Schedule “A” as the Private Placement Resolution.

Management Change

     On January 6, 2003, upon announcement of the proposed Conversion and upon resolution by the Board of Directors of the Corporation, David Tuer was appointed a director, Chairman of the Board of Directors and Chief Executive Officer of SYNSORB. Mr. Tuer’s remuneration is to be $1.00 per day, and such other benefits and perquisites as are determined from time to time by the Board of Directors, from December 24, 2002 until the date of the Meeting. If Shareholder approval is not obtained by April 30, 2003, Mr. Tuer will resign all positions with SYNSORB forthwith. If Shareholder approval is obtained, Mr. Tuer will be employed under a mutually agreeable employment contract between himself and SYNSORB, including the terms set out below:

1.	SYNSORB will be Mr. Tuer’s principal vehicle for participation in the upstream conventional oil and gas business. Mr. Tuer will not accept or hold any other executive, officer or employment positions in any other entity that is principally engaged in such a business; however, Mr. Tuer shall be entitled to serve as a director of any such entity, including as Chairman or lead director. In the event of any such involvement in such an entity, Mr. Tuer shall take reasonable steps to avoid or minimize conflict of interest situations that may otherwise arise.
2.	Mr. Tuer shall hold himself out as being the person, in conjunction with the Board of Directors of SYNSORB, principally responsible for the development, approval, execution and implementation of SYNSORB’s business plan and strategies.
3.	Mr. Tuer shall be entitled to an annual salary plus such discretionary bonus, if any, as the Board of Directors of SYNSORB may determine is appropriate, having regard to such factors as Mr. Tuer or the Board of Directors of SYNSORB may consider relevant, with the principal focus being on shareholder value enhancement, as reflected by share price appreciation from $0.65 per share (being the share price on December 24, 2002, the date of settlement of the general terms of the Conversion, and prior to the announcement of the proposed Conversion).
4.	Upon the Closing of the Financing, Mr. Tuer shall be entitled to be compensated, as set out in paragraphs 1 through 3 above, retroactively to the date of announcement of his hiring.

     Other than described elsewhere herein, no director, individual or entity is entitled to any compensation, severance, bonus payments or other similar payments as a consequence of the completion of the proposed Conversion or otherwise.

The Name Change

     At the Meeting, the Shareholders will be asked to consider and, if deemed advisable, pass a special resolution to authorize the Corporation to file articles of amendment under the Business Corporations Act (Alberta) changing the name of the Corporation from SYNSORB Biotech Inc.

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to Hawker Resources Inc., or such other name as the Board of Directors of the Corporation deems appropriate and as may be approved by the Registrar of Corporations (Alberta). To be adopted, the Name Change Resolution (as set out in Schedule “A” attached hereto) must be approved by two-thirds of the votes cast, in person or by proxy, at the Meeting by Shareholders.

     The Directors may determine not to implement the Name Change Resolution at any time after the Meeting, but prior to the issuance of a certificate of amendment, without further action on the part of the Shareholders.

Common Shares Reserved for Issuance Upon Exercise of Stock Options

     The stock option plan of the Corporation (the “Plan”) provides that Common Shares of the Corporation shall be made available from treasury for purchase by directors, officers, employees and consultants of the Corporation or its subsidiaries upon the exercise of options granted pursuant to the Plan. The Plan currently reserves for issuance upon the exercise of stock options 487,500 Common Shares (taking into account the one-for-eight consolidation of the Common Shares in May of 2002).

     The Board of Directors of the Corporation is seeking Shareholder approval for an amendment to the Plan that would result in the reservation and allotment for issuance of an additional 1,000,000 Common Shares, for a total of 1,487,500 Common Shares (the “New Total”), issuable upon the exercise of options to be granted in the future under the Plan.

     The TSX requires that, in the event of a share compensation arrangement that, together with all of a company’s other previously established or proposed share compensation arrangements, could result, at any time, in the number of shares reserved for issuance pursuant to stock options exceeding 10% of the outstanding issue, shareholder approval is required. If the number of shares reserved for issuance pursuant to stock options granted to insiders exceeds 10% of the outstanding issue, a disinterested shareholder vote is required in which the votes attached to securities beneficially owned by insiders to whom shares may be issued pursuant to the share compensation arrangements, as well as the associates of insiders, may not be voted. As the New Total represents more than 10% of the Common Shares that are issued and outstanding prior to completion of the Financing, and the issuance of Common Shares to Network and Smith, a vote by disinterested Shareholders with respect to the Option Resolution is required.

     The text of the resolution setting out the amendment providing for such reservation and allotment of Common Shares is included in Schedule “A” as the Option Resolution, attached hereto.

Exclusive Dealing

     Throughout much of 2002, Management of the Corporation has been engaged in the process of attempting to identify a potential transaction which would maximize Shareholder value. In connection with the Financing, SYNSORB agreed to negotiate in good faith, and on an exclusive basis, with FinanceCo to finalize the documents and agreements necessary to effect the Financing. In this regard, SYNSORB and its directors, officers and representatives agreed to cease all discussions and negotiations that had been previously commenced with any other parties, and not to solicit or entertain any discussions or negotiations with any other

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parties until Closing, that would be inconsistent with the successful completion of the Financing.

     Notwithstanding the foregoing, in order to discharge properly its fiduciary duties, the Board of Directors of SYNSORB may respond to an unsolicited bona fide written competing proposal that constitutes a commercially feasible transaction, which could be carried out within a commercially reasonable time frame (and, in any event, within 90 days of the announcement or presentation of the competing proposal), for which adequate financial arrangements have been made, and which the Board of Directors determines in good faith would be a financially superior transaction for the Shareholders than that contemplated by the Conversion.

Optionholders

     As a condition of the Financing, each director has agreed to exercise all options to acquire Common Shares held by him prior to Closing, or, if such options are not exercised prior to Closing, has agreed that such options shall expire upon Closing.

Expense and Non-Completion Fees

     If, for any reason other than the fault of FinanceCo, the Financing is not completed by April 30, 2003, FinanceCo shall be entitled to receive from SYNSORB on May 1, 2003 an expense fee of $150,000. However, if such non-completion is a direct or indirect result of an alternate proposal with respect to SYNSORB, then FinanceCo shall be entitled to receive from SYNSORB an additional fee equal to the amount by which 5% of the value (as determined by an independent third party to be appointed by FinanceCo) of such alternate proposal to SYNSORB and/or its Shareholders exceeds $150,000, to be paid to FinanceCo’s counsel in trust until payment on the date of implementation of the alternate proposal. If the alternate proposal is not consummated within 12 months of the entering into the agreement related thereto, or if the alternate proposal is abandoned, the non-completion fee will be returnable to SYNSORB.

     If, for any reason other than the fault of SYNSORB, FinanceCo elects not to complete the Financing, SYNSORB shall be entitled to receive from FinanceCo an expense fee of $150,000.

Conditions to the Financing

     For the Financing to be implemented, the Financing Resolution must be passed, with or without variation, by at least a majority of the votes cast by Shareholders present in person or by proxy at the Meeting.

Closing Date of the Financing

     The date of closing of the Financing is anticipated to be at 10:00 a.m. (Calgary time) on April 4, 2003.

Notice to United States Shareholders

     The solicitation of proxies in respect of the Conversion and related transactions contemplated herein are made in the United States with respect to the securities of a Canadian

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issuer in accordance with Canadian corporate and securities laws. Shareholders should be aware that requirements under such Canadian laws may differ from requirements under United States corporate and securities laws relating to United States corporations.

     The financial information included herein has been prepared in accordance with Canadian generally accepted accounting principles, which differ from United States generally accepted accounting principles in certain material respects, and thus may not be comparable to financial information of United States companies.

     Enforcement by Shareholders of civil liabilities under the United States securities laws may be affected adversely by the fact that SYNSORB is organized under the laws of a jurisdiction other than the United States, that some or all of its officers and directors are residents of countries other than the United States, that some or all of the experts named in this Information Circular may be residents of countries other than the United States, and that all or a substantial portion of the assets of SYNSORB and such person may be located outside the United States.

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CHAPTER 3 – SYNSORB BIOTECH INC.

SYNSORB and Its Share Capital

     SYNSORB is an Alberta corporation whose head office is located at 411 - 19th Street S.E., Calgary, Alberta T2E 6J7 and its registered office is located at 4500, 855 - 2^nd Street S.W., Calgary, Alberta, T2P 4K7. The Corporation’s year end is December 31.

     The Corporation is authorized to issue an unlimited number of Common Shares and an unlimited number of preferred shares, issuable in series, of which as at March 7, 2003, 4,959,937 Common Shares and no preferred shares are issued and outstanding as fully paid and non-assessable. No amendment to the Articles will be required to issue the Series V Shares and Series W Shares.

Stock Exchange Listings

     The Common Shares are listed on the TSX under the trading symbol “SYB”. The following table summarizes the market price ranges and volumes of trading of SYNSORB Common Shares on the exchanges during the periods indicated:

	TSX
	Price Range
					Trading
	High		Low		Volume
	(Cdn$)		(Cdn$)
2002
First Quarter		0.59		0.28		13,834,685
Second Quarter to May 15, 2002(1)		0.42		0.37		5,714,844
Second Quarter from May 16, 2002(2)		1.45		1.13		659,942
Third Quarter		1.35		0.67		475,185
Fourth Quarter		0.85		0.56		590,560
2003
January		3.43		0.73		5,847,175
February		3.25		2.71		346,568
March (to March 6)		3.00		2.86		33,638

Notes:
(1)	Prior to the 8:1 share consolidation on May 16, 2002.
(2)	Subsequent to the 8:1 share consolidation on May 16, 2002.

     The closing price of the SYNSORB Common Shares on the TSX on January 3, 2003, the last trading day prior to the announcement of the proposed Conversion, was Cdn $0.73 and on January 7, 2003, the day after the announcement of the Conversion, was Cdn $2.29 on the TSX.

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CHAPTER 4 - ELECTION OF DIRECTORS

     The following table sets forth, in respect of each nominee director, all positions currently held with the Corporation, principal occupation or employment within the preceding five years, and the approximate number of Common Shares beneficially owned, directly or indirectly, or over which voting control is exercised as of March 7, 2003. The information contained herein is based upon information furnished by the nominees and by the Corporation.

     Unless specified in a Proxy that the Common Shares represented by the Proxy shall be voted as “WITHELD FROM VOTING”, it is the intention of Management designees to vote “FOR” the election of the nominees.

			Number of Common
	Date since	Office or Position in the Corporation,	Shares Owned
Name and Municipality of	served as a	if any, and Principal Occupation	Beneficially or Subject
Residence	Director	within Last Five Years	to Control or Direction
Bruce J. Kenway, C.A. Calgary, Alberta	March 31, 1994	Chartered accountant, Kenway Mack Slusarchuk Stewart, Chartered Accountants		10,637
Gerry C. Quinn, C.A. Mississauga, Ontario	January 16, 1995	President of The Erin Mills Investment Corporation (a venture capital company).		9,750
David Tonken Edmonton, Alberta	May 7, 2002	President, Genesis Capital Partners Ltd. Prior to October 24, 2002, President of Scout Capital Corp.		nil
Jim Silye Calgary, Alberta	May 7, 2002	Executive Officer of SYNSORB. Prior to May 2002, Independent Businessman.		12,750
Tim Tycholis Calgary, Alberta	May 7, 2002	Independent Businessman		142,900
David Tuer Calgary, Alberta	January 6, 2003	Chairman, Calgary Health Region. Prior to October 2001, President and Chief Executive Officer, PanCanadian Energy Corporation. Chairman of the Board and Chief Executive Officer of SYNSORB from January 6, 2003		nil

Committees of the Board

     While the Board has left in place its committee structure and the guidelines which set out the responsibilities of its various committees, because of the proposed changes to the nature of SYNSORB’s business activities, with the exception of the Audit Committee, the Board has adopted the practice of acting as a Committee of the Whole in carrying out the responsibilities of the Compensation, Corporate Governance and Environmental Committees.

     If approval of the Resolutions by the Shareholders is obtained, the Board of Directors will consider re-establishing separate Compensation, Corporate Governance and Environmental Committees after Closing, as business circumstances dictate. Consequently, the descriptions of the practices set out in Chapters 6 and 7 below may differ significantly after Closing.

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CHAPTER 5 - APPOINTMENT OF AUDITOR

     It is proposed that Ernst & Young LLP, chartered accountants for the Corporation since its inception, be re-appointed as the auditors of the Corporation to hold office until the next annual meeting of Shareholders at a remuneration to be fixed by the Board of Directors.

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CHAPTER 6 - EXECUTIVE COMPENSATION

     The information set out below in this Chapter 6 provides the details of Executive Compensation in existence prior to implementation of the Conversion. While the specific information for the fiscal year of the Corporation ended December 31, 2002 will not change, if Shareholder approval is obtained for the Financing and the Corporation is converted to an oil and gas enterprise, certain of the information set out below regarding the approach and practice of the Corporation with respect to Executive Compensation may change.

Compensation of Executive Officers

     The following table details compensation information for the three financial years of the Corporation ended December 31, 2002 for the executive officers in place during 2002 (collectively, the “Named Executive Officers”). No other executive officer of the Corporation received a combined base salary and bonus of more than $100,000 in the fiscal year of the Corporation ended December 31, 2002.

SUMMARY COMPENSATION TABLE

									Long-Term
									Compensation
			Annual Compensation						wards
									Common
							Other		Shares Under
							Annual		Options		All Other
Name and			Salary		Bonus		Compensation		Granted		Compensation
Principal Position	Year		($)		($)		($) (1)		($)		($)(2)
David J. Cox		2002		118,792		nil		63,412		nil		374,250
President and CEO(3)		2001		249,500		65,200		37,425		50,000		nil
		2000		220,000		10,200		33,000		nil		nil
Bill Hogg,		2002		99,110		2,000		27,109		nil		300,000
President and CEO(4)		2001		138,542		nil		20,781		150,000		54,875
		2000		—		—		—		—		nil
Jim Silye, CEO(5)		2002		85,250		nil		nil		75,000		nil
		2001		—		—		—		—		—
		2000		—		—		—		—		—
R. Murray Ratcliffe		2002		70,808		nil		30,938		nil		187,500
Vice President, R&D		2001		187,500		30,000		28,125		10,000		nil
and Manufacturing(6)		2000		180,000		—		27,000		—		nil

Notes:
(1)	This constitutes amounts paid by the Corporation on behalf of the executive officer into a fund maintained by the Corporation, which is used to fund a Health and Welfare Benefits Plan for the employees of the Corporation. Under this plan the Corporation pays for certain health related expenses incurred by employees and their dependants. Any annual amounts paid into the plan on behalf of an employee that are not utilized by the employee during such year for health related expenses may, at the direction of the employee, be transferred into a registered retirement savings plan of the employee.
(2)	This constituted severance payments.
(3)	Commenced employment with the Corporation October 13, 1997, and terminated employment on March 31, 2002.

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(4)	Commenced permanent employment with the Corporation March 26, 2001 and prior thereto had been Acting Vice President and CFO on contract. Appointed President and CEO March 19, 2002. Terminated employment with the Corporation effective May 7, 2002.
(5)	Chief Executive Officer from May 7, 2002.
(6)	Commenced employment with the Corporation on February 27, 1997, and terminated employment on March 13, 2002.

Stock Options

     The following table details information with respect to the grant of options by the Corporation to the Named Executive Officers during the fiscal year of the Corporation ended December 31, 2002.

OPTION GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR

								Market Value of
	Common		% of Total			Exercise or		Common Shares
	Shares		Options			base		Underlying
	under Options		Granted to			Price		Options on the
	Granted		Employees in			($/Common		Date of Grant		Expiration
Name	#		Financial Year			Share)		($/Common Share)		Date
David J. Cox		—		—			—		—		—
Bill Hogg		—		—			—		—		—
Jim Silye		25,000		9.1	%	$	0.69	$	0.69	Nov. 8, 2005
		50,000		18.2	%	$	0.70	$	0.70	Nov. 15, 2005
R. Murray Ratcliffe		—		—			—		—		—

     The following table details information with respect to all options of the Corporation exercised by Named Executive Officers during the last fiscal year of the Corporation and all options held by named Executive Officers and outstanding on December 31, 2001.

AGGREGATED OPTION EXERCISES DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR END AND FINANCIAL YEAR-END OPTION VALUES

					Unexercised Options		Value of Unexercised in
	Common Shares				at Financial		the Money Options at
	Acquired on		Aggregate		Year-End		Financial Year End
	Exercise		Value Realized		Exercisable/unexercisable		Exercisable/unexercisable
Name	#		($)		(#)		($)
David J. Cox		—		—		—		—
Bill Hogg		—		—		—		—
Jim Silye		—		—		75,000/-	nil/-
R. Murray Ratcliffe		—		—		—		—

Employment Agreements

     All employment agreements have been terminated.

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Compensation of Directors

     In the aggregate, a total of $138,350 in directors fees was paid to the board of directors during the fiscal year ended December 31, 2002. The following table sets out the amounts paid to each individual director. Messrs. Casey and Crooke resigned from the Board on March 19, 2002.

			Options
Director	Fees Paid ($)		Granted
Richard Casey		15,900		nil
Stan Crooke		7,950		nil
Gerry Quinn		60,250		50,000
Bruce Kenway		24,250		50,000
David Tonken		5,000		25,000
Jim Silye		nil		75,000	(1)
Tim Tycholis		25,000		75,000
TOTAL		138,350		275,000

Note:
(1)	25,000 of these options were granted to Mr. Silye in his capacity as President and Chief Executive Officer. 50,000 of these options were granted to Mr. Silye in his capacity as a director.

     Directors of the Corporation are eligible to receive stock options. During 2002, the Directors, were granted a combined total of 275,000 options to purchase Common Shares with a weighted average exercise price of $0.70.

     Directors of the Corporation are also reimbursed for their reasonable out-of-pocket disbursements incurred for the business of the Corporation.

     Mr. Tuer, who was appointed as a director, Chairman of the Board of Directors and Chief Executive Officer of SYNSORB is currently receiving, and, upon Shareholder approval of the proposed Financing, will receive the compensation as set out in Chapter 2 under the section entitled “Management Change”.

     There are no established policies in place for the compensation of directors for 2003.

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BOARD APPROVAL

     The contents and the sending of this Information Circular have been approved by the Board of Directors of the Corporation.

BY ORDER OF THE BOARD OF DIRECTORS

David Tuer

Chairman of the Board

CERTIFICATE

     The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

David Tuer

Chairman of the Board

DATED in Calgary, Alberta on this 7^th day of March, 2003.

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SCHEDULE “A”

RESOLUTIONS

FINANCING RESOLUTION

BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

1. the Financing involving the issuance of Units consisting of Debentures, Warrants, Series V Shares, and Series W Shares of SYNSORB to FinanceCo and Network, and the issuance of Common Shares to Network and Smith, by way of private placements, all as defined and more particularly described in the Information Circular dated March 7, 2003 accompanying the Notice of this Meeting, is authorized and approved.

CLASS A SHARE RESOLUTION

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1.	SYNSORB restate its Articles of Incorporation (the “Restated Articles”) to provide for the creation of a class of non-voting common shares, to be known as the Class A Shares, that will have all of the rights and privileges associated with the Common Shares of the Corporation, excluding the right to vote; and
2.	the Restated Articles shall be effective on the date shown on the Certificate of Amendment and Registration of the Restated Articles and shall supersede the original Articles of Incorporation and any and all amendments thereto.

PRIVATE PLACEMENT RESOLUTION

BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT: 1. 1.

1. the issuance by SYNSORB in one or more private placements during the twelve month period commencing April 3, 2003 of such number of securities that would result in SYNSORB issuing or making issuable up to 4,959,937 Common Shares, as is more particularly described in the Information Circular, is authorized and approved.

NAME CHANGE RESOLUTION

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1. the Corporation is authorized to file articles of amendment pursuant to section 173(1)(a) of the Business Corporations Act (Alberta) changing the name of the Corporation from SYNSORB Biotech Inc. to Hawker Resources Inc., or such other name that the Board of

A-1

	Directors deems appropriate and as may be approved by the Registrar of Corporations (Alberta); and
2.	the directors of the Corporation are authorized to revoke this special resolution without further shareholder approval at any time prior to the issuance of a certificate of amendment issued pursuant to this special resolution.

OPTION RESOLUTION

BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

1.	an amendment to the stock option plan (the “Plan”) providing for the reservation and allotment for issuance of up to an additional 1,000,000 Common Shares issuable upon the exercise of options granted pursuant to, and conditional upon the exercise in accordance with the terms of, the Plan, is authorized and approved, and Section 4 of the Plan shall be amended to read as follows:
	At the time of grant of a Stock Option, the Directors shall fix the number of Common Shares subject thereto.
	The number of Common Shares reserved for issuance pursuant to this Plan shall not exceed 1,487,500 and the number of Common Shares under option at any one time shall not exceed the number of Common Shares then reserved for issuance pursuant to this Plan.
	The number of Common Shares reserved for issuance pursuant to this Plan in respect of all Stock Options granted to any one Optionee at any one time shall not exceed five percent (5%) of the aggregate number of Common Shares issued and outstanding at that time.
	Common Shares optioned under Stock Options that expire or otherwise terminate shall be available to be optioned under subsequent grants of Stock Options;

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