6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

March 11, 2003

SYNSORB Biotech Inc.
Commission File No. 0-29214
(Translation of registrant’s name into English)

411 – 19^th Street SE
Calgary, Alberta, Canada, T2E 6J7
(Address of principal executive office)

        Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F X Form 40-F

        Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Act of 1934.

Yes No X

        If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule
12g3-2(b): 82- N/A

Exhibit Number Exhibit

1. Press release of SYNSORB Biotech Inc. dated March 11, 2003

2. Management Discussion and Analysis

3. Annual Financial Statements for the year ended December 31, 2002

4. Notice of Meeting and Information Circular

5. Form of Proxy

      SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: March 11, 2003
SYNSORB BIOTECH INC.

By: (Signed) “Bruce Kenway”
        Bruce Kenway
        Director

Exhibit Index

Exhibit Number Exhibit Page

1. Press release of SYNSORB Biotech Inc. dated March 11, 2003 6

2. Management Discussion and Analysis 8

3. Annual Financial Statements for the year ended December 31, 2002 13

4. Notice of Meeting and Information Circular 27

5. Form of Proxy 61

EX-99

SYNSORB Biotech Inc.

Press Release

SYNSORB announces Annual Results and Meeting to Approve a Financing and New Direction

        Calgary, Alberta, March 11, 2003 – SYNSORB Biotech Inc. (SYB – the Toronto Stock Exchange) announced that it has signed definitive documentation with an unrelated investing company that will see the former pharmaceutical research company transformed into an oil and gas enterprise. On January 6, 2003, SYNSORB had previously announced that the investing company would invest up to $3 million in SYNSORB and that SYNSORB had appointed Mr. David Tuer as a Director, the Chairman of the Board and the Chief Executive Officer of SYNSORB.

        Completion of the financing is still subject to obtaining all regulatory approvals, including approval of the Toronto Stock Exchange, and the approval of shareholders of SYNSORB and other customary closing conditions. The investing company has advised SYNSORB that it has completed its due diligence review with respect to SYNSORB.

        There can be no assurance that the financing will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Management Information Circular to be sent to SYNSORB shareholders in connection with the shareholders’ meeting, any information released or received with respect to the financing may not be accurate or complete and should not be relied upon. Trading in the securities of SYNSORB should be considered highly speculative.

        SYNSORB has called a shareholders’ meeting to be held in Calgary, Alberta on Thursday, April 3, 2003, to consider and approve the transaction. The record date for voting at the meeting is February 12, 2003 and SYNSORB anticipates that the Management Information Circular for the meeting will be available shortly. The Board of Directors of SYNSORB is recommending that shareholders vote in favour of the various resolutions that will facilitate the proposed transaction.

        SYNSORB also announces its results for the year ended December 31, 2002. Earnings for 2002 were $3,766,000 or $0.76 per share (after accounting for the gain on sale and disposition of the shares held in Oncolytics Biotech Inc.) compared to a loss of $22,988,000 or $4.64 per share in 2001. For 2002 SYNSORB had a negative cash-flow from operating activities of $6,538,000, compared to a corresponding negative cash flow from operating activities of $12,777,000 in 2001.

        Total expenses for the 2002 year were $9,126,000 compared to $26,803,000 in 2001. Included in total expenses for the year was a $7,097,000 charge for the write-down of SYNSORB’s building and equipment.

        SYNSORB continues to dispose of assets formerly utilized in its pharmaceutical development business. In mid-January 2003 SYNSORB disposed of a significant portion of its drug manufacturing equipment for net proceeds of approximately $900,000 and in early February 2003 SYNSORB granted a third party an exclusive licence to certain of its patents relating to toxin binding sugars for net proceeds of approximately U.S.$240,000. SYNSORB continues to list its manufacturing facility and related land for sale.

        SYNSORB has entered into an agreement in principle with counsel to the plaintiffs regarding a proposed settlement of the class action securities lawsuit brought against SYNSORB and certain of its officers. The agreement in principle is subject to the completion of a definitive settlement agreement and court approval and accordingly no assurance can be given that the agreement in principle will be implemented or approved or the action settled. The agreement in principle contemplates that the settlement would be at no additional material cost to SYNSORB.

        The Toronto Stock Exchange has not approved or disapproved of the information contained herein.

        For further information, please contact Jane Johnson, Executive Assistant to David Tuer, at (403) 294-0067.

EX-99

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF THE FINANCIAL POSITION AND RESULTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2002

The following should be read in conjunction with the Corporation’s audited financial statements as at and for the year ended December 31, 2002 and the notes thereto.

On December 10, 2001, the Corporation terminated development of SYNSORB Cd®, its sole development drug. Subsequent to that date, the Corporation has had no drug under active development and has no regular source of operating revenue or cash flow.

After December 10, 2001, the Corporation reduced its spending and terminated all contracts and commitments that were considered not critical to an orderly wind down of the clinical trials and the preservation of its asset base.

Provision for SYNSORB Cd® Wind-down Costs

A provision for the future wind-down costs of clinical trials, reduction in staff and elimination of their costs associated with the development of the SYNSORB Cd® totalling $3,830,000 was included in the results for the year ended December 31, 2001. An additional provision amount of $50,000 was included for the period ended June 30, 2002. As at December 31, 2002, the entire provision amount had been utilized. No further wind-down costs are anticipated.

Write-downs of Corporate Assets

The decision to halt clinical trials led to a write-down of certain capital assets. The Corporation determined that continued ownership of its manufacturing facility was unnecessary. The Corporation wrote down the value of its manufacturing facility and associated equipment on December 31, 2001 to the estimated net realizable value based on a potential sale as a cGMP-compliant manufacturing facility. Efforts to market the facility as a cGMP-compliant manufacturing facility were unsuccessful and the Corporation now expects to realize commercial value for the land and building. Accordingly, the Corporation wrote-down the value of the building and land to $2,500,000 (December 31, 2001: $8,600,000). The manufacturing equipment was auctioned subsequent to December 31, 2002 and the value of the manufacturing equipment as at December 31, 2002 was written down to $1,000,000 (December 31, 2001: $2,000,000). For the year ended December 31, 2001 the Corporation wrote off patents associated with its drug technology and leasehold improvements and wrote-down computer equipment and office furniture and equipment. The asset write-downs were included in amortization expense.

Distribution of Shares of Oncolytics Biotech Inc. (“Oncolytics”)

Effective May 15, 2002 the Corporation distributed to its shareholders 4,000,235 common shares of Oncolytics which was accounted for as a return of capital. The deemed value of these shares, net of expenses, was $11,600,000 resulting in a gain on distribution of $8,325,000. As part of this transaction, the Corporation’s holding of 1,500,000 common shares in BCY Life Science’s Inc. was transferred to Oncolytics. No gain or loss was recorded as a result of that transfer. Effective May 15, 2002, the common shares of the Corporation were consolidated on a 1 for 8 basis.

During the year ended December 31, 2002 the Corporation sold 2,255,565 common shares of Oncolytics for net proceeds of $6,898,000 resulting in a gain on sale of $4,899,000. As at December 31, 2002 the Corporation did not hold any common shares of Oncolytics.

Liquidity and Capital Resources

At December 31, 2002 the Corporation’s cash and working capital positions were $289,000 and $412,000, respectively, compared to December 31, 2001 balances of $5,841,000 and ($4,725,000), respectively.

As at December 31, 2002 the Corporation had no long-term or short-term debt. At December 31, 2001 the current portion of long term-debt of the Corporation was $5,910,000, all of which was repaid during 2002.

The Corporation’s primary source of liquidity during 2002 and its current primary source of liquidity is the liquidation of its assets. In 2002, the Corporation sold 2,255,565 common shares of Oncolytics for net proceeds of $6,898,000 resulting in a gain on sale of $4,899,000. As at December 31, 2002 the Corporation did not hold any common shares of Oncolytics. During 2002 the Corporation attempted to dispose of both its manufacturing equipment and its manufacturing facility. Subsequent to December 31, 2002 the Corporation disposed of most of its manufacturing equipment through auction realizing proceeds, net of expenses, of approximately $900,000 and has listed its building and related land for sale as commercial premises. The Corporation also holds miscellaneous intellectual property rights with respect to certain drug technologies, which it may license, dispose of or abandon. In February 2003 the Corporation received net proceeds of approximately U.S.$240,000 for an exclusive license of certain of its patents regarding toxin binding sugars. No assurance can be given as to whether any additional assets can be disposed of or what, if any, proceeds can or will be received with respect thereto.

In addition to the liquidation of assets, the Corporation may receive milestone payments and royalties with respect to the previous sale of its INH Technologies Inc. subsidiary or may choose to sell these rights. The Corporation cannot predict the likelihood, timing or amount of any milestone or royalty receipts.

The Corporation has entered into a Financing Agreement effective March 7, 2003 with an unrelated party, pursuant to which the Corporation will issue by way of a private placement $2,975,952 principal amount of secured debentures, together with 354,280 voting and non-voting common share purchase warrants with 1,771,400 associated voting preferred shares and 3,188,520 associated non-voting preferred shares. One warrant, five voting preferred shares, and nine non-voting preferred shares entitle the holder to acquire five voting common shares and nine non-voting common shares at a price of approximately $0.60 per common share, and the debentures can be used to pay the warrant exercise price. The investor group also has the right to acquire up to an additional $342,595 principal amount of debentures together with an additional 40,785 warrants, 203,925 voting preferred shares, and 367,066 non-voting preferred shares.

Concurrent with this financing, the Corporation has entered into an agreement with two other unrelated investors, who will subscribe, by way of private placement, for 75,000 voting common shares, and $297,595 principal amount of debentures, together with 35,428 warrants, 177,140 voting preferred shares, and 318,852 non-voting preferred shares.

The private placement is subject to regulatory, shareholder and other customary approvals and is scheduled to close on or about April 4, 2003. The investor group has announced that it intends to cause the Corporation to focus on oil and gas activities in the future. There can be no assurance that the proposed private placement will be completed as proposed or at all.

The Corporation believes its capital resources as at January  31, 2003 will be sufficient to sustain its remaining operations until completion of the proposed private placement. However, if the proposed private placement was not approved by shareholders or otherwise not completed, the Corporation would have limited capital resources and would be dependent for future capital resources upon the disposition of its remaining assets. However, there can be no assurance that the Corporation’s existing capital resources will be sufficient for any particular purpose or that the remaining assets will be sold or, if sold, when, on what terms and for what proceeds. If adequate funds are not available, the Corporation’s financial condition and future prospects may be adversely affected.

If the proposed private placement is approved and completed, the Corporation’s new management intends to shift the focus of the Corporation’s activities to the oil and gas sector. While the proposed private placement will result in the Corporation issuing up to $3,616,142 principal amount of debentures, the proceeds of those debentures, along with an additional $460,000 of the Corporation’s cash, will have to be pledged as security for repayment of the debentures. Accordingly, the private placement will not be a source of additional capital resources and liquidity to the Corporation until the warrants issued in the private placement are exercised and the proceeds received as additional equity capital.

The oil and gas industry is capital intensive and the Corporation is likely to require significant additional capital resources in order to succeed in the oil and gas sector. At present, the Corporation has not identified any source of these additional capital resources and it is unlikely that such resources would be available to it unless particular oil and gas assets are identified to be acquired.

The Corporation’s ability to raise additional capital will depend upon a number of factors, such as general economic conditions and conditions in the oil and gas industry, that are beyond its control. If additional capital is required and is not available to the Corporation on acceptable terms, the Corporation’s financial condition and prospects may be impaired.

Results of Operations

For the year ended December 31, 2002, the Corporation had total revenue of $139,000 compared to $729,000 for the year ended December 31, 2001. Interest income for the 12 months ended December 31, 2002 decreased significantly compared to the same period in 2001 as a result of lower average cash balances on hand and lower interest rates in 2002.

Expenses for the year ended December 31, 2002 of $9,126,000 were less than the expenses of $26,803,000 for the comparable period in 2001. Because the Corporation had terminated research and development in late 2001 and made a provision in that year for future wind-down costs associated with drug development, research and development expenses in 2002 were nil (2001: $9,255,000). Operating expenses for 2002 were $1,596,000, a significant reduction from $7,106,000 for 2001. The reduction is due to the termination of employees, the termination of certain office space effective April 11, 2002 and the consolidation of all activity at the manufacturing facility.

Interest on long-term debt in 2002 was $71,000, a significant reduction from $787,000 in 2001 due to the repayment by the Corporation during 2002 of all of its long and short-term debt. Amortization and asset write-downs in 2002 were $7,216,000 compared to $9,655,000 in 2001. Included in the 2001 amortization amounts was property and other capital asset write-downs of $8,203,000 arising from the termination of the Corporation’s drug development program. The amortization in 2002 included additional write-downs of the Corporation’s equipment and manufacturing facility based on the Corporation’s determination that those assets could only be sold on the basis of general commercial conditions and not their cGMP compliant attributes.

Tax Pools

The Corporation has certain losses and expenditures that may be available to reduce future year’s taxable income. See Note 11 to the Corporation’s 2002 audited financial statements.

Class Action Law Suit

A class action complaint for alleged violation of United States federal securities laws was brought against the Corporation and its executive officers in the United States District Court, Southern District of New York, on January 17, 2002. Actions subsequently filed regarding the same matter have been consolidated into a single action in that Court. Under the terms of the Corporation’s insurance policies, the Corporation has funded $200,000 with respect to legal costs associated with these actions. An agreement in principle regarding settlement has been reached with counsel to the plaintiffs in the consolidated action and the cost of the proposed settlement will be covered by the Corporation’s insurance policies. The proposed settlement is subject to the approval of the Court and does not cover the claims of plaintiffs who decide to opt out of the settlement. No assurance can be given that the settlement will be approved by the Court or as to the size of claims of plaintiffs who may opt out of the settlement and bring actions independently against the Corporation.

Risks and Uncertainties

The Corporation has terminated development of its drug products and offered for sale substantially all of it drug related assets. While certain of these assets have been disposed of, there can be no assurance that a buyer will be found to purchase the manufacturing facility and land, the significant remaining asset of the Corporation.

Throughout the conduct of its clinical trials, the Corporation has maintained product liability insurance at levels consistent with current industry practise. No assurance can be given that this coverage will provide full protection against all risks.

If the proposed private placement is approved, the new management of the Corporation has announced its intention to enter the oil and gas sector. If this occurs, the Corporation and its business activities will be subject to the risks of the oil and gas industry, including the fluctuation of commodity prices, the risks of exploration and development, competition from significantly larger and better funded entities, the need for a significant amount of capital, environmental risks, government regulation and the uncertainty caused by the Kyoto Protocol on the energy industry.

EX-99

Financial Statements of

SYNSORB Biotech Inc.

December 31, 2002 and 2001

AUDITORS’ REPORT

To the Shareholders of
SYNSORB Biotech Inc.

We have audited the balance sheets of SYNSORB Biotech Inc. as at December 31, 2002 and 2001 the statements of earnings and deficit and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2002 and 2001 and the results of its operations and its cash flows for the year then ended in accordance with Canadian generally accepted accounting principles.

Calgary, Canada
February 5, 2003 (except for note 13(b)
which is as of March 7, 2003)
Chartered Accountants

SYNSORB Biotech Inc. (Incorporated under the Alberta Business Corporations Act)

(see Note 1)
Balance Sheets
As at December 31

(in thousands of dollars)	2002		2001
ASSETS
Current
Cash and cash equivalents	$      289		$   5,841
Accounts receivable	27		62
Prepaids	176		153
	492		6,056
Capital assets (Notes 1 and 4)	3,523		10,783
Investments (Note 3)	—		5,745
	$   4,015		$ 22,584
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current
Accounts payable and accrued liabilities (Note 1)	$        80		$   4,871
Current portion of long-term debt (Note 5)	—		5,910
	80		10,781
Alberta Heritage Foundation grant (Note 6)	387		387
Shareholders’ equity (Note 7)
Share capital	12,741		84,271
Deficit	(9,193	)	(72,855	)
	3,548		11,416
	$   4,015		$ 22,584

See accompanying notes

On behalf of the Board:

“Gerry Quinn”                             ”Bruce Kenway“

Director:                                                  Director:
Gerry C. Quinn                                         Bruce J. Kenway

SYNSORB Biotech Inc.

Statements of Earnings and Deficit
For the years ended December 31

(in thousands of dollars, except per share amounts)		2002			2001
Revenue
Interest income	$	32		$	515
Other		107			214
		139			729
Expenses
Research and development (Note 1)		—			9,255
Operating (Note 1)		1,596			7,106
Interest on long-term debt		71			787
Maintenance of patents		243			—
Amortization and asset write-downs (Note 1)		7,216			9,655
		9,126			26,803
Loss before the following		(8,987	)		(26,074	)
Gain on dilution of investment in Oncolytics (Note 3)		—			357
Gain on sale and distribution of Oncolytics shares (Note 3)		13,224			3,004
Share of loss from equity investment in Oncolytics		(471	)		(1,831	)
Earnings (loss) before tax		3,766			(24,544	)
Recovery of future income taxes (Note 11)		—			1,556
Net earnings (loss) for the year		3,766			(22,988	)
Deficit, beginning of year		(72,855	)		(49,867	)
Reduction of stated capital (Note 7)		59,896			—
Deficit, end of year	$	(9,193	)	$	(72,855	)
Basic and diluted net earnings (loss) per common share (Note 7)	$	0.76		$	(4.64	)

See accompanying notes

SYNSORB Biotech Inc.

Statements of Cash Flows
For the years ended December 31

(in thousands of dollars)	2002		2001
Operating activities
Net earnings (loss) for the year	$   3,766		$(22,988	)
Add non-cash items
Amortization and asset write-downs	7,216		9,655
Gain on sale and distribution of Oncolytics shares (Note 3)	(13,224	)	(3,004	)
Gain on dilution of investment in Oncolytics (Note 3)	—		(357	)
Share of loss from equity investment in Oncolytics	471		1,831
Recovery of future income taxes	—		(1,556	)
Issuance of stock options for services	12		—
	(1,759	)	(16,419	)
Decrease in accounts receivable	35		135
Increase in prepaid expenses	(23	)	(34	)
(Decrease) increase in accounts payable and accrued liabilities	(4,791	)	3,541
	(6,538	)	(12,777	)
Investing activities
Purchase of capital assets	—		(944	)
Proceeds from sale of capital assets	44		—
Proceeds from sale of Oncolytics shares (Note 3)	6,898		3,481
	6,942		2,537
Financing activities
Common shares issued on exercise of options and warrants	—		126
Costs of distribution of shares in Oncolytics	(46	)	—
Repayment of long-term debt	(5,910	)	(2,866	)
	(5,956	)	(2,740	)
Decrease in cash and cash equivalents	(5,552	)	(12,980	)
Cash and cash equivalents, beginning of year	5,841		18,821
Cash and cash equivalents, end of year	$      289		$   5,841
Cash interest paid	71		787
Cash interest received	56		580
Cash taxes paid	10		86

See accompanying notes

SYNSORB Biotech Inc.

Notes to Financial Statements
December 31, 2002 and 2001

1. NATURE OF OPERATIONS

During 2001 SYNSORB Biotech Inc. (“SYNSORB” or “the Company”) conducted pharmaceutical drug development with respect to SYNSORB Cd® for the prevention of recurrent C.difficile associated diarrhea. On December 10, 2001 the Company terminated development of SYNSORB Cd® including its phase III clinical trials. Subsequent to December 10, 2001 the Company had no drug in active development. On March 7th, SYNSORB entered into an agreement with an unrelated company to transform SYNSORB into an oil and gas enterprise (see Note 13).

Measurement Uncertainty

As a result of the decision to halt development of SYNSORB Cd®, the Company made provision for future wind-down costs and wrote down the carrying value of its capital assets in its financial statements for the year ended December 31, 2001. These cost provisions and write-downs incorporated estimates of potential costs, market realizations and timing which are uncertain and dependent on factors over which management may have no control. These cost provisions and write-downs have been reviewed as at December 31, 2002. However, future adjustments could be required and such adjustments could have a material impact on income.

Provision for SYNSORB Cd® Trial Wind-Down Costs

A provision for the future wind-down costs of the clinical trials, reduction in staff and elimination of other costs associated with the development of SYNSORB Cd® totaling $3,830,000 was included in research and development and operating expenses for the year ended December 31, 2001. An additional provision amount of $50,000 was included in the results for the period ended June 30, 2002. As at December 31, 2002 the entire provision amount had been utilized. No further wind-down costs are anticipated.

Impairment of Capital Assets

The decision to halt development of SYNSORB Cd® has led to the write-down of certain capital assets.

SYNSORB built a cGMP-compliant manufacturing facility in 1998 as part of its drug development activity. As a result of the decision to halt development of SYNSORB Cd®, the Company determined that continued ownership of its manufacturing facility was unnecessary and the facility was advertised for sale as a cGMP-compliant manufacturing facility. Sale of the facility as a cGMP-compliant manufacturing facility would have achieved the highest net realizable value for the facility. The Company wrote down the value of the manufacturing facility and associated equipment at December 31, 2001 to their estimated net realizable values based on potential sale as a cGMP-compliant manufacturing facility.

Efforts to market the facility as a cGMP-compliant manufacturing facility to pharmaceutical companies were unsuccessful. The Company now expects to realize commercial value for the land and building. Accordingly, the Company wrote down the carrying value of the building and land to $2,500,000 (December 31, 2001: $8,600,000).

Most of the manufacturing equipment was auctioned subsequent to December 31, 2002 for proceeds approximating their carrying value. The carrying value of the manufacturing equipment as at December 31, 2002 was written down to $1,000,000 (December 31, 2001: $2,000,000).

For the year ended December 31, 2001, SYNSORB wrote off its patents associated with SYNSORB-related technology and its leasehold improvements. The Company also wrote down its computer equipment and its office furniture and equipment. In 2002, costs associated with maintenance of patents are expensed as incurred.

The asset write-downs are included in amortization expense.

December 31, 2002
(in thousands of dollars)	Carrying value before write-down	Asset write-down	Carrying value after write-down
Building and land	$  8,600	$6,100	$2,500
Manufacturing equipment	1,997	997	1,000
Computer & office furniture & equipment	23	—	23
		$7,097

December 31, 2001
(in thousands of dollars)	Carrying value before write-down	Asset write-down	Carrying value after write-down
Patents	$  2,060	$2,060	—
Building and land	13,367	4,767	$8,600
Manufacturing equipment	3,109	1,109	2,000
Leasehold, computer & office furniture &
equipment	450	267	183
		$8,203

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements of SYNSORB Biotech Inc. (“the Company”) have been prepared in accordance with Canadian generally accepted accounting principles. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements necessarily involves the use of estimates and approximations that have been made using careful judgment. The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the accounting policies summarized below.

Revenue Recognition

Revenue from product sales is recognized when the product is delivered. Revenue from the granting of licenses to develop, import, package, market, distribute and sell the SYNSORB products is recognized in full in the period in which the agreement is completed. Revenue from milestone payments and royalties is recognized when received.

Investments

The Company used the equity method of accounting for its investment in Oncolytics Biotech Inc. (“Oncolytics”) up until the distribution of the majority of its holding in Oncolytics on May 15, 2002. Under this method of accounting, the Company included in its net earnings its share of the net earnings or losses of Oncolytics. Subsequent to this date, the investment has been accounted for on a cost basis and accordingly, no net earnings or losses of Oncolytics have been included in net earnings subsequent to May 15, 2002.

Capital Assets

Capital assets are recorded at cost. Amortization is provided to amortize the cost of assets over their estimated useful lives. An impairment in the carrying value of these capital assets is recorded in the statement of earnings and deficit in the year that the impairment becomes evident. Amortization is recorded using the declining balance and straight-line methods at the following annual rates:

Building	5% declining balance
Manufacturing equipment	20% straight-line
Computer equipment	30% declining balance
Office furniture and equipment	20% declining balance

Research and Development

Research costs are expensed as incurred. Development costs that meet specific criteria related to technical, market and financial feasibility are capitalized.

Stock Based Compensation

On January 1, 2002 the Company adopted the new CICA standard for stock-based compensation. As permitted by CICA the Company has applied this change prospectively for new awards granted on or after January 1, 2002.

For stock options granted to employees and directors on or after January 1, 2002 under stock option plans with no cash settlement features, the Company has chosen to recognize no compensation. However, direct awards of stock to employees and stock and stock option awards granted to non-employees are accounted for in accordance with the fair value method of accounting for stock-based compensation. The fair value of direct awards of stock are determined by the quoted market price of the Company’s stock and the fair value of stock options are determined using the Black-Scholes option pricing model. In periods prior to January 1, 2002, the Company recognized no compensation when stock or stock options were issued to employees.

During the year ended December 31, 2002, the Company granted stock options to a non-employee and recorded $12,000 in compensation included in operating expenses based on the fair value of the options granted.

Future Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, future tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using substantially enacted tax rates and laws that will be in effect when the differences are expected to reverse. Income tax expense for the period is the tax payable for the period and any change during the period in future income tax assets and liabilities. A valuation allowance is recorded to the extent that there is uncertainty regarding utilization of future tax assets.

Earnings Per Share

The Treasury method is used to calculate diluted earnings per share. This method assumes that any proceeds from the exercise of stock options and warrants would be used to purchase common shares at the average market price during the period.

3. BUSINESS ACQUISITIONS AND DISPOSITIONS

The Company acquired all of the issued and outstanding common shares of Oncolytics Biotech Inc. (“Oncolytics”) on April 12, 1999. Oncolytics subsequently issued common shares which reduced the Company’s ownership interest to 38.6% at December 31, 2000. During 2001, Oncolytics issued further common shares which resulted in a gain on dilution of $357,000. As at December 31, 2001, the Company held 6,255,800 common shares of Oncolytics.

On May 7, 2002 approval was received from both the shareholders of the Company and the shareholders of Oncolytics for the distribution of not less then 4,000,000 Oncolytics shares to the shareholders of the Company on a pro rata basis. On May 8, 2002 the Company received approval from the Court of the Queen’s Bench of Alberta to distribute these Oncolytics shares and the distribution of 4,000,235 Oncolytics shares was made effective May 15, 2002. The deemed value of these shares on the date of distribution, net of legal fees with respect to the transaction, was $11,600,000 resulting in a gain on distribution of $8,325,000. The transaction was marked to market and accounted for as a return of capital (see Note 7). As part of this transaction the Company’s holding of 1,500,000 million shares in BCY Life Sciences Inc. was transferred to Oncolytics. No value had been assigned to these shares in the accounts of the Company and no gain or loss was recorded as a result of the transaction. The market value of the BCY shares on May 15, 2002 was $300,000.

During the year ended December 31, 2002, the Company sold 2,255,565 (December 31, 2001: 494,200) common shares in Oncolytics for net proceeds of $6,898,000 (December 31, 2001: $3,481,000) resulting in a gain on sale of $4,899,000 (December 31, 2001: $3,004,000). As at December 31, 2002 the Company did not hold any common shares of Oncolytics.

4. CAPITAL ASSETS

(in thousands of dollars)	2002
	Cost	Accumulated Amortization and Write-Downs	Carrying Value
Land	$     600	—	$     600
Building	13,423	$11,523	1,900
Patents	3,708	3,708	—
Manufacturing equipment	4,303	3,303	1,000
Computer equipment	422	402	20
Office furniture and equipmen	104	101	3
Leasehold improvements	350	350	—
	$22,910	$19,387	$ 3,523

(in Thousands of dollars)	2001
	Cost	Accumulated Amortization and Write-Downs	Carrying Value
Land	$     600	—	$     600
Building	13,423	$  5,423	8,000
Patents	3,708	3,708	—
Manufacturing equipment	4,309	2,309	2,000
Computer equipment	521	404	117
Office furniture and equipment	248	182	66
Leasehold improvements	350	350	—
	$23,159	$12,376	$10,783

5. LONG-TERM DEBT

(in thousands of dollars)	2002	2001
Loan payable with interest at 13.73% per annum with certain intellectual	—	$    910
property pledged as collateral
Loan payable, with monthly interest payments at the lender’s floating basic rate
plus 3% per annum (December 31, 2001: 8.86%). Land and building have been pledged as collateral	—	5,000
	—	5,910
Current portion	—	(5,910	)
	—	—

6. ALBERTA HERITAGE FOUNDATION GRANT

Pursuant to the terms of a technology commercialization agreement the Company received a grant from the Alberta Heritage Foundation. The Company is required to repay the amount advanced of $387,000 plus a royalty equivalent to the amount initially received. Any required repayment and royalty is based on gross sales of SYNSORB related products commencing January 1, 2000 with payments equal to the lesser of 5% of gross sales or $100,000 per annum commencing 90 days after January 1, 2001.

7. SHARE CAPITAL

(a)   Authorized:

Unlimited number of voting common shares without par value.
Unlimited number of preferred shares to be issued in series.

(b)   Common Shares Issued:

	2002			2001
	Number of Shares	Amount (in 000’s)		Number of Shares	Amount (in 000’s)
Balance, beginning of year	4,959,937	$ 84,271		4,944,187	$84,145
Reduction of stated capital	—	(59,896	)	—	—
Return of capital on distribution of
Oncolytics shares
(Note 3)	—	(11,646	)	—	—
Issuance of stock options for services	—	12		—	—
Issued for cash on exercise of options and warrants	—	—		15,750	126
Balance, end of year	4,959,937	$ 12,741		4,959,937	$84,271

Options exercised in 2001 relate to shares issued to a licensor pursuant to a licensing agreement and do not form part of the Company’s stock option plan.

(c)   Share consolidation

On May 7, 2002, the shareholders of the Company approved the consolidation of the common shares on the basis of one new common share being issued for every eight previously issued and outstanding common shares. All outstanding share and option numbers reflect the one for eight consolidation. The consolidated shares began trading on May 16, 2002. Simultaneously with the share consolidation was the distribution of the 4,000,235 shares in Oncolytics to the shareholders of the Company. This distribution was accounted for as a capital transaction and accordingly, the stated capital of the common shares was reduced by $11,646,000.

(d)   Reduction of stated capital

Pursuant to the Plan of Arrangement ratified by shareholders of the Company at the May 7, 2002 Annual and Special Meeting, the stated capital of SYNSORB shares was reduced to the net realizable value of the Company’s assets as at May 7, 2002.

(e)   Options and warrants

The Company has a stock option plan that provides for the issuance of options to its directors, officers, employees and non-employees to acquire up to 456,513 common shares. The dates on which options vest are set by the board of directors at the time of grant. The date on which options expire are also set by the board of directors at the time of grant and cannot exceed ten years. The Company has issued stock options to acquire common shares through its stock option plan of which the following are outstanding at December 31:

	2002			2001
	Shares		Weighted average exercise price $	Shares		Weighted average exercise price $
Outstanding at beginning of the year	244,440		40.88	275,877		49.60
Granted	275,000		0.70	65,625		12.88
Exercised	—		—	—		—
Expired	(6,250	)	68.00	—		—
Forfeited	(182,625	)	35.76	(97,062	)	46.64
Outstanding at year end	330,565		9.80	244,440		40.88
Options exercisable at end of year	329,065		9.80	212,550		45.04

The following table summarizes information about the stock options outstanding at December 31, 2002:

	Number outstanding December 31, 2002	Weighted average remaining contractual life (years)	Weighted average exercise price	Number exercisable December 31, 2002	Weighted average exercise price
Range of exercise prices
$0.50 to $1.00	275,000	2.88	$  0.70	275,000	$  0.70
$1.01 to $15.00	2,500	7.07	$10.78	1,000	$12.79
$15.01 to $30.00	11,313	2.58	$22.00	11,313	$22.00
$30.01 to $50.00	18,314	3.55	$42.46	18,314	$42.46
$50.01 to $70.00	938	3.89	$64.80	938	$64.80
$70.01 to $90.00	22,500	2.00	$85.87	22,500	$85.87
	330,565	2.88	$  9.80	329,065	$  9.80

In addition to the stock option plan, the Company has granted options and warrants to underwriters and financial institutions pursuant to public offerings and a licensing agreement, of which 10,625 warrants were outstanding at December 31, 2002 (68,750 options and 15,625 warrants at December 31, 2001), with a weighted average price of $36.00 per share ($33.60 at December 31, 2001).

(f)   Per share amounts

Earnings (loss) per common share calculations are based on earnings (loss) for the year as the numerator in the calculation and the weighted average number of common shares outstanding during the year (2002: 4,959,937; 2001: 4,955,199) as the denominator. For the year ended December 31, 2002, options to purchase 341,816 common shares at an average price of $10.72 and warrants for the purchase of 10,625 common shares at a price of $36.00 were not included in the computation of diluted earnings per share because the exercise price of the options and warrants was greater than the average market price of the common shares. For the year ended December 31, 2001, option and warrant conversions were not included in the computation of diluted earnings per share because the effect on the net loss for the year of the issue of additional shares on the conversions would be anti-dilutive. Per share amounts for 2001 have been restated to reflect the share consolidation noted in (c) above that took place in May 2002.

8. STOCK BASED COMPENSATION

The Company has a stock option plan that provides for the issuance of options to its officers, directors and employees. The Company applies the intrinsic value based method of accounting for stock-based compensation awards granted to officers, directors and employees. Accordingly, no compensation cost has been recognized under the stock-based compensation plan. Consideration paid on the exercise of stock options and purchase of stock is credited to share capital. Had compensation costs for the Company’s stock based compensation plan been determined based on the fair value at the grant dates for awards under those plans, consistent with the fair value based method of accounting for stock based compensation, the Company’s net earnings and earnings per share would have been reduced to the pro forma amounts indicated below:

(in thousands of dollars, except per share amounts)	2002
Net earnings
As reported	$     3,766
Pro forma	$     3,646
Basic and diluted net earnings per common share
As reported	$       0.76
Pro forma	$       0.74

The pro forma amounts shown above do not include the compensation costs associated with stock options granted prior to January 1, 2002. The fair value of common share options granted is estimated to be $120,000 as at the date of grant using the Black-Scholes option pricing model and the following assumptions:

	2002
Risk-free interest rate (%)	2.89
Expected life (years)	1.00
Expected volatility (%)	1.97
Expected dividend yield (%)	—

9. RELATED PARTY TRANSACTIONS

During the year ended December 31, 2002, the Company paid $214,000 (December 31, 2001: Nil) to Scout Capital Corporation (“Scout”), a significant shareholder, as reimbursement of Scout’s costs with respect to the Company’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 Company. The Company also paid $50,000 to Scout pursuant to an agreement under which Scout is to provide the Company with administrative and executive services until the end of April 2003. The fees charged were based on estimated time to be spent on Company matters at standard rates.

10. FINANCIAL INSTRUMENTS

Financial instruments of the Company consist of cash and cash equivalents, accounts receivable, investments, accounts payable and accrued liabilities, Alberta Heritage Foundation grant, and long-term debt. As at December 31, 2002 and 2001, there were no significant differences between the carrying values of these amounts and their estimated market values except as otherwise disclosed in the financial statements.

Cash equivalents consist primarily of highly liquid money market securities and investment deposits which are readily convertible into cash. Cash equivalents are carried at cost plus accrued interest. The cash equivalents earned an effective interest rate of 2.50% (2001: 4.52%). Of the total cash and cash equivalents at December 31, 2001, $5,104,000 was held in highly liquid money market securities and investment deposits that matured within ninety days. At December 31, 2002, there were no cash equivalents held.

11. INCOME TAXES

The provision for income taxes recorded in the financial statements differs from the amount which would be obtained by applying the statutory income tax rate to the net earnings (loss) before tax as follows:

(in thousands of dollars)	2002		2001
Earnings (loss) before tax	$ 3,766		$(24,544	)
Statutory Canadian corporate tax rate	39.24	%	42.12	%
Anticipated tax expense (recovery)	1,478		(10,338	)
Gain on dilution of investment in Oncolytics	—		(75	)
Taxable income from investment in Oncolytics	—		421
Non-taxable portion of capital gain	(2,536	)	(633	)
Non-deductible portion of equity loss	92		—
Non-deductible expenses	3		26
Future tax assets valuation allowance	963		9,043
Future income tax expense (recovery)	—		$ (1,556	)

Future income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of the Company’s future income tax assets and liabilities are as follows:

(in thousands of dollars)	2002		2001
Future tax liabilities:
Book value of investment in excess of tax adjusted cost base	—		$(1,034	)
Future tax assets:
Non-capital loss carryforwards	$ 13,105		15,670
UCC and scientific research and development pools in excess of
book value of capital assets	13,197		10,772
Share issue costs	400		691
Net future tax assets	26,702		26,099
Valuation allowance	(26,702	)	(26,099	)
Net future taxes	—		—

The Company has non-capital losses for income tax purposes of approximately $37,314,000 which are available for application against future taxable income and which expire in the years:

2005	$  6,570,000
2006	11,410,000
2007	5,103,000
2008	14,231,000

The income tax benefits of these losses have not been recognized in the financial statements. The Company has unclaimed expenditures of approximately $41,098,000 available to reduce future year’s taxable income. The Company also has approximately $4,939,000 of unclaimed investment tax credits available to reduce future year’s income tax.

12. CLASS ACTION LAWSUIT

A class action statement of claim for violations of Federal securities laws was brought against the Company and its executive officers in the United States District Court, Southern District of New York, on January 17, 2002. A second action, citing identical particulars, was filed with the same court on February 22, 2002, and three other complaints were later filed. These actions were subsequently consolidated into one claim. Under terms of its insurance policies, the Company has the obligation to fund $200,000 with respect to legal costs associated with contesting this action. This amount was paid on March 8, 2002. An agreement in principle regarding settlement has been reached with counsel to the plaintiffs in the consolidated action and the cost of the proposed settlement will be covered by the Company’s insurance policies.

13. SUBSEQUENT EVENTS

a) During January 2003, the Company sold most of its manufacturing equipment for proceeds approximating its carrying value.

b) The Company entered into a financing agreement effective March 7, 2003 with an unrelated party under which the Company proposes to raise $3,000,000. Under this agreement, the Company would issue the following: 354,280 Series A Debentures for $2,975,952; 354,280 Series A Warrants for $9,771; 1,771,400 voting preferred shares for $5,099; 3,188,520 non-voting preferred shares for $9,178.

In addition, the unrelated party has the right to acquire a further 40,785 units for $345,364. As a result the Company would issue the following: 40,785 Series A Debentures for $342,595; 40,785 Series A Warrants for $1,125; 203,925 voting preferred shares for $587; 367,066 non-voting preferred shares for $1,057.

If the financing agreement is not completed the Company may be required to pay a non-completion fee of $150,000. The intent of the unrelated party is to transform the Company into an oil and gas enterprise. Completion of the transaction is subject to shareholder and regulatory approvals.

Concurrent with the above financing, the Company has entered into an agreement with two other unrelated parties to issue the following: 75,000 common shares for $45,364; 35,428 Series A Debentures for $297,595; 35,428 Series A Warrants for $977; 177,140 voting preferred shares for $510; 318,852 non-voting preferred shares for $918.

Each Series A Warrant will entitle the holder thereof to purchase five common shares and nine Class A shares on the concurrent surrender of the warrant, voting preferred shares, and non-voting preferred shares, and the payment of $0.60 for each common share and each Class A common share.

EX-99

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,

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 – 9^th 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	2
Voting Securities and Principal Holders Thereof	3
Indebtedness of Directors and Officers	3
Stock Exchange Listings	3
Other Matters to be Acted Upon	3
CHAPTER 2 - PROPOSED CHANGE OF BUSINESS	4
Background to the Change of Business	4
Purpose of the Financing and Management Change	4
Recommendation of the Board of Directors	5
Details of the Conversion	5
The Financing	6
The Debentures	6
The Warrants	7
The Series V Shares	7
The Series W Shares	7
The Amendment to the Articles and the Class A Shares	8
The Network and Smith Subscriptions	8
Future Private Placements	8
Management Change	9
The Name Change	10
Common Shares Reserved for Issuance Upon Exercise of Stock Options	11
Exclusive Dealing	11
Optionholders	12
Expense and Non-Completion Fees	12
Conditions to the Financing	12
Closing Date of the Financing	12
Notice to United States Shareholders	12
CHAPTER 3 - SYNSORB BIOTECH INC	14
SYNSORB and Its Share Capital	14
Stock Exchange Listings	14
CHAPTER 4 - ELECTION OF DIRECTORS	15
Committees of the Board	15
CHAPTER 5 - APPOINTMENT OF AUDITOR	17
CHAPTER 6 - EXECUTIVE COMPENSATION	18
Composition of Compensation Committee	18
Report on Executive Compensation	18
Compensation of Executive Officers	19
Stock Options	19
Performance Graph	20
Employment Agreements	21
Compensation of Directors	21
CHAPTER 7 - CORPORATE GOVERNANCE PRACTICES	23

(i)

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 “CommonShares”) of the Corporation to be held at the Telus Convention Centre, 120 – 9^th 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.

-1-

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.

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.

-2-

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:

1. 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”.

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.

-3-

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 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.

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

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        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, FinanceCo will subscribe for 354,280 units (“Units”), each Unit having a subscription price of $8.46787851, and consisting of

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”),

2.  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

3.  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”),

4.  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 $8.46787851for 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 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).

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         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 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.

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         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.

        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.

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        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.

        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:

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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.

5. 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.

6. 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).

7. 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. 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.

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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 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.

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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 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.

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        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	346,678
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.

Name and Municipality of Residence	Date since served as a Director	Office or Position in the Corporation, if any, and Principal Occupation within Last Five Years	Number of Common Shares Owned Beneficially or Subject 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.

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        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.

Composition of Compensation Committee

        On March 19, 2002, the Board determined to act as a Committee of the whole in carrying out the responsibilities of the Compensation Committee. The members of the Compensation Committee, as directors of the Corporation, are eligible to receive options to purchase Common Shares pursuant to the Corporation’s stock option plan, and are eligible to receive directors’ fees. See the section entitled “Executive Compensation — Compensation of Directors”.

Report on Executive Compensation

        It is the task of the Compensation Committee to periodically review the compensation structure of the Corporation with respect to its executive officers to ensure that the Corporation continues to attract and retain quality and experienced individuals to its management team and to motivate these individuals to perform to the best of their ability and in the best interests of the Corporation. The Committee makes recommendations with respect to the compensation of the executive officers to the Board of Directors, which gives final approval with respect to any executive compensation matters and issues.

        The Corporation’s policy with respect to the compensation of executive officers is to establish annual goals with respect to corporate development and the individual area of responsibility of the particular executive officer and then review total compensation with respect to the achievement of these goals. The key components of executive officer compensation are salaries, bonuses and stock options.

        It is the policy of the Corporation that the base salaries and bonuses paid to its executive officers, in addition to the criteria set out above, reflect the success of the Corporation in achieving the prior year’s goals as well as the individual responsibility and experience of the executive officer and the contribution that is expected from the executive officer. Base salaries and bonuses are reviewed by the Committee on an annual basis to ensure that these criteria are satisfied.

        Stock options under the Stock Option Plan are granted by the Board of Directors to executive officers from time to time as a performance incentive.

        The base salary payable, bonuses issued and the stock options granted to the individual who is the chief executive officer of the Corporation, are based upon the same criteria as set out above.

        The foregoing is submitted by the Board of Directors, acting as a Committee of the whole in carrying out the responsibilities of the Compensation Committee.

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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
		Annual Compensation			Long-Term Compensation Awards
Name and Principal Position	Year	Salary ($)	Bonus ($)	Other Annual Compensation ($) (1)	Common Shares Under Options Granted (#)	All Other Compensation ($)(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 and	2001	187,500	30,000	28,125	10,000	nil
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.

(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.

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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
Name	Common Shares under Options Granted #	% of Total Options Granted to Employees in Financial Year		Exercise or Base Price ($/Common Share)	Market Value of Common Shares Underlying Options on the Date of Grant ($/Common Share)	Expiration Date
David J. Cox	—	—		—	—	—
Bill Hogg	—	—		—	—	—
	25,000	9.1	%	$0.69	$0.69	Nov. 8, 2005
Jim Silye
	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
Name	Common Shares Acquired on Exercise (#)	Aggregate Value Realized ($)	Unexercised Options at Financial Year- End Exercisable/unexercisable (#)	Value of Unexercised in the Money Options at Financial Year End Exercisable/unexercisable ($)
David J. Cox	—	—	—	—
Bill Hogg	—	—	—	—
Jim Silye	—	—	75,000/-	nil/-
R. Murray Ratcliffe	—	—	—	—

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Performance Graph

        The following performance graph compares the yearly percentage change in the cumulative shareholder return on the Common Shares with the cumulative total return of the S&P/TSX Composite Index and the TSX Biotechnology/Pharmaceuticals Total Return Index (assuming the reinvestment of dividends) during the period commencing on December 31, 1997 and ending on December 31, 2002.

	Dec. 31, 1997	Dec. 31, 1998	Dec. 31, 1999	Dec. 29, 2000	Dec. 31, 2001	Dec. 31, 2002
SYNSORB	$100	$  51	$  32	$  23	$    8	$    9
S&P/TSX Composite Index	$100	$  97	$126	$133	$115	$  99
TSX Biotechnology/Pharmaceuticals Index	$100	$135	$171	$179	$205	$117

Due to the proposed change in the nature of the Corporation’s business, SYNSORB will not compare its share performance to the TSX Biotechnology/Pharmaceuticals Total Return Index in future years.

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.

Director	Fees Paid ($)	Options 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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CHAPTER 7 – CORPORATE GOVERNANCE PRACTICES

        The information set out below in this Chapter 7 provides the details of SYNSORB’s Corporate Governance Practices in existence prior to implementation of the Conversion. If Shareholder approval is obtained for the Financing and the Corporation is converted to an oil and gas enterprise, some of the information set out below regarding the approach and practice of the Corporation with respect to Corporate Governance Practices may change.

        SYNSORB’s Board is responsible for overseeing the management of the business and affairs of SYNSORB. The Board is responsible for establishing SYNSORB’s policy direction and fundamental objectives. The Board has adopted a management control process and policy which delegates to the Chief Executive Officer the responsibility and authority to direct SYNSORB’s day-to-day operations, subject to compliance with Board-approved budgets and strategic plans. Under the policy, certain matters, including the acquisition or development of new lines of business, divestments and long-term financing, among other things, must be approved in advance by the Board.

        The Board discharges its responsibilities through preparation for and attendance at regularly scheduled meetings, and through its committees. The Board reviews and provides advice with respect to key strategic initiatives and projects, and reviews and assesses processes relating to long range planning and budgeting.

        Prior to March 19, 2002 SYNSORB had a separate Audit Committee, Compensation Committee, Corporate Governance Committee and a Environmental Committee. Subsequent to March 19, 2002, while the Board decided to leave in place its committee structure and guidelines (described below) which set out the responsibilities of its various committees, with the exception of the Audit Committee, the Board commenced acting as a Committee of the Whole in carrying out the responsibilities of the Compensation, Corporate Governance and the Environmental Committees, due to the reduction in the size of the Board and the changes to the nature of SYNSORB’s business activity. The Board will consider re-establishing separate Compensation, Corporate Governance and Environmental Committees as business circumstances dictate.

        The Corporate Governance Committee assists the Board in matters pertaining to corporate values, beliefs and standards of ethical conduct, as well as other corporate governance issues and the Audit Committee assists the Board in matters pertaining to management information and internal control systems. It also monitors financial reports, the conduct and results of the annual independent audit, finance and accounting policies and other financial matters. In addition, the Audit Committee reviews and approves SYNSORB’s interim consolidated financial statements, and reviews and recommends the year end audited consolidated financial statements for approval by the Board. The Environment Committee reviews the effectiveness with which the Corporation meets its obligations pertaining to the environment, health and safety, including the effectiveness with which management establishes and monitors compliance related policies. This Committee also monitors management’s performance and emerging trends and issues in these areas. The Board also has a Compensation Committee which is responsible for attracting, retaining and fairly compensating employees of the Corporation. This Committee is also responsible for succession planning. Subject to limited exceptions, these committees generally do not have decision-making authority. Rather, they convey their findings and make recommendations on matters falling within their respective mandates to the full Board.

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        The Board supports the principle that its membership should represent a diversity of backgrounds, experience and skills. The Board, through the Corporate Governance Committee, reviews on an annual basis the appropriate characteristics of Board members in the context of the current composition of the Board and the objectives and needs of the Corporation.

        The following represents a tabular review of the corporate governance guidelines (the “Guidelines”) of the TSX, and SYNSORB’s alignment with each of them.

Corporate Governance Guidelines	SYNSORB Alignment	Commentary
1.  The Board of Directors should      explicitly assume      responsibility for the      stewardship of the      Corporation, and specifically      for: a.  adoption of a strategic      planning process b.  identification of principal      risks, and implementing risk      management systems c.  succession planning,      including appointing, training      and monitoring senior      management d. communications policy e.  integrity of internal control     and management information     systems	Yes Yes Yes Yes Yes	The Board reviews and approves the strategic plan annually and assists by providing advice on key strategic initiatives and projects. The Board’s participation in and review of the annual budget and strategic plan involves identification of the principal business risks and the appropriate implementation of systems, procedures and activities to address these risks. In addition, the Board annually reviews specific areas of risk. For example, the environmental, health and safety risks and financial management issues and programs, including financing, cash management and insurance coverages with respect to insurable risks. The Board is responsible for monitoring and reviewing the performance of the C.E.O. The Board is directly responsible for the appointment and succession planning of the C.E.O. The Board conducts an annual review of the performance of the C.E.O. The Board of Directors is specifically mandated to ensure systems are in place for communications with SYNSORB’s shareholders and other stakeholders. SYNSORB seeks to provide timely and meaningful information to its shareholders and other stakeholders through a variety of channels, including its annual reports, quarterly reports, news releases, briefing sessions and group meetings. The Corporation encourages and provides for stakeholder feedback through corporate communications and investor relations programs. The Board of Directors is specifically mandated to ensure processes are in place to monitor and maintain the integrity of SYNSORB’s internal control and management information systems. In absence of a dedicated committee, the full Board has the responsibility to review, assess the effectiveness of financial reporting, the appropriateness of systems in place and of the information available to management.
2.   Majority of directors should      be unrelated	No	SYNSORB currently has 6 directors. Two directors, David Tuer and Jim Silye, are not independent of management and free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act with a view to the best interests of the Corporation other than interests and relationships arising from shareholdings.

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Corporate Governance Guidelines	SYNSORB Alignment	Commentary
3.      Disclose which directors          are related	Yes	After the meeting, Jim Silye and David Tuer will be the only directors who are related.
4.      Appoint a committee          comprised exclusively of          outside directors (the          majority of whom are          unrelated) responsible          for proposing to          the full board new nominees          to the board and for          assessing directors on an          ongoing basis	No	The Chairman of the Board solicits input from all outside directors, consolidates the information, and provides the recommendations to the full Board. It is the responsibility of the full Board to approve the proposal of the slate of directors for the upcoming year to the shareholders. The ongoing assessment of directors is established through the Chairman in conjunction with the full Board.
5.      Implement a process for          assessing the effectiveness          of the Board of Directors, its          committees and individual          directors	Yes	The Corporate Governance Committee assesses and evaluates the performance and contribution of individual members of the Board of Directors and the effectiveness of the Board of Directors and its committees.
6.      Provide orientation and          education programs for new          directors	Yes	The Corporation provides orientation sessions and educational materials to new board members, and senior management makes presentations on key legal, environmental, business, financial and operational matters. Presentations and tours at SYNSORB’s sites are also provided to directors on a periodic as well as on a requested basis.
7.      Review the size of Board of          Directors and its          effectiveness in making          decisions	Yes	There are currently 6 members of the SYNSORB Board of Directors. The Board of Directors has determined that an appropriate size for SYNSORB’s Board of Directors is presently 6 directors.
8.      Review the adequacy and          form of the compensation of          directors and whether it          reflects the responsibilities          and risks of an effective          director	Yes	The Compensation Committee reviews and reports to the Board of Directors on director compensation issues. The Committee has developed guidelines for director compensation based on, among other factors, directors’ roles and responsibilities and an analysis of the competitive position of SYNSORB’s director compensation program and the ability to draw directors with the background and experience required to develop an effective board.
9.      Committees should          generally be composed of          outside directors, a majority          of whom are unrelated	No	The Board of Directors of the Corporation have accepted all responsibility for issues previously dealt with by all committees, except the Audit Committee.
10.    Appoint a committee          responsible for the approach          to corporate governance          issues	Yes	The Corporate Governance Committee is responsible for developing and implementing policies and activities with respect to corporate governance matters.
11a.  Define the limits to          management’s          responsibilities by          developing mandates for          the Board and the C.E.O.	Yes	The Board of Directors has developed and approved its mandate, which includes a description of its major goals and duties. The Board of Directors has also approved a management control process policy which serves as a statement of the specific limits of authority that have been delegated to management. The Board of Directors has reserved to itself all authority not specifically delegated.

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Corporate Governance Guidelines	SYNSORB Alignment	Commentary
11b.  The Board should approve           the C.E.O.’s Corporate           objectives	Yes	There is a definition of responsibilities and accountabilities for the office of the C.E.O., including corporate objectives established by the Board and assigned as the responsibility of the C.E.O. Performance of the C.E.O. is reviewed annually by the Board through the Compensation Committee in conjunction with the annual compensation reviews.
12a.  Adopt structures and          procedures to ensure the          Board can function          independently of           management 12b.  Appoint a chairman who is          independent of management          or assign responsibility to a          ”Lead Director”	Yes No	The Board of Directors establishes a portion of each regularly scheduled board meeting to discuss any issues without management or any related directors being present. In addition, any committees or the board will meet without management or related directors being present at the request of any director. In the context of the Financing currently contemplated , the Board of Directors considered that it was both appropriate and necessary to appoint David Tuer to be both the Chairman of the Board of Directors and the Chief Executive Officer of the Corporation

13.    The Audit Committee         should: a.     be comprised only of outside         directors	Yes	All members of the Audit Committee are outside directors.
b.     have roles and         responsibilities specifically         defined so as to provide         appropriate guidance to         Audit Committee members as         to their duties	Yes	The Audit Committee has established defined terms of reference that have been approved by the Board. The mandate of the Committee includes the following duties: - Review all published financial statements, approve interim financial statements and make recommendations to the Board for approval of year end audited statements. This review includes interim statements, year-end audited statements and any additional statements required in prospectuses or by regulatory authorities. - Review any report of management that accompanies published financial statements, at least to the extent that such report discusses the financial statements themselves. - Review the audit plans of the external auditors and the results and recommendations arising from their reports. - Review and assess management’s programs and policies regarding the adequacy and effectiveness of internal controls over the accounting and financial reporting systems of the Corporation. - Review the results of any changes in accounting practices or policies and the financial statement impact thereon. - Assess the quality and suitability of current accounting principles. - Review any significant accruals, provisions or estimates as well as other sensitive issues such as related party transactions. - Review any litigation, claim or other contingency, including tax assessments, that could have a material effect upon the financial position or operating results of the Corporation, with particular reference to the manner in which these matters have been disclosed in the financial statements.

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Corporate Governance Guidelines	SYNSORB Alignment	Commentary
c.   have direct communication       channels with the external       auditors d.   have oversight responsibility       for management reporting on       internal control e.   be responsible to ensure that       management has designed       and implemented an effective       system of internal control 14.  Implement a system to enable       individual directors to       engage outside advisors at       the Corporation’s expense	Yes Yes Yes Yes	The external auditors attend each scheduled meeting of the Audit Committee. At each meeting, the Committee sets aside a portion of the meeting to discuss matters with the auditors without management or any related directors present. In addition, the Committee has the authority to call a meeting without management or related directors present at its discretion. The mandate for the Audit Committee requires it to oversee management performance reporting on internal control as a responsibility of the committee. The mandate of the Audit Committee requires it to ensure that management has established and implemented an effective and appropriate system of internal control. The committee utilizes the external auditors to report on control matters as well as utilizing other resources as deemed necessary. Individual directors may engage outside advisors at SYNSORB’s expense with the approval of the Chairman of the Board. In addition, the Audit Committee, acting at its sole discretion may engage outside advisors.

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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.

BY ORDER OF THE BOARD OF DIRECTORS


——————————————————
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:

2. 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:

3. 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 Directors deems appropriate and as may be approved by the Registrar of Corporations (Alberta); and

A-1

8. 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;

A-2

EX-99

SYNSORB BIOTECH INC.

PROXY

Solicited by Management for the Annual General and Special Meeting of
Shareholders to be held on April 3, 2003

        The undersigned shareholder of SYNSORB Biotech Inc. (the “Corporation”) hereby appoints Mr. David Tuer, Chairman of the Board and Chief Executive Officer, or failing him, Mr. Bruce Kenway, Director, or instead of either of the foregoing, ________________________________ as proxyholder, with power of substitution to attend, to act and to vote all common shares of the Corporation set forth below (the “Common Shares”) for and on behalf of the undersigned at the Annual General and Special Meeting of Shareholders to be held on April 3, 2003 at 10:00 a.m. (Calgary time), and at any adjournment thereof (the “Meeting”) and at every poll which may take place in consequence thereof upon the matters which may come before the Meeting, and the undersigned hereby revokes any prior proxy appointing a proxyholder for the undersigned at the Meeting. The proxyholder is instructed to vote:

1. FOR  or WITHHOLD FROM VOTING ON  the election of those persons named as proposed directors in the Information Circular of the Corporation (the “Information Circular”) prepared in connection with the Meeting.

2. FOR  or WITHHOLD FROM VOTING ON  the appointment of the auditors named in the Information Circular.

3. FOR  or AGAINST  the Financing Resolution, the text of which is attached as Schedule “A” to the Information Circular.

4. FOR  or AGAINST  the Class A Share Resolution, the text of which is attached as Schedule “A” to the Information Circular.

5. FOR  or AGAINST  the Private Placement Resolution, the text of which is attached as Schedule “A” to the Information Circular.

6. FOR  or AGAINST  the Name Change Resolution, the text of which is attached as Schedule “A” to the Information Circular.

7. FOR  or AGAINST  the Option Resolution, the text of which is attached as Schedule “A” to the Information Circular.

8. On any amendments or variations to matters identified in the notice of the Meeting and on any other matters that may properly come before the Meeting, in such manner as the proxyholder may see fit.

        This solicitation is made on behalf of the Management of the Corporation. The Common Shares will be voted or withheld from voting on any motion, by ballot or otherwise, in accordance with any indicated instructions. In the absence of any instructions above, this proxy will be voted FOR the matters referred to in items 1 through 7 above. If any amendment or variation to the matters identified in the notice of meeting which accompanies this proxy is proposed at the Meeting, or if any other matters properly come before the Meeting, this proxy confers discretionary authority to vote on any such amendment or variation or such other matters according to the best judgement of the proxyholder.

        DATED this _______ day of _____________________, 2003*
        Signature of Shareholder** ___________________________
        Please print name ___________________________________
        Number of Common Shares Held _______________________

* If this proxy is not dated, it shall be deemed to bear the date on which it is mailed by management.

** This proxy must be dated and signed by the shareholder or his attorney in writing or, if the shareholder is a body corporate, it must be executed under its corporate seal or by an officer or attorney therefor duly authorized. Persons signing as attorneys, executors, administrators, trustees, etc. should so indicate and provide satisfactory evidence of such authority

NOTE: A shareholder has the right to appoint a proxyholder other than the persons designated in this proxy as his nominee to attend and act for him and on his behalf at the Meeting. To exercise such right, the shareholder should insert the name of his nominee in the blank space provided for that purpose above or complete another proxy. Shareholders who are unable to attend the Meeting are requested to complete this proxy and return it 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 order to be valid proxies must be received by Computershare (Calgary) on or before the second last business day preceding the date of the Meeting.