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Exhibit 2.3
NOTICE OF INTENTION TO MAKE A NORMAL COURSE ISSUER BID
1. NAME OF ISSUER: WESTLINKS RESOURCES LTD. (the "Issuer")
2. SEDAR PROFILE NUMBER: 11010
3. SECURITIES SOUGHT
Up to a maximum of 195,782 Common shares in the capital stock of the Issuer
may be acquired, being 5% of the 3,915,639 currently issued and outstanding
Common shares.
4. DURATION
The normal course issuer bid (the "Bid") will commence on December 17, 1999
and terminate on December 16, 2000 or such earlier date as the maximum
number of Common shares have been purchased.
5. METHOD OF ACQUISITION
All purchases under the Bid will be effected through the facilities of the
Canadian Venture Exchange (the "Exchange"). The purchase and payment for the
Common shares will be made by the Issuer in accordance with the by-laws and
rules of the Exchange and the price which the Issuer will pay for any Common
shares acquired by it under the Bid will be the market price of the Common
shares at the time of acquisition.
6. MEMBER AND BROKER
The Bid will be conducted by Bruce Lyle at Yorkton Securities Inc., 44th
Floor, 400 -- 3rd Avenue S.W., Calgary, Alberta T2P 4H2, telephone (403)
260-8400.
7. CONSIDERATION OFFERED
Funds for the purchases under the Bid will come from the Issuer's general
working capital. The Issuer's Board of Directors has placed a maximum of
$300,000 on the funds which may be utilized for the Bid. The price which the
Issuer will pay for any Common shares acquired by it under the Bid will be
the market price of the Common shares at the time of acquisition.
8. REASONS FOR THE NORMAL COURSE ISSUER BID
The Issuer believes that its Common shares are currently undervalued by the
market and that accordingly the Bid is in the best interests of the
Corporation and its shareholders.
9. VALUATION
Attached hereto are summaries of the following reserve reports respecting
material oil & gas assets of the Issuer during the past two years:
a) Report dated September 15, 1999 by Ryder Scott Company, Petroleum
Engineers, respecting the estimate of the reserves, future production
and income attributable to the Sylvan Lake, Alberta assets of the Issuer
as of September 1, 1999
b) Report dated August 26, 1999 by Ryder Scott Company, Petroleum
Engineers, respecting the estimate of the reserves, future production
and income attributable to the Bigoray, Alberta assets of Chevron Canada
Resources Ltd. as of July 1, 1999, which were purchased by the Issuer at
that effective date
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c) Report dated September 14, 1999 by Chapman Petroleum Engineering Ltd.,
respecting the estimate of the reserves, future production and income
attributable to the Bashaw, Alberta; Gooseberry, Alberta; Pembina,
Alberta; Sounding Lake, Alberta; Tatagwa, Saskatchewan, and Weyburn (Old
and New), Saskatchewan assets of the Issuer as of October 1, 1999
d) Report dated January 28, 1998 by Chapman Petroleum Engineering Ltd.,
respecting the estimate of the reserves, future production and income
attributable to the Bashaw, Alberta; Gooseberry, Alberta; Pembina,
Alberta; Sounding Lake, Alberta; Tatagwa, Saskatchewan, and Weyburn (Old
and New), Saskatchewan assets of the Issuer as of January 1, 1999
e) Report dated November 9, 1997 by Chapman Petroleum Engineering Ltd.,
respecting the estimate of the reserves, future production and income
attributable to the Bashaw, Alberta; Gooseberry, Alberta; Iron Springs,
Alberta; Keho, Alberta; Loyalist Creek, Alberta; Pembina, Alberta;
Sounding Lake, Alberta; Swalwell, Alberta; Tatagwa, Saskatchewan;
Weyburn (Old and New), Saskatchewan, and minor Saskatchewan properties
assets of the Issuer as of January 1, 1998
These reports may be reviewed at the primary office of the Issuer, Suite 370,
800 -- 6th Avenue S.W., Calgary, Alberta, during regular business hours during
the term of the Bid.
10. PREVIOUS PURCHASES
The Issuer has not purchased any of its Common shares within the past 12
months.
11. ACCEPTANCE BY INSIDERS, AFFILIATES AND ASSOCIATES
To the best knowledge of the Issuer, after due inquiry, no person who is
(a) a director, senior officer or other insider of the Issuer;
(b) an associate of an insider, or
(c) an associate or affiliate of the Issuer
intends to sell Common shares of the Issuer under the Bid.
12. BENEFITS FROM THE NORMAL COURSE ISSUER BID
The direct or indirect benefits to any of the persons or companies named in
Item 9 of selling or not selling securities of the Issuer during the course
of the Bid are the same as the benefits to any other securityholder who
sells or does not sell.
13. MATERIAL CHANGES IN THE AFFAIRS OF THE ISSUER COMPANY
The Issuer has no current plans or proposals for any material change in its
affairs, including any contract or agreement under negotiation, any
proposal to liquidate the Issuer, to sell, lease or exchange all or a
substantial part of its assets, to amalgamate with any other business
organization, or to make any material changes in its business, corporate
structure (debt or equity), management or personnel, or any other change
which might reasonably be expected to have a significant effect on the
price or value of the securities.
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CERTIFICATE AND UNDERTAKING
All the information in this Notice of Intention to make a Normal Course
Issuer Bid together with other documents forming part hereof constitutes full,
true and plain disclosure of the Issuer's Bid and there is no further material
information not herein disclosed.
The Issuer hereby undertakes to advise of the purchases of the above noted
securities, and undertakes to ensure that said securities are cancelled.
The undersigned hereby certifies that this Normal Course Issuer Bid is in
compliance with ASE Circular No. 10.
/s/ Peter R. Sekera December 14, 1999
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Peter R. Sekera, President and CEO Date
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