Conoco Canada Resources Limited — Annual Report 2000

Apr 4, 2001

GULF CANADA RESOURCES LIMITED

ANNUAL INFORMATION FORM For the year ended December 31, 2000

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April 3, 2001
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GULF CANADA RESOURCES LIMITED

ANNUAL INFORMATION FORM

INDEX

Page

Item	1	Incorporation and Structure......................................................................1
Item	2	General Development of the Business......................................................2
Item	3	Narrative Description of the Business......................................................3
Item	4	Selected Consolidated Financial Information.........................................18
Item	5	Management’s Discussion and Analysis ................................................19
Item	6	Market for Securities ..............................................................................19
Item	7	Directors and Officers ............................................................................19
Item	8	Additional Information ...........................................................................20

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ITEM 1

INCORPORATION AND STRUCTURE

Gulf Canada Resources Limited ("Gulf Canada" or the "Company") is a Company organized under the Canada Business Corporation Act ("CBCA"). In November 2000, Gulf Canada acquired all of the outstanding shares of Crestar Energy Inc. (“Crestar”). On December 31, 2000, Crestar amalgamated with its wholly owned subsidiary Maligne Resources Limited and then, on January 1, 2001, Gulf Canada amalgamated with this Crestar entity. References to “Gulf Canada” or the “Company” for the period on or after January 1, 2001 refer to the amalgamated entity which has retained the name Gulf Canada Resources Limited and continues to be governed by the CBCA. Gulf Canada is one of Canada's largest independent producers of oil and natural gas, with operations in western Canada, where the Company has over 80 years of experience in conventional oil and gas operations, and internationally with operations in Indonesia, through Gulf Indonesia Resources Limited ("Gulf Indonesia") and in the North Sea. The acquisition of Crestar also added non-operated production from Ecuador.

Gulf Canada’s principal corporate subsidiary is Gulf Indonesia and Gulf Canada owns 72% of the outstanding voting securities of Gulf Indonesia. Gulf Indonesia is a public company incorporated under the Business Corporations Act (New Brunswick) which trades on the New York Stock Exchange under the symbol GRL. Gulf Indonesia, through its wholly owned subsidiaries, is engaged in oil and gas exploration and production activities in Indonesia.

As a result of the acquisition of Crestar, Gulf Canada acquired control of a partnership known as Crestar Energy which was owned by Crestar and two of its wholly owned subsidiaries. On January 2, 2001, Gulf Canada transferred a substantial portion of its conventional western Canada oil and gas assets, into a partnership previously controlled by Gulf Canada and renamed the Gulf Western Canada Partnership. The name of the Crestar Energy partnership was also changed to Gulf Canada Energy Partnership. A substantial portion of Gulf Canada’s western Canada operations are therefore now carried on in these two partnerships that are beneficially owned and controlled, directly or indirectly, by Gulf Canada.

Gulf Canada’s remaining subsidiaries, some of which are inactive and none of which have total assets constituting more than 10% of the Company’s consolidated assets or sales and operating revenues which constitute more than 10% of the Company’s consolidated revenues after exclusion of such subsidiaries, represent less than 20% of Gulf Canada’s consolidated assets and total consolidated sales and operating revenues.

Gulf Canada's head office is located at 401-9th Avenue S. W., Calgary, Alberta, Canada T2P 2H7.

ITEM 2

GENERAL DEVELOPMENT OF THE BUSINESS

Gulf Canada was founded in 1906 and operated as an integrated oil company until 1986 when the Company sold its remaining refining and marketing assets. In 1988, the Company acquired Asamera, Inc., a predecessor to Gulf Indonesia. During 1997, the Company acquired Clyde Petroleum Plc, which had operations in the North Sea, Indonesia and Australia and other interests internationally. Later that year, the Company acquired Stampeder Exploration Limited which had significant western Canada

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assets, including significant conventional heavy oil assets. Also in 1997, Gulf Canada entered into a credit agreement for the Corridor gas project in Indonesia and this project was substantially completed in 1998, with Gulf Canada’s share of the loan facility fully drawn to US $261MM. The loan facility is nonrecourse to Gulf Canada, and is limited to the Corridor assets pledged as collateral. Approximately onehalf of the Corridor loan facility was repaid by year end 2000.

In 1998, the Company sold its interests in the U.K. North Sea and also established Gulf Canada Midstream Services (“GMS”), a division that focused on “midstream” business in western Canada. In December 1998, Keyspan Energy Development Co. (“Keyspan”), a wholly owned subsidiary of KeySpan Energy Corporation purchased 50% of GMS. In November 1998, Gulf Canada issued US$200 million of senior notes due in 2005. The net proceeds from the offering of approximately $298 million ($ Canadian) were used to repay bank indebtedness.

In 1999, Gulf Canada focused on strengthening its operations by completing the restructuring of its property portfolio and concentrating on fewer core areas. It sold its interests in Australia and small interests in countries throughout the world where the Company’s prospects were too small to meet the thresholds for creating a core area. The executive offices, which had been relocated in 1997 to Denver, Colorado, returned to Calgary, Alberta in June 1999. Also in 1999, the Company created the Petrovera Resources partnership with PanCanadian Resources to operate its western Canada conventional heavy oil properties, principally acquired as part of the Stampeder transaction.

During the second half of 2000, the Company sold its remaining interest in GMS to Keyspan and applied the net proceeds toward investment in the development of its western Canada business.

In the second half of 2000, the Company successfully completed the takeover of Crestar, acquiring all of its outstanding shares in November 2000 for approximately $2.1 billion, of which $1.3 billion was issued in Ordinary Shares of Gulf Canada, $162 million was paid in cash and $626 million was assumed in debt. This acquisition represented a strategic business combination for Gulf Canada as it more than doubled its western Canadian undeveloped land base, doubled its western Canadian conventional production and strengthened its balance sheet such that its financial ratios are more in line with those of other senior Canadian producers. The acquisition significantly increases Gulf Canada’s production in North America and its near-term cash generation to fund long-term opportunities. In total, Gulf Canada had a December consolidated average gas production of approximately 795 mmcf/d; a 52% increase on the previous December and year-end proven gas reserves of 3.6 tcf; a 58% increase. Total liquids production also rose substantially, to a December average of 142,000 Bbls/d: an increase of 56% over the 12 months. A combination of rising commodity prices and increased production resulted in a 112% increase in Gulf Canada’s annual cash generation to over $1 billion.

The Crestar acquisition was followed in early January 2001 by the amalgamation with Crestar and the restructuring of the Gulf Western Canada Partnership and Gulf Canada Energy Partnership described above. The Crestar acquisition as well as the successful attainment of investment grade credit ratings completes the Company’s focus on improvement of its balance sheet and signals the emphasis upon a strategy of disciplined, focused growth. At the end of 2000, approximately 74% of Gulf Canada’s consolidated production comes from western Canada, where the acquisition of Crestar brings production into more even balance between crude oil and natural gas.

In western Canada, Gulf Canada also obtains production from a 9% interest in the Syncrude Joint Venture. Longer-term growth opportunities in western Canada include a proposed steam-enhanced oil recovery project from the Surmont area in Alberta and potential development of gas reserves in northern Canada. Internationally, Gulf Canada continues to pursue growth through active development of its

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properties in Indonesia and the Netherlands North Sea, an active exploration program in Indonesia and North Africa and further development of its interest in Ecuador acquired through Crestar.

On December 15, 2000, Gulf Canada filed a notice of intention to make a normal course issuer bid to repurchase up to 5% of its outstanding Ordinary shares, subject to the rules of The Toronto Stock Exchange. This arrangement permits the company to repurchase such Shares for cancellation from time to time over a 12 month period commencing December 7, 2000 at management’s discretion. As of March 20, 2001, the Company had repurchased 8,116,900 Ordinary Shares at an average price of $7.85 per share.

ITEM 3

NARRATIVE DESCRIPTION OF THE BUSINESS

Gulf Canada is engaged in the exploration for and development and production of oil, natural gas and natural gas liquids. Directly and through subsidiaries, the Company has significant assets in western Canada, Indonesia, the North Sea and smaller interests in other international areas.

For detail of volumes sold by product and average sales prices, reference is made to Note 23 entitled “Segment Information” under the heading “Notes to Consolidated Financial Statements” in the Consolidated Financial Statements of the Company for the year ended December 31, 2000 on pages 64 and 65 of the Annual Report and to "Five Year Operating Summary" under the heading "Supplemental Information to Consolidated Financial Statements" on page 74 of the Annual Report. For a description of Gulf Canada’s western Canada operating structure as implemented in January 2001, reference is made to Item 1 “Incorporation and Structure”.

Oil and Gas Drilling Activity

The Company’s drilling activity for each of the last two years is summarized in the following table. “Gross” means all wells in which Gulf Canada has an interest and “net” means gross wells after deducting interests of others:

	Years Ended December 31	Years Ended December 31	Years Ended December 31	Years Ended December 31
	2000		1999
	Gross	Net	Gross	Net
Development Wells:
Productive
Oil	167	126	54	33
Gas	20	13	24	7
Dry	14	10	11	4
Exploration Wells:
Productive
Oil	52	43	18	12
Gas	64	35	68	12
Dry	39	25	44	14
Total Wells	356	252	219	82

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Principal Properties

The Company’s principal properties are as follows:

Western Canada

The operations in western Canada encompass properties in Alberta, northeastern British Columbia and southeastern Saskatchewan. The reserve base in central and northwestern Alberta and northeastern British Columbia is dominated by liquids-rich natural gas and light oil fields, as well as large enhanced recovery oil projects. The reserve base in southern Alberta and southeastern Saskatchewan is a mix of medium gravity oil and natural gas.

The Crestar acquisition helped to create a substantial presence in North America’s gas markets, where Gulf Canada’s year end gas production rose by 94% over December 1999 to a December 2000 average of 583 mmcf/d. The new organization’s total North American proved reserves (excluding Syncrude) rose from 274 million boe to 465 million boe (gross, with gas at 10:1), a 70% increase.

In the Steen area, three new gas wells were tied in to the plant in the first quarter of 2000. This, together with the addition of compression in the middle of the year, resulted in an average production for 2000 of 32 mmcf/d, a 50% increase on the previous year. The ten well drilling program in early 2000 led to two new gas pool discoveries. At the Steen plant, a debottlenecking program has increased processing capacity to approximately 40 mmcf/d. The Company also purchased 33,000 gross acres of Crown lands in the Steen area in 2000 and has started a 12 well exploration program and further seismic work.

In the Ante Creek area of west central Alberta, exploration activity identified two new Triassic oil pools. In northeast British Columbia, the successful Sikanni b-33 well came on production, adding almost 10 mmcf/d net through Gulf Canada’s 33% interest. Additional exploration wells were spudded in late 2000 or are planned in 2001 to follow up in both areas.

The Westerose area in central Alberta is a mature oil and gas producing area comprised of unit and non-unit production. A gas cycling scheme was implemented in 1988 and in 1996 concurrent gas cap and oil leg production began. Gulf Canada has increased year over year volumes in the area in recent years through well bore optimization efforts and selective in-fill drilling. Gulf Canada continues to test new technology for producing oil. Gas from the D-3 Pool is processed in the Keyspan operated Rimbey Gas Plant. Gulf Canada holds various working interests in the Westerose non-unit properties.

Red Earth is a Gulf Canada growth area located in northern Alberta, 500 kilometres north of Edmonton. The key producing fields are North Senex, Panny, Kidney, Senex, House Creek and Trout. Oil production is light oil from the Devonian Keg River formation. Gulf Canada is the predominant area infrastructure owner and operator with the majority of wells, pipelines and roads. During the winter of 1999/2000, Gulf Canada carried out a 30 well drilling program, consisting of three exploration and 27 development wells. Nineteen of these wells are on stream, adding 2,700 Bbls/d of production. New drilling and completion techniques have doubled initial flow rates, compared to earlier wells. A water flood expansion project was also undertaken and, following the success of this project, Gulf Canada acquired additional seismic to identify additional drilling sites. A 30 well drilling program, several waterflood projects and an additional seismic program are currently in progress to further exploit this area.

Gulf Canada’s principal enhanced oil properties are in Goose River, Swan Hills, South Swan Hills and Deer Mountain, all located in western central Alberta. Gulf Canada is the operator of the South

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Swan Hills Unit with a 42.6% working interest, the Goose River Unit with a 54.5% working interest, and the Deer Mountain Unit with a 70.4% working interest. Gulf Canada has a 17% interest in the nonoperated Swan Hills Unit. The horizontal miscible injection well technology continues to assist production growth in these areas. During 2000, Gulf Canada completed four horizontal miscible injection wells and five miscible pattern infill wells in the Goose River and South Swan Hills fields. This program has added approximately 1,000 boe/d of incremental production net to Gulf Canada before the end of 2000.

In 1999, Gulf Canada signed a joint venture and operating agreement with Mobil Canada covering a total of 8.6 million acres in French (off the islands of St. Pierre & Miquelon) and Canadian East Coast territorial waters. Mobil agreed that it and any associates approved by Gulf Canada will fund a majority of additional seismic costs and fully fund the drilling of the initial exploratory well on the French permit to earn a 65% working interest in the permit. The drilling of this well commenced in March 2001. In addition, Mobil and such associates will earn a 20% interest in Gulf Canada’s Canadian permits with the option to earn an additional 45% by funding additional seismic and exploratory drilling operations. Gulf Canada will be assigned a 10% working interest in Mobil's adjoining Canadian permits with reciprocal rights to earn an additional 10% by funding a portion of future seismic and exploratory operations.

In heavy oil properties, a partnership called Petrovera Resources was created with PanCanadian Resources to combine the companies’ conventional heavy oil assets to reap the benefits of combined expertise, technology and economies of scale. The partnership had an excellent year, with gas production growing by 29% and oil production by 10%. In the longer term, Petrovera’s conventional heavy oil does not fit Gulf Canada’s strategy and Gulf Canada will continue to evaluate options and opportunities for its partnership interest.

Gulf Canada is developing Steam Assisted Gravity Drainage (“SAGD”) projects at Surmont. Its SAGD projects test the economic potential of technology to develop oil sands which are too deep to mine. In November 1999, Gulf Canada entered into an agreement with TOTALFINA S.A. ( now “TotalfinaElf”) to participate in the development of the Surmont properties and a small commercial project in the Kerrobert area which uses a similar technology. In exchange for disproportionate funding during the pilot phase, TotalfinaElf earns an option to acquire one-half of Gulf Canada’s working interest in either the Surmont commercial development project or in a combination of the Surmont and Kerrobert projects. Gulf Canada and TotalfinaElf are finalizing an arrangement with the holder of a net profits interest on lands in the Surmont area whereby that interest is converted into a 13% working interest in certain of the Surmont lands. The Surmont pilot originally consisted of two short well pairs which averaged 580 Bbls/d during 2000. In 2000, a third pair with a length of approximately 700 meters was drilled, completed and commenced operation. Screening studies on upgrading technologies also continued.

Gulf Canada entered into an agreement in February, 2000 with three other energy companies to study the feasibility of developing gas in the Mackenzie Delta in Northern Canada. For Gulf Canada, such development could enable it to develop its Parson’s Lake gas discovery drilled in the early 1970’s. The study made good progress in 2000 and, in December 2000, the study group announced that it would initiate further engineering and biophysical data gathering work in order to help position the group to begin work on a development application.

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Syncrude Project

Gulf Canada owns a 9.03% interest in Syncrude, a joint venture created by a number of energy companies for the purpose of mining shallow deposits of oil sands, extracting the bitumen, and upgrading it into a light sweet crude oil, called Syncrude Sweet Blend ("SSB"). The major facilities are at a plant site located at Mildred Lake, about 40 kilometers north of Fort McMurray, Alberta. An auxiliary mining and extraction facility approximately 35 kilometers from the Mildred Lake plant was also placed in operation during 2000. Mining operations in the auxiliary mine employ a fleet of large shovels and trucks as well as hydro-transport technology which technologies are anticipated to eventually replace the drag lines and bucket wheel reclaimers utilized in the original Base Mine. During 2000, the oil sand grade averaged 11% and overall extraction recovery of the bitumen was approximately 90%. Syncrude holds eight oil sands leases with Gulf Canada’s share being approximately 23,000 net acres. Several of the leases are held under the Province of Alberta’s 80 year provision for producing and upgrading facilities which entitle the Syncrude project to protect 17.8 billion barrels of bitumen. Approximately 9.3 billion barrels of bitumen are currently estimated to be recoverable from existing mineable leases. The necessary surface rights are also held and the sites are readily accessible. In December 1999, the Alberta Energy and Utilities Board (AEUB) approval for expansion of the Mildred Lake upgrading facilities to approximately 474 MBbls/d was received. The approval also extends the project licensed term to the year 2035.

The Crown royalties are subject to a transition agreement with the project owners under which a blended royalty rate of 50% of deemed net profits from the first 74 Mmbbls of annual production attributable to the base mine and a royalty of 25% of deemed net profits for incremental annual volumes and production from the newer leases will apply. Following expiry of the transition period anticipated in late 2001, the generic oil sands royalty, being the greater of 1% of gross revenue or 25% of net revenue after deduction of all operating and capital costs, will apply.

The Syncrude project is a mature project for which exploration activities are incidental to its current operations. Reclamation of mined areas has been pursued for several years and in 2000 there were 294 hectares of land reclaimed. Future reclamation costs were estimated in 1998 to be approximately $1.3 billion in 1998 dollars, of which Gulf Canada’s share is $117 million. The owners have pursued the first two stages of an expansion plan intended to more than double production rates from those of the 1990’s and the third stage, if approved by the owners as anticipated this year, is expected to bring the annual capacity to approximately 130 million barrels per year at an aggregate gross cost of approximately $4 billion.

2000 was a difficult operating year for Syncrude as two shutdowns of its fluid cokers, the major primary upgrading units, were required and these plus a number of operating upsets led to gross production of 74.2 million barrels (Gulf Canada share 6.7 million barrels), a significant shortfall from the 1999 gross production of 81.4 million barrels. The successful completion of the auxiliary facilities and the completion of both coker turnarounds in 2000 should position Syncrude for higher production levels to be achieved in 2001.

The Netherlands

Gulf Canada acquired its first interest in The Netherlands when it acquired Clyde Petroleum in 1997. At the time, Clyde owned interests in two principal producing properties, the operated P and Q (“P-Q”) quadrant, Waalwijk on-shore fields and the non-operated Joint Development Area (JDA). Clyde also held varying interests in exploration acreage in the Dutch sector. Gulf Canada’s objective in the

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Netherlands has been to grow the value of its business and assets through active exploration, exploitation, acquisition and marketing.

Since that time, Gulf Canada has increased its interests in the P and Q quadrant assets, actively drilled portions of the exploration acreage, acquired additional exploration lands and acquired the 100% owned and operated Kotter Logger oil properties.

Gulf Canada holds interests in eight exploration and ten production licenses, with an additional four exploration licenses under application. Gulf Canada acquired 240,000 acres (net) in 2000, with applications pending for an additional 298,500 acres (net) in the four blocks. The interest applied for in most cases is a 100% working interest which will be reduced to 60% if EBN exercises its right to participate.

Gulf Canada holds interests in licences in the P-Q quadrants ranging from 20% to 50%. The key asset is its 27% ownership in the P6A processing platform which has over 200 mmcf/d of capacity. Seven smaller satellite facilities in the P-Q quadrants feed gas to this facility.

Gulf Canada currently has six offshore gas discoveries in various stages of development. Since 1997, Gulf Canada has participated in six commercially successful exploration wells, four of which will be produced through the P6A platform. All but one of these wells were Gulf Canada (Clyde) operated. The first development from these successes, the Clyde-operated offshore Q4-A field, came on stream in late December 2000, on schedule and on budget, using a completely refurbished North Sea platform. This technique enabled production to begin only 18 months after discovery, which is thought to be a record for the Dutch North Sea. The field was producing from two wells at a combined rate of 67 mmcf/d in March 2001 and Gulf Canada’s interest is 29.9%.

The successful well fracturing program at the onshore Waalwijk field continued during 2000. By the end of 2000, the Waalwijk field was producing at 41 mmcf/d gross during its high nomination call period. The last remaining well in the Waalwijk field is likely to be fractured during 2001.

Four Clyde-operated exploration wells were drilled during 2000 resulting in three commercial gas discoveries. All of these were made in core areas, where reserves can be developed and tied in, using existing Gulf Canada infrastructure. Two of these discoveries, P6-9 and MDZ-1 are scheduled to begin production during 2001, with P9-9 currently being evaluated for development in 2003. The P6-9 discovery well flowed at 54 mmcf/d (Gulf Canada share, 29.4%), while the P9-9 well flowed at 11 mmcf/d, unstimulated (Gulf Canada share, 44.9%). MDZ-1 (Gulf Canada share, 50%) encountered over 30 meters of net gas pay but was not tested due to the technical and commercial confidence obtained from log analyses.

The JDA is a non-operated property which produces from many fields and facilities in a six block area of the Dutch North Sea. In total this area produced an annual average of approximately 450 mmcf/d of gas. Gulf Canada’s share is 3.6% or approximately 16 mmcf/d.

In 1998, Gulf Canada acquired ownership and operatorship of the Kotter and Logger oil fields, which were slated for abandonment by the previous owners. Since then, Gulf Canada has produced over three million barrels of oil from these assets and production in 2000 averaged 2,900 Bbls/d (100% Gulf Canada share). A depletion plan is being considered with the objective of increasing field life through 2003.

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Indonesia

Gulf Indonesia had another successful year, producing 18,900 Bbls/d of crude oil and liquids and 166 mmcf/d of natural gas.

The Company operates producing oil and gas fields in the Corridor Block PSC, which has been extended until 2023. Gulf Indonesia is operator of the Corridor Block PSC with a 54% working interest. Crude oil and condensate volumes in 2000 averaged 3,600 bbls/d. References to Gulf Indonesia share in this section are before Government take or taxes, except where otherwise indicated.

The Grissik Gas Plant started-up in October 1998 and reached full production in the first quarter of 1999. Gulf Indonesia’s share of full year gas sales volumes in 2000 averaged 166 mmcfd. At the plant, pre-treatment facilities were installed in mid-2000 to remove heavy hydrocarbons prior to arrival at the membranes used for removing carbon dioxide from the raw gas stream and a new amine solution was introduced to increase the carbon dioxide removal capacity of the plant by 10 to 15%. Further gas sales contracts, to be supplied from Gulf Indonesia’s South Sumatran gas fields, have been secured. In December 2000, a new 19 year agreement was signed with Caltex (the “Caltex II gas sales contract”) for additional gas to be supplied from the Suban field in the Corridor PSC. Deliveries are scheduled to begin in late 2002, reaching an incremental daily contract quantity (Gulf Indonesia share) of 65 mmcf/d of gas in 2003. Early in 2001, a 20 year agreement was also signed with Singapore Power for a daily contract quantity (Gulf Indonesia share) of 42 mmcf/d by the third quarter of 2003, increasing in steps to a daily contract quantity of 110 mmcf/d by 2009. The gas for this contract is to be supplied from three contract areas in Sumatra, the Gulf Indonesia-operated Corridor and South Jambi B PSC’s and a third party PSC. Gulf Indonesia has a 45% interest in the South Jambi PSC.

During the year, Gulf Indonesia drilled another important follow-up well to further delineate the Suban reservoir in South Sumatra. Suban 4 confirmed that this is a major discovery. Each of the last two wells drilled into the Suban reservoir (Suban 4 and Durian Mabok 2) had a sustainable productive capability of more than 100 mmcf/d (Gulf Indonesia share is 54%). The low carbon dioxide content of the gas means that it should require little processing. Over 3 tcf (Gulf Indonesia share over 1.6 tcf) of proved plus probable reserves have been booked for the Suban field over the past three years, of which approximately one-third is in the proved undeveloped category and the remainder is classified as probable reserves. Approximately 1.1 tcf of gas (Gulf Indonesia share 600 bcf) from the Suban field will be dedicated to the Caltex II gas sales contract. Drilling started on the Suban 5 delineation well before the end of the year and three more wells are planned for 2001.

The Company operates several small non-contiguous areas located onshore in southern Sumatra with producing oil fields in the Corridor Block under a Technical Assistance Contract (“TAC”) between the Company and Pertamina. The Company is operator of the block with a 60% working interest. The term of the TAC has been extended to 2010. Crude oil and condensate volumes in 2000 averaged 8,100 Bbls/d. Twenty-eight oil infill and stepout development wells drilled in the Bentayan and Ramba fields contributed 2,500 Bbls/d (Gulf Indonesia share 1,500 Bbls/d) in 2000.

The Company operates the Kakap PSC in the West Natuna Sea, with a 31.25% working interest, currently consisting of more than 35 producing oil wells. Gulf Indonesia’s share of gross production in 2000 from the Kakap fields was 4,300 Bbls/d.

In January 1999, the West Natuna Group (Gulf Indonesia’s Kakap PSC, and two third party PSCs) concluded extensive negotiations and signed a supply agreement with Pertamina for natural gas to be used for power generation and petrochemical projects in Singapore. The upstream facilities and the

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650-kilometre pipeline system from the West Natuna Sea to Singapore were completed in late 2000 and actual gas sales began in January 2001, six months prior to the commencement of the full sales contract on July 15, 2001. The pricing for the gas is based primarily on the price of fuel oil in Singapore continuing Gulf Indonesia’s strategy of linking its gas sales price to oil prices. In connection with this project, Gulf Indonesia signed a 23-year extension of the contract term of the Kakap PSC, which now expires in 2028.

In January 1990, the Company and Pertamina entered into a 15 year enhanced oil recovery (“EOR”) contract to perform secondary recovery operations in a maximum of six fields in the Jambi area of southern Sumatra. Three of the fields are being operated and the Company decided not to pursue development of the remaining three fields. The Jambi EOR provides that any incremental oil production over an established primary production decline curve and after each of Pertamina and the Company have recovered costs will be shared 92.5% to Pertamina and 7.5% to the working interest owners, of which Gulf Indonesia holds 60%. Gulf Indonesia’s share of incremental oil production from the Jambi EOR contract area reached record levels in the third quarter of 2000 at 2,800 Bbls/d and averaged 2,600 Bbls/d for the full year.

Ecuador

Before being acquired by Gulf Canada, in June of 2000, a Crestar subsidiary purchased a 14% interest in the Block 16 area of Ecuador. The block covers 519,000 acres and is operated by RepsolYPF. Only 12 of the Block’s identified structures have been tested to date and the exploration success rate has been 100% since 1987. Block 16 field productivity at times exceeded 9,800 Bbls/d (Gulf Canada share) during 2000, but net deliveries averaged 5,600 Bbls/d because of lack of pipeline space and diluent, which currently restricts all operators in Ecuador, including Gulf Canada.

Major strides have been made towards the construction of a new export pipeline. In early 2001, the Government authorized a proposal that was sponsored by the producers and includes Gulf Canada’s Block 16 as part of the supply commitment. The Block 16 consortium commenced a 2D and 3D seismic program in late 2000, as part of the plan to better delineate fields to move production from current levels to 14,000 Bbls/d (Gulf Canada share) when the new pipeline becomes available. During 2000, six horizontal wells were drilled, resulting in initial production of 2,200 Bbls/d (Gulf Canada share) from the five wells tied in. This drilling included the longest horizontal well drilled to date in the country, with a length of over 1,200 feet. One of the new wells drilled, Iro-5, also provided a significant extension to the Iro field boundary.

Other International

Gulf Canada was awarded the El Ouar permit in Algeria in 1990 through a joint venture. The permit is adjacent to many of the previously discovered oil and gas-condensate fields. The original El Ouar permit was subdivided into El Ouar I, the IAN appraisal area of 520 square kilometres and El Ouar II, the exploration area of 3405 square kilometres. Gulf Canada’s net interest is 33.33%. The IAN-1 (In Admedjene North-1) discovery well was drilled in 1998 and tested at 6,660 Boe/d and 42.7 mmcf/d.

The initial term of El Ouar I ended on November 18, 1999 and the term was extended for one year. Development and commerciality studies were completed during 2000. A discovery report was submitted in November 2000 and, if this is approved, the license may be converted into a development permit. The El Ouar II term runs for three years from December 1999 and work is continuing to determine the most prospective areas of the permit.

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In addition, Gulf Canada acquired in 2000 a 40% interest in a non-operated license in Tunisia. This adds a third contract area to Gulf Canada’s North African interests and more than doubles its net acreage in North Africa to over 750,000 acres.

Productive Wells

The following table summarizes Gulf Canada's oil and natural gas wells that are capable of production as at December 31, 2000 not including the Petrovera Resources wells, which are shown in a separate table below. "Gross" means all wells in which Gulf Canada has a working interest and "net" means gross wells after deducting the working interests of others.

NORTH AMERICA - Alberta Saskatchewan British Columbia INTERNATIONAL Indonesia Netherlands Other TOTAL WELLS		OIL	NATURAL GAS	TOTAL
		GROSS NET 3,513 1,987 195 156 9 6 444 253 17 9 65 9 4,243 2,420	GROSS NET 5,672 2,782 40 31 34 18 15 8 119 13 - - 5,880 2,852	GROSS NET 9,185 4,769 235 187 43 24 459 261 136 22 65 9 10,123 5,272

Petrovera – Oil and Natural Gas Wells

The following table sets forth the number and status of wells in which Petrovera Resources has a working or royalty interest, which are producing or which Petrovera Resources considers to be capable of producing. Gulf Canada has a consolidated 47% interest in the partnership

Operated Non-operated Royalty interest Total Total (including shut-in wells)		OIL	NATURAL GAS	TOTAL
		GROSS NET 1,273 1,216 478 266 284 43 2,035 1,525 3,920 2,992	GROSS NET 76 69 24 10 98 15 198 94 382 216	GROSS NET 1,349 1,285 502 276 382 58 2,233 1,619 4,302 3,208

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Land Holdings

The following table summarizes Gulf Canada's conventional oil and natural gas land holdings and oil sands holdings as at December 31, 2000.

DEVELOPED ACREAGE(1) GROSS NET (IN THOUSANDS) NORTH AMERICA Alberta 2,903 1,616 Other Western Canada 66 42 East Coast 0 0 Frontier 9 1 OIL SANDS (Alberta) 274 128 INTERNATIONAL Indonesia 424 218 Netherlands 2,090 371 Other 38 7 TOTAL 5,804 2,383	UNDEVELOPED ACREAGE(1) GROSS NET (IN THOUSANDS) 4,672 3,664 656 571 8,678 4,293 1,536 357 80 28 9,194 6,344 395 168 2,963 1,151 28,174 16,576

(1) "Gross acres" means all acreage in which Gulf Canada has an interest and "net acres" means gross acres after deducting interests of others. "Developed acreage" refers to the acreage to which the Company has assigned proved reserves. "Undeveloped acreage" refers to the acreage to which the Company has not assigned any proved reserves. The table does not include approximately 325,000 gross acres in which royalty interests are held in Indonesia.

Reserves

At December 31, 2000, Gulf Canada’s estimated proved reserves were as follows:

Area Oil NGLs Mmbbls (gross/net) Mmbbls (gross/net) Western Canada – conventional 126 / 102 55 / 45 Western Canada – heavy oil 59 / 49 - Western Canada – Petrovera * 45 / 40 - Syncrude 324 / 284 - Indonesia 25 / 14 8 / 4 Netherlands 2 / 2 0 / 0 Other International 14 / 11 - Total 595 / 502 63 / 49	Natural Gas
	BCF (gross/net) 1,776 / 1,380 - / - 19 / 16 - 1,668 / 1,248 157 / 156 - 3,620 / 2,800

Note: In this table, “Gross” refers to Gulf Canada’s working interest and “net” means net of royalty interest.

• API gravity between 16 and 27 degrees. ** API gravity from 12 to 16 degrees.

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Reserve Reconciliation

The following tables summarize the changes in reserves which occurred in 2000.

	(3) (2) (66) (2) (2) (49) (31) (5) (197) (26) (4) (165) (5) 3 (167)
	595 63 3,620 4 502 49 2,800 3
	52.6% 51.5% 57.7% 19.2% 52.8% 59.0% 46.0% 17.4% 84.4% 77.4% 77.3% 87.1% Crude Gas Natural Crude Gas Natural Oil Liquids Gas Sulphur Oil Liquids Gas Sulphur (MMBbl) (MMBbl) (Bcf) (MMLT) (MMBbl) (MMBbl) (Bcf) (MMLT) 650 19 3,819 2 555 14 3,344 2 (1) 2 371 (1) 1 296 (1) 2 (2) 1 (2) (1) (1) (121) 3 597 (1) (107) 391 71 6 399 57 5 319 (12) (2) (104) (9) (2) (79) (2) (1) (25) (1) (1) (19) 1 1 (91) 586 27 5,055 1 495 18 4,159 1 -9.9% 44.3% 32.3% -45.8% -10.9% 24.3% 24.3% -42.9% 84.5% 65.9% 82.3% 92.3% Gross Net
Opening Balance @ January 1, 2000 Additions-Drilling (Discovery & Extension) Additions-Drilling (Infill) Additions-Improved Recovery Additions-Other Purchase of Reserves-In-Place Revisions To Previous Estimates Less: Sales of Reserves-In-Place. Production Royalty Adjustments & Rounding Closing Balance @ December 31, 2000 2000 Net Change Royalty Factor

• A negative balance reflects situations where transfers from Probable Additional to Proved exceed additions to probable reserves.

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Three Year Reserve Reconciliation

The following table provides reconciliation data for purposes of Financial Accounting Standard No. 69.(3)

PROVED DEVELOPED AND UNDEVELOPED At December 31, 1997 Additions from discoveries and extensions Additions from improved recovery Additions from development (1) Purchases of Reserves in place Revisions of previous estimates Sales of reserves in place Production At December 31, 1998 Additions from discoveries and extensions Additions from improved recovery Additions from development (1) Purchases of Reserves in place Revisions of previous estimates Sales of reserves in place Production At December 31, 1999 Additions from discoveries and extensions Additions from improved recovery Additions from development (1) Purchases of Reserves in place Revisions of previous estimates Sales of reserves in place Production At December 31, 2000 PROVED DEVELOPED At December 31, 1998 At December 31, 1999 At December 31, 2000	Net Volumes	Net Volumes
	Liquids Gas (mmbbls)(2) (Bcf) 234 1148 8 152 4 1 4 21 2 7 (25) (47) (12) (191) (21) (113) 194 978 2 30 1 1 3 18 0 18 (1) 33 (31) (168) (16) (104) 152 806 10 35 1 0 3 15 92 832 3 (143) (4) (49) (18) (93) 239 1403 102 695 111 631 193 1249 North America	Indonesia
		Liquids Gas (mmbbls) (Bcf)
		28 652 1 180 1 0 1 75 0 0 5 19 0 0 (6) (7)
		30 919 1 100 0 0 1 93 0 0 (6) (59) 0 0 (6) (57)
		20 996 1 215 0 0 1 4 1 87 0 4 0 0 (5) (58)
		18 1248
		26 436 16 376 15 374

(1) Under Statement of Financial Accounting Standards No. 69 (SFAS 69), these additions are considered part of revisions of previous estimates.

(2) Excludes synthetic crude from oil sands.

(3) The above estimated reserve quantities are based upon year-end economic conditions as required under SFAS 69.

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PROVED DEVELOPED AND UNDEVELOPED At December 31, 1997 Additions from discoveries and extensions Additions from improved recovery Additions from development (1) Purchases of Reserves in place Revisions of previous estimates Sales of reserves in place Production At December 31, 1998 Additions from discoveries and extensions Additions from improved recovery Additions from development (1) Purchases of Reserves in place Revisions of previous estimates Sales of reserves in place Production At December 31, 1999 Additions from discoveries and extensions Additions from improved recovery Additions from development (1) Purchases of Reserves in place Revisions of previous estimates Sales of reserves in place Production At December 31, 2000 PROVED DEVELOPED At December 31, 1998 At December 31, 1999 At December 31, 2000		Net Volumes
	Liquids Gas (mmbbls) (Bcf) 0 161 0 27 0 0 1 9 3 0 0 (32) 0 (18) (1) (23) 3 124 0 66 0 0 0 1 0 0 0 (6) 0 (44) (1) (19) 2 122 0 48 0 0 1 0 0 0 0 0 0 0 (1) (14) 2 156 3 83 2 50 2 69 Netherlands	Liquids Gas (mmbbls) (Bcf) 59 133 0 1 0 0 0 9 5 0 1 0 (51) (44) (4) (7) 10 92 0 0 0 0 1 0 0 0 0 0 (10) (87) (1) (5) 0 0 0 0 0 0 0 0 11 0 0 0 0 0 0 0 11 0 5 59 0 0 0 0 Other International	Total
			Liquids Gas (mmbbls) (Bcf)
			321 2094 9 360 5 1 6 114 10 7 (19) (60) (63) (253) (32) (150)
			237 2113 3 196 1 1 5 112 0 18 (7) (32) (41) (299) (24) (185)
			174 1924 11 298 1 0 5 19 104 919 3 (139) (4) (49) (24) (165)
			270 2807
			136 1273 129 1057 213 1692

15

Capital Expenditures

For the year ended December 31, 2000, the Company spent $151 million (1999-$118 million) on exploration, including drilling, and $389 million (1999 - $202 million) on development.

Gas Plants and Pipelines

Gulf Canada's business includes the acquisition, ownership and operation of assets that generate cash flow and are non-depleting, such as gas processing plants, pipelines and gathering systems. In mid-1998, Gulf Canada formed the Gulf Midstream Services (GMS) division to manage the Company's midstream assets and, in two separate transactions in 1998 and 2000, Gulf Canada sold its interest in GMS to Keyspan Energy Development Co. Gulf Canada maintains its interest in several other non-operated gas plants. As a result of its acquisition of Crestar in 2000, Gulf Canada acquired interests in additional natural gas processing plants and in numerous oil treating batteries, some of which may be sold to Keyspan.

Other Facilities And Operations

Coal

Although Gulf Canada is not currently engaged in commercial production of coal, it continues to hold some coal properties. The Company's most significant coal property is at Mount Klappan in British Columbia where drilling has confirmed a substantial anthracite deposit. Gulf Canada is pursuing the sale of the Mount Klappan coal property.

Marketing

The marketing of crude oil, natural gas liquids and natural gas is an integral part of Gulf Canada's business.

Crude Oil

Gulf Canada currently markets its crude oil through an arrangement which took effect January 1, 1998, with Tidal Energy Marketing Inc. ("Tidal"). Tidal, of which Gulf Canada is a 50% shareholder, was formed in 1997 to carry on crude oil marketing. Tidal markets crude oil as agent for Gulf Canada, including Gulf Canada’s share of Syncrude production, and production from the Province of Alberta, Athabasca Oil Sands Trust and Petrovera Resources as well as other third party customers. In 2000, Tidal marketed approximately 51,000 Bbls/day of crude oil and condensate on behalf of Gulf Canada and Gulf Canada’s 50% share of the total volumes marketed by Tidal was 117,000 Bbls/day.

In Indonesia, Gulf Indonesia's crude oil production is sold to Pertamina and directly to offshore markets. Further, Gulf Indonesia receives crude oil in kind for the delivery of natural gas to the Duri enhanced oil recovery project in Sumatra. This oil is sold through a long-term contract with Itochu Petroleum Co. to offshore markets. The price received for the crude oil sold to Pertamina, directly offshore and to Itochu is determined monthly by the Indonesian government based on indices for exported Indonesian crude oil, published offshore.

Crude oil from Gulf Canada’s Netherlands operations is sold into world markets, based upon indices related to prices for Brent crude oil. Crude oil from Gulf Canada’s interests in Ecuador is sold into world markets based on indices related to prices for Oriente crude oil.

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Natural Gas Liquids

In December 1998, Gulf Canada agreed to sell all of its western Canada natural gas liquids production to GMS at market rates. In 2000, GMS and Keyspan marketed approximately 11,850 Bbls/d of natural gas liquids on behalf of Gulf Canada. Natural gas liquids (primarily ethane, propane and butane) are extracted from natural gas processed at various field plants.

Natural Gas

In December 1998, Gulf Canada entered into an agency arrangement with GMS for the marketing of all of its natural gas production at market rates. In 2000, GMS and Keyspan managed 324.5 mmcf/d of Gulf Canada gross proprietary volumes and 110.6 mmcf/d of Gulf Canada third party volumes. Approximately 32% of Gulf Canada's Western Canada natural gas sales in 2000 were pursuant to long-term contracts with Alberta gas purchasers (known as "aggregators") who resell the gas in both domestic and export markets. The remaining natural gas sales were direct sales to local distribution companies, industrial customers and marketing companies.

In the Netherlands, natural gas is sold under long-term contracts based on pricing for petroleum products.

In Indonesia, gas from the West Natuna area is being sold to Singapore Power under a contract for which deliveries commenced in January 2001. Gas sold under the West Natuna contract and the gas to be sold under the contract for the sale of Sumatra gas to a subsidiary of Singapore Power are subject to a pricing formula that is linked to the price of fuel oil in Singapore and also includes a smaller fixed component subject to escalation. Gas to be sold under the Caltex II gas sales contract is to be exchanged for crude oil under long term contracts with the pricing determined monthly by the Indonesian government based on indices as described above.

Exploration and Development

Gulf Canada’s exploration program will focus upon its core assets where it can build on its knowledge and will also include a selective element of opportunities with the potential to add significant reserves and new core areas. The acquisition of Crestar enhances the Company’s western Canada base. Opportunities in the North American frontier and East Coast as well as international opportunities in Indonesia, the Netherlands, Ecuador and North Africa provide balance to the exploration portfolio. Such longer term growth assets as western Canada oil sands, northern Canada gas and the Suban field in Indonesia provide potential for increases in production independent of exploration success. Further information concerning Gulf Canada’s exploration and development activities are included in the preceding discussion. The Company’s current budget calls for exploration and development expenditures of approximately $1.2 billion in 2001. These expenditures are subject to revision on the basis of initial results and various market factors.

Segment Information

Reference is made to Note 23 entitled "Segment Information" under the heading "Notes to Consolidated Financial Statements" on pages 64 and 65 of the Consolidated Financial Statements of the Company for the year ended December 31, 2000.

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Business Environment

Competitive And Industry Conditions

There is strong competition relating to all aspects of the oil and gas industry, in particular the exploration for and development of new oil and natural gas reserves. Gulf Canada actively competes with a substantial number of other oil and gas companies for reserve acquisitions, exploration leases, licenses and concessions and skilled industry personnel. Gulf Canada's competitors include major integrated oil and gas companies and numerous other independent oil and gas companies and individual producers and operators, many of which have significantly greater financial resources than Gulf Canada.

Gulf Canada's production is subject to deliverability uncertainties related to the proximity of its reserves to pipeline and processing facilities, and shipping restrictions on pipelines that deliver oil and natural gas to commercial markets. Future production from frontier lands will depend upon, among other factors, satisfactory fiscal and regulatory terms, oil and natural gas prices, the establishment of sufficient reserves to justify the substantial capital costs of production facilities and the development of transportation systems to bring such reserves to market.

The oil and gas industry generally is subject to a number of risks, to which Gulf Canada is subject. These include risks associated with fluctuations in oil and natural gas prices and exchange rates, uncertainties as to the Company's estimates of its reserves and the Company's ability to replace those reserves, operating risks inherent in active oil and gas exploration and development activities, the possible adverse impact of changes in government regulation upon the Company's affairs, risks arising from the restrictions imposed upon the operations and activities of Gulf Canada by the Company's debt instruments and the potential for environmental clean-up obligations and liabilities arising from its current or past operations. The Company endeavors to carry on its business in such a manner as to minimize such risks.

Effect of Environmental Protection Requirements

The operations of Gulf Canada are, and will continue to be, affected in varying degrees by laws and regulations regarding the protection of the environment. All phases of the oil and natural gas business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of international conventions and Canadian and U.S. federal, provincial, state and municipal laws and regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with Gulf Canada's past and current operations. The legislation also requires that refineries, service stations, wells and facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs.

Gulf Canada, either directly or through subsidiaries, owned numerous refineries, service stations and related operations in Canada and the United States prior to 1986, and continues to hold former sites, which have given rise to some claims and could give rise to additional claims in the future under laws that provide that responsible parties can include present and prior owners, operators and others, including claims for investigation, clean-up and restoration costs and damages for personal injury. Although Gulf Canada believes that it is currently in substantial compliance with all existing material environmental regulations, there can be no assurance that future environmental costs will not have a material adverse effect on Gulf Canada's financial condition or results of operations. It is impossible to predict the full impact of these laws and regulations on Gulf Canada's operations. However, it is not anticipated that Gulf Canada's competitive position will be adversely

18

affected by current or future environmental laws and regulations governing its current oil and gas operations. Since 1990, Gulf Canada has implemented a program of regular environmental audits to review operating practices and procedures at major facilities in western Canada and to provide for compliance with regulatory requirements. In addition, acquisitions and divestitures are subject to environmental audits. Gulf Canada's accounting policy is to provide for future site restoration costs, including dismantling plants and abandoning properties, using the unit of production method or, where appropriate, the estimated remaining useful lives of the related assets. Total anticipated future costs, given Gulf Canada's current inventory of wells and facilities, including those relating to Syncrude, Crestar, past downstream operations and to foreign operations, is estimated to be approximately $722 million. Gulf Canada has accrued $206 million for such future costs at December 31, 2000 and continues to accrue such costs, primarily on a unit of production basis. The Company’s estimates of environmental obligations related to certain mineral operations of unconsolidated subsidiaries are offset by cash in the subsidiaries. In addition to its environmental responsibility for current operations, Gulf Canada is or may be responsible for future environmental costs related to certain past operations, mainly downstream in nature.

Foreign Operations

Some of Gulf Canada's reserves and operations outside North America are located in regions that may be considered politically and economically unstable. These reserves and the related operations are subject to certain risks, including increases in taxes and royalties, the establishment of production limits, export restrictions, the involuntary renegotiation of contracts, the nationalization of assets, other risks relating to changes in local government regimes and policies and resulting changes in business customs and practices, payment delays, currency exchange restrictions and losses and impairment of operations by actions of insurgent groups. Gulf Canada, like other international oil companies, attempts to conduct its business and financial affairs in such a manner as to protect against such political and economic risks. Gulf Canada reduces risk associated with foreign projects through farmouts, phased development programs and project financing. There can be no assurance, however, that Gulf Canada will be successful in protecting itself from the risks presented by foreign operations.

In the case of Indonesia, although Gulf Indonesia has not historically experienced problems from civil unrest or disputes with the Indonesian government, Indonesia’s current political and economic environment could impact the Company’s financial position, results of operations or prospects. It is anticipated that should the need for Gulf Indonesia to borrow money arise, the ability to borrow additional funds at a reasonable rate could be negatively impacted by the current situation in Indonesia. In 1999, laws were passed which will see a transfer of some of the economic and political power from the central government to the regions, effective January 1, 2001, and during 2000 a law was drafted for consideration by the Indonesian parliament which would transfer the management of petroleum resources from Pertamina, the government oil company, to an executive body. It is unclear at the present time what impact, if any, these laws will have on the Company’s financial position, results of operations or prospects.

Employees

As of December 31, 2000, Gulf Canada directly employed 1,128 people.

ITEM 4

SELECTED CONSOLIDATED FINANCIAL INFORMATION

Selected consolidated financial information is contained on page 71 of the Annual Report under the caption “Five Year Financial Summary”, which is incorporated herein by reference. A summary of quarterly financial information is included on pages 72 and 73 of the Annual Report under the caption “Quarterly Summaries”, which is incorporated herein by reference.

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Preferred Share Dividend

Reference is made to the information in Note 16 of the Notes to the Consolidated Financial Statements on page 55 of the Annual Report, which information is incorporated herein by reference.

ITEM 5

MANAGEMENT'S DISCUSSION AND ANALYSIS

Reference is made to the information under the heading "Management's Discussion and Analysis" on pages 28 through 41 of the Annual Report, which information is incorporated herein by reference.

ITEM 6

MARKET FOR SECURITIES

The Company’s Ordinary Shares and Preferred Shares, Series 1 are listed for trading on the Toronto Stock Exchange and New York Stock Exchange and trade under the symbol GOU and GOU.PR.A, respectively.

ITEM 7

DIRECTORS AND OFFICERS

Directors

Reference is made to information contained under the heading "Election of Directors" on pages 4 to 7 of the Circular for the names of the directors of Gulf Canada as at the date of this AIF, their current offices, their principal occupations for the five years ended December 31, 2000 and their municipality of residence, which information is incorporated herein by reference. The Committees of the Board of Directors are also described under the heading “Election of Directors” on page 7 and under the heading “Composition of the Compensation and Pension Committee” on page 15 of the Circular.

All directors and executive officers as a group beneficially own, directly or indirectly, or have control or exercise direction over 20,049,287 Ordinary Shares, representing 3.72% of the Ordinary Shares outstanding at March 20, 2001 and including 4,015,795 Ordinary shares subject to stock options which may be exercised within the next 60 days. The directors and executive officers as a group hold 970 shares and 776,495 options which may be exercised within the next 60 days of Gulf Indonesia.

Officers

Reference is made to information contained under the heading "Employment History of Officers" on pages 7 and 8 of the Circular for the names of the officers of Gulf Canada, their current offices, their principal occupations for the five years ended December 31, 2000, and their municipality of residence, which information is incorporated herein by reference.

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In accordance with regulatory requirements, Gulf Canada has inquired of its directors and executive officers as to any experience within the past 10 years with bankruptcies or various securities infractions or restrictions. The Company is not aware of any such items.

ITEM 8

ADDITIONAL INFORMATION

Additional information, including directors' and officers' remuneration and indebtedness, principal holders of the Company’s securities, options to purchase securities and interest of insiders in material transactions, where applicable, is contained in the information circular for its annual and special meeting held on May 9, 2000 and in the Circular. Additional financial information is provided in the Company’s comparative financial statements for the year ended December 31, 2000 contained in the Annual Report.

The Company will provide one copy of this AIF, together with one copy of any document, or the pertinent pages of any document, incorporated by reference in this AIF, one copy of the Annual Report (including the consolidated financial statements for the year ended December 31, 2000 and accompanying report of the auditors), one copy of any interim financial statements subsequent to the consolidated financial statements for the year ended December 31, 2000, and a copy of the Circular upon request to the Secretary of Gulf Canada.

When securities of the Company are in the course of a distribution pursuant to a short form prospectus or a preliminary short form prospectus, copies of the foregoing documents and any other documents that are incorporated by reference into the short form prospectus or preliminary short form prospectus may also be obtained from the Secretary of Gulf Canada, upon request.

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GLOSSARY OF TERMS

The following terms shall have the meanings set forth below, unless otherwise indicated:

"AIF" means this annual information form;

"Annual Report" means the Annual Report of Gulf Canada Resources Limited dated April 3, 2001;

"Bbls" or “bbls” means One barrel which equals 0.15891 cubic meters;

"Bbls/d" or “bbls/d” means Barrels per day;

“Bcf” or “bcf” means billions of cubic feet;

“Boe” or “boe” means Barrels of oil equivalent and “Boe/d” or “boe/d” means Barrels of oil equivalent per day;

"Circular" means the Management Proxy Circular of Gulf Canada Resources Limited dated March 30, 2001;

"Gulf Canada" or “the Company” means Gulf Canada Resources Limited and, after January 1, 2001, the amalgamated corporation known as Gulf Canada Resources Limited;

"Mbbls" or “mbbls” means Thousands of barrels;

"Mmbbls" or “mmbbls” means Millions of barrels;

“Mmcf”or “mmcf” means Millions of cubic feet and “mmcf/d” means Millions of cubic feet per day;

“Tcf” or “tcf”means trillions of cubic feet.