Conoco Canada Resources Limited — M&A Activity 2002

Jun 13, 2002

FORM 42 Securities Act

REPORT OF TAKE-OVER BID, ISSUER BID OR APPLICATION UNDER CLAUSE 104(2)(c) OF THE ACT (SUBSECTION 203.1(1) OF THE REGULATION)

1. Name and address of the offeree issuer:

Gulf Indonesia Resources Limited 21st Floor, Wisma 46, Kota BNI Jalan Jenderal Sudirman, Kavling 1 Jakarta, Indonesia 10220

2. Name and address of the offeror:

Conoco Canada Resources Limited 1600-401-9th Ave SW. Calgary, Alberta T2P 3C5

3. What is the designation of the class(es) of securities that are subject to the bid? (Include the CUSIP number):

Common Shares - CUSIP Number: 402284103

4. What is the date of the bid?

June 12, 2002

5. What is the maximum number of securities sought by the offeror for each class of securities subject to the bid?

All Common Shares not owned by the offeror or its affiliates. As at June 4, 2002, there were 26,388,542 Common Shares outstanding on a fully diluted basis not beneficially owned by Conoco Canada Resources Limited or its affiliates.

6. What is the value, expressed in Canadian dollars, of the consideration offered per security for each class of securities subject to the bid?

Cdn$20.38 per Common Share (U.S. $13.25)

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7. What is the number of securities of each class subject to the bid, excluding the offeror’s securities, that are held by securityholders whose last address as shown on the books of the offeree issuer is in Ontario?

0

8. What is the fee payable in respect of the bid, as calculated under subsection 32(1) of Schedule 1?

$800.00

9. The information given in this report is true and complete.

Date: June 12, 2002

Signed: Conoco Canada Resources Limited (Name of the Offeror)

By: “Alan P. Scott” (Signature)

Alan P. Scott ______

(Name of person signing the Form)

Corporate Secretary (Office or capacity)

11415388.2