Proxy details:
1 AFFIX LABEL HERE
PROXY SOLICITED BY MANAGEMENT
WESTREND NATURAL GAS INC.
The undersigned shareholder of WESTREND NATURAL GAS INC. (the "Company") hereby
appoints Stephen Winter, a Director of the Company, or failing him, Howard W. Gaddis, Jr., a
Director of the Company, or failing either of them, Michael H. Woods, solicitor for the Company,
("MANAGEMENT PROXYHOLDER") (or, instead of any of the foregoing,
__________________ ("ALTERNATE PROXYHOLDER")) as proxy of the undersigned
with power of substitution to attend at and vote for the undersigned in respect of all matters that may
come before the Annual General Meeting of the Company to be held on December 30, 1998, and
every adjournment thereof.
NOTE: automatic paragraph number has been set for following paras.
1. To fix the number of Directors at three (3).
IN FAVOUR ~ AGAINST ~
2. To elect the following as Directors of the Company:
Howard W. Gaddis, Jr. IN
FAVOUR ~WITHHOLD ~
Stephen Winter IN
FAVOUR ~WITHHOLD ~
George Longphee IN
FAVOUR ~WITHHOLD ~
3. To appoint Darilek, Butler & Co., P.C. as auditors of the Company at a remuneration to be
fixed by the Directors.
IN FAVOUR ~ WITHHOLD ~
4. To authorize the Board of Directors, in its sole discretion, to grant or amend stock options for
insiders of the Company and/or its subsidiaries, at such prices and amounts and on such terms
as may be acceptable to the Vancouver Stock Exchange.
IN FAVOUR ~ AGAINST ~
5. To approve and authorize the issuance of shares by the Company, from time to time in one
or more transactions, in excess of 20% of its issued capital in accordance with the terms of
any proposed future acquisitions, private placements, issuances of convertible securities,
rights offerings or exchange offering prospectus financings or shares for debt settlements, at
such price or prices, in such amounts and to such individuals or entities as may be
determined by the Directors of the Company and as are acceptable with the appropriate
regulatory authorities, and the resulting possible effective changes in control of the
Company in consequence thereof.
IN
FAVOUR ~
AGAINS
T ~
6. To approve by Special Resolution that the directors of the Company be, and are hereby,
authorized, in their discretion, to sell all of the assets of the Company, or any part thereof,
subject to the rules and acceptance of the Vancouver Stock Exchange.
IN FAVOUR ~ AGAINST ~
7. to approve, by Special Resolution, the following:
(a) all of the 100,000,000 common shares without par value, both issued and
unissued, be consolidated into 6,666,667 common shares without par value, every
fifteen of such shares before consolidation being consolidated into one share;
(b) the authorized capital of the Company be increased from 6,666,667
common shares without par value to 100,000,000 common shares without par value;
(c) paragraph 2 of the Memorandum of the Company be altered to show the
new authorized capital of the Company as 100,000,000 common shares without par
value;
(d) the Company change its name to International Westrend Resources Ltd.
or such other name as may be approved by the Directors, the Registrar of
Companies and the Vancouver Stock Exchange;
(e) paragraph 1 of the Memorandum of the Company be altered to show the
new name of the Company;
(f) the Directors of the Company be and are hereby authorized, in their sole
discretion, to effect such other consolidation of the Company's share capital,
provided that the consolidation effected is less than five (5) current shares for one
(1) new share and, in such event, subparagraphs (a) through (c) of this Special
Resolution will be deemed for all purposes to have been retroactively amended
consistent with the consolidation ratio so effected, without further shareholder
approval.
IN FAVOUR ~ AGAINST ~
8. At the discretion of the Proxyholder to vote upon any amendment or variation of the above
matters or any other matter properly brought before the Meeting.
The undersigned hereby revokes any proxy previously given.
NOTES:
(11) EACH SHAREHOLDER HAS THE RIGHT TO APPOINT AN ALTERNATE
PROXYHOLDER, WHO NEED NOT BE A SHAREHOLDER, TO ATTEND AND
ACT FOR HIM AT THE MEETING, OTHER THAN THE MANAGEMENT
PROXYHOLDER DESIGNATED ABOVE. THIS MAY BE DONE BY
INSERTING THE NAME OF THE DESIRED PERSON IN THE SPACE
ABOVE.
(2) THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED ON ANY
POLL AS DIRECTED BY THE UNDERSIGNED SHAREHOLDER AS
CLEARLY MARKED IN THE SPACES PROVIDED ABOVE. IF NO
DIRECTION IS GIVEN, THE MANAGEMENT PROXYHOLDER WILL VOTE
IN THE AFFIRMATIVE; THE ALTERNATE PROXYHOLDER HAS
DISCRETION TO VOTE THE SHARES AS HE OR SHE CHOOSES.
(3) This proxy form must be signed and dated by the Shareholder or his attorney authorized in
writing or, if the shareholder is a corporation, by an officer, or attorney, duly authorized in
writing or executed under its corporate seal. If this proxy is not dated in the space provided
below, it may be deemed to bear the date on which it was received by Pacific Corporate Trust
Company, #830 - 625 Howe Street, Vancouver, BC, V6C 3B8.
(4) To be valid this proxy form duly completed must be deposited with Pacific Corporate Trust
Company, #830 - 625 Howe Street, Vancouver, BC, V6C 3B8, not less than forty-eight (48)
hours, excluding Saturdays, Sundays, and holidays before the time of the Meeting.
(5) This proxy confers discretionary authority on the proxyholder named to vote as the
proxyholder sees fit on any amendment or variation of the above matters, or any other matter
properly brought before the meeting.
DATED at ______________________, this _____ day of
___________________, 1998.
Signature of Shareholder
Name, Please Print
Number of shares owned
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