-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 ATcLGPF/ekgXvaiQpziS8kq8iZNjtJV2THN4S0wtkdfpL4G3bPR9IlN0ufU7LW4I
 r/7ypUHDJAfUF60fFygDfw==

<SEC-DOCUMENT>0000950142-04-001177.txt : 20040413
<SEC-HEADER>0000950142-04-001177.hdr.sgml : 20040413
<ACCEPTANCE-DATETIME>20040413161212
ACCESSION NUMBER:		0000950142-04-001177
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20040413
FILED AS OF DATE:		20040413

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PRECISION DRILLING CORP
		CENTRAL INDEX KEY:			0001013605
		STANDARD INDUSTRIAL CLASSIFICATION:	DRILLING OIL & GAS WELLS [1381]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			0430

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14534
		FILM NUMBER:		04730714

	BUSINESS ADDRESS:	
		STREET 1:		112 4TH AVE SW
		STREET 2:		#700
		CITY:			CALGARY ALBERTA CANA
		STATE:			A0
		ZIP:			00000
		BUSINESS PHONE:		4032644882
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>form6k_041304.txt
<DESCRIPTION>REPORT OF FOREIGN PRIVATE ISSUER
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER
                   PURSUANT TO SECTION 13a-16 OR 15d-16 OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                               For April 13, 2004

                        Commission File Number: 001-14534


                         PRECISION DRILLING CORPORATION
             (Exact name of registrant as specified in its charter)


                           4200, 150 - 6TH AVENUE S.W.
                                CALGARY, ALBERTA
                                 CANADA T2P 3Y7
                    (Address of principal executive offices)


         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   [_]        Form 40-F  [X]

         Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1). _____

         Note: Regulation S-T Rule 101(b)(1) only permits the submission in
paper of a Form 6-K if submitted solely to provide an attached annual report to
security holders.

         Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7): _____

         Note: Regulation S-T Rule 101(b)(7) only permits the submission in
paper of a Form 6-K if submitted to furnish a report or other document that the
registrant foreign private issuer must furnish and make public under the laws of
the jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.

         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 Exchange 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
                                                 ---------

<PAGE>


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.



                                   PRECISION DRILLING CORPORATION



                                   Per: /s/ Jan M. Campbell
                                        -----------------------------
                                        Jan M. Campbell
                                        Corporate Secretary



Date:  April 13, 2004

<PAGE>

                            FORM 6-K EXHIBIT INDEX



Exhibit No.       The following items were mailed to registered shareholders
                  of Precision Drilling Corporation (the "Corporation") on
                  April 13, 2004.

1.       Notice of Annual and Special Meeting of Shareholders to be held on
         May 11, 2004

2.       Management Information Circular for the Annual and Special Meeting of
         Shareholders to be held on May 11, 2004

3.       Form of Proxy


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-20
<SEQUENCE>3
<FILENAME>ex1-form6k_041304.txt
<DESCRIPTION>EXHIBIT 1
<TEXT>

                                                                       EXHIBIT 1
                                                                       ---------



NOTICE OF THE ANNUAL AND
SPECIAL MEETING OF SHAREHOLDERS


NOTICE IS HEREBY given that the Annual and Special Meeting (the "Meeting") of
the Shareholders of Precision Drilling Corporation (the "Corporation") will be
held in the Devonian Room, at the Calgary Petroleum Club, 319 - 5th Avenue S.W.,
Calgary, Alberta, on the 11th day of May 2004, at the hour of 3:00 o'clock in
the afternoon (Calgary time) for the following purposes:

          1.  to elect Directors for the ensuing year;

          2.  to appoint Auditors for the ensuing year;

          3.  to approve the 2004 Stock Option Plan;

          4.  to transact such other business as may properly come
              before the Meeting or any adjournment thereof.

     The specific details of the matters proposed to be put before the Meeting
are set forth in the Management Information Circular accompanying and forming
part of this Notice.

     The Board of Directors have fixed the record date as of March 22, 2004 (the
"Record Date"). Only holders of Common Shares of record at the close of business
on March 22, 2004 are entitled to receive notice of the Meeting. Shareholders of
record will be entitled to vote those shares included in the list of
shareholders entitled to vote at the Meeting prepared as at the Record Date,
unless any such shareholder transfers his shares after the Record Date and the
transferee of those shares establishes that he owns the shares and demands, not
later than 10 days before the Meeting that the transferee's name be included in
the list of shareholders entitled to vote at the Meeting, in which case such
transferee shall be entitled to vote such shares at the Meeting.

     Shareholders of the Corporation who are unable to personally be present at
the aforesaid Meeting may date and sign the form of proxy accompanying this
Notice and return the same to the offices of Computershare Trust Company of
Canada, Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario,
M5J 2YI.

     Forms of Proxy, in order to be valid and acted upon at the said Meeting,
must be returned to the aforesaid offices of Computershare Trust Company of
Canada not less than 48 hours before the time fixed for holding the Meeting or
any adjournment thereof or with the Chairman of the Meeting prior to
commencement thereof.

     A copy of the Corporation's current Annual Report which includes its
Consolidated Financial Statements for the fiscal years ended December 31, 2003
and December 31, 2002, the Management Information Circular with respect to the
Meeting, the Corporation's Renewal Annual Information Form for the fiscal year
ended December 31, 2003, as filed with Canadian provincial securities
commissions and, under cover of an Annual Report on Form 40-F, with United
States Securities and Exchange Commission, and any interim financial statements
of the Corporation subsequent to the Financial Statements for the year ended
December 31, 2003, may be obtained by writing to Precision Drilling Corporation
to the attention of the Corporate Secretary, Suite 4200, 150-6th Avenue S.W.,
Calgary, Alberta T2P 3Y7. Dated at Calgary, Alberta this 6th day of April, 2004.
BY ORDER OF THE BOARD OF DIRECTORS,


/s/ Jan M. Campbell
- -----------------------
JAN M. CAMPBELL (signed)
Corporate Secretary


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-20
<SEQUENCE>4
<FILENAME>ex2-form6k_041304.txt
<DESCRIPTION>EXHIBIT 2
<TEXT>

                                                                       EXHIBIT 2
                                                                       ---------



MANAGEMENT INFORMATION CIRCULAR
for the Annual and Special Meeting of the Shareholders
to be held on May 11, 2004



SOLICITATION OF PROXIES BY MANAGEMENT

     THIS MANAGEMENT INFORMATION CIRCULAR (the "Circular") IS FURNISHED IN
CONNECTION WITH THE SOLICITATION OF PROXIES BY THE MANAGEMENT OF PRECISION
DRILLING CORPORATION (the "Corporation") to be used at the Annual and Special
Meeting of the Shareholders of the Corporation (the "Meeting") to be held in the
Devonian Room at the Calgary Petroleum Club, 319 - 5th Avenue S.W., Calgary,
Alberta, on the 11th day of May 2004 at 3:00 o'clock in the afternoon, (Calgary
time) and at any adjournment thereof, for the purposes set forth in the enclosed
Notice of Meeting accompanying this Management Information Circular. The
Corporation has retained, for a fee, the services of Georgeson Shareholder
Communications Canada Inc. ("Georgeson") to assist it in the solicitation of
proxies from shareholders of the Corporation for the Meeting. If you have any
questions about the information contained in this circular or require assistance
in completing your form of Proxy, please contact Georgeson at 1-866-800-6654. It
is expected that the solicitation will be done by mail, electronically, by
telephone or in person. The Corporation estimates that the costs which might be
incurred for such solicitation could be up to $80,000. The cost of solicitation
will be borne by the Corporation. The information contained herein, unless
otherwise specified, is given as of March 31, 2004.

APPOINTMENT AND REVOCATION OF PROXIES

     A SHAREHOLDER SUBMITTING A PROXY HAS THE RIGHT TO APPOINT A PERSON TO
REPRESENT SUCH SHAREHOLDER AT THE MEETING OTHER THAN HANK B. SWARTOUT OR DALE E.
TREMBLAY. TO EXERCISE THIS RIGHT THE SHAREHOLDERS MAY INSERT THE NAME OF THE
DESIRED REPRESENTATIVE IN THE BLANK SPACE PROVIDED THEREIN AND STRIKE OUT THE
OTHER NAMES OR SUBMIT ANOTHER APPROPRIATE FORM OF PROXY.

     Instruments of proxy must be deposited at Computershare Trust Company of
Canada, Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario,
M5J 2YI, not less than 48 hours before the time for holding the Meeting. A proxy
must be executed by the shareholder or his attorney authorized in writing or, if
such Shareholder is a corporation, under its seal or by an officer or attorney
thereof duly authorized.

     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, 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 or, if the Shareholder is a corporation, under
its corporate seal or by an officer or an attorney thereof duly authorized, and
deposited either with Computershare Trust Company of Canada at the address
described above at any time up to and including the last day of business
preceding the day of the Meeting or at any adjournment thereof, at which the
proxy is to be used, or with the Chairman of such meeting on the day of the
Meeting or adjournment thereof, and upon either of such deposits, the proxy
shall be revoked.

EXERCISE OF DISCRETION BY PROXIES

     The persons named in the enclosed form of proxy will vote the shares in
respect of which they are appointed in accordance with the direction of the
Shareholders appointing them. In the absence of such direction, such shares will
be

<PAGE>


voted, for the approval of the election of the nominees hereinafter set forth
as directors of the Corporation, for the re-appointment of KPMG LLP Chartered
Accountants as Auditors of the Corporation and for the approval of the 2004
Stock Option Plan. The enclosed form of proxy confers discretionary authority
upon the persons named therein with respect to any amendments or variations in
the matters outlined in the accompanying Notice of Meeting or any other business
which may properly come before the Meeting. The management of the Corporation
knows of no such amendments, variations or other business to come before the
Meeting other than the matters referred to in the Notice of Meeting.


VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

     As at March 31, 2004, the Corporation had outstanding 55,764,474 Common
Shares, each carrying the right to one vote per share. The record date for
determination of the persons entitled to receive notice of and attend and vote
at the Meeting is March 22, 2004. The Common Shares are the only class of voting
shares of the Corporation which are issued and outstanding. The directors and
senior officers of the Corporation do not know of any person or company
beneficially owning, directly or indirectly, Common Shares carrying more than
10% of the voting rights attached to all of the issued and outstanding Common
Shares of the Corporation.

CONSOLIDATED FINANCIAL STATEMENTS

     The consolidated financial statements of the Corporation for the fiscal
years ended December 31, 2003 and December 31, 2002 together with the report of
the Corporation and Auditors thereon, are included in the Annual Report which
has been mailed to the shareholders of the Corporation with this Circular.

PARTICULARS OF MATTERS TO BE ACTED UPON

1.   ELECTION OF DIRECTORS

     The affairs of the Corporation are managed by a board of directors who are
elected as provided under the Business Corporations Act (Alberta) for a term
expiring not later than the close of the next annual meeting of shareholders
following their election or until their successors are elected or they vacate
their office in accordance with the By-Laws of the Corporation. It is proposed
that eight directors will be elected to office at the Meeting. The persons named
in the enclosed form of proxy intend to vote for the election of the persons
named herein. Management does not contemplate that nominees will be unable to
serve as directors, but, if that should occur for any reason prior to the
Meeting, the persons named in the enclosed form of proxy reserve the right to
vote for other nominees at their discretion.

     The following table states the name of the proposed directors of the
Corporation together with all other positions and offices with the Corporation
now held by him, his principal occupation or employment, the year in which he
was first elected a director of the Corporation and the number of Common Shares
of the Corporation that he has advised are beneficially owned by him, directly
or indirectly, as of the date hereof.

<TABLE>
<CAPTION>
Name                      Principal Occupation of Employment                        Director Since       Shares Owned
- ----                      ----------------------------------                        --------------       ------------
<S>                       <C>                                                      <C>                   <C>
W.C. (MICKEY) DUNN        Chairman, True Energy Inc.                               September, 1992                800

ROBERT J. S. GIBSON       President, Stuart & Company Limited                           June, 1996             13,000

MURRAY K. MULLEN          Chairman, President and Chief Executive Officer          September, 1996             20,000
                          Mullen Transportation Inc.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Name                      Principal Occupation of Employment                        Director Since       Shares Owned
- ----                      ----------------------------------                        --------------       ------------
<S>                       <C>                                                      <C>                   <C>
PATRICK M. MURRAY         President and Chief Executive Officer                         July, 2002                 --
                          Dresser, Inc.

FRED W. PHEASEY           Executive Vice President                                      July, 2002                 --
                          National Oilwell, Inc.

ROBERT L. PHILLIPS        President and CEO                                                Nominee              1,000
                          BCR Group of Companies since March 2001. Prior to
                          that, from March 1999 to March 2001 Mr. Phillips
                          was Executive Vice President at MacMillan Bloedel
                          Limited; prior to that, from March 1998 to March
                          1999 Mr. Phillips was President and CEO of PTI
                          Group Inc.; prior to that, from April 1994 to
                          March 1998 Mr. Phillips was President and CEO of
                          Dreco Energy Services Ltd.

HANK B. SWARTOUT          Chairman of the Board, President and
                          Chief Executive Officer of the Corporation                    July, 1987           423, 929

H. GARTH WIGGINS          Principal, Kenway Mack Slusarchuk Stewart
                          Chartered Accountants                                    September, 1997              7,300
</TABLE>


2.   APPOINTMENT OF AUDITORS

     The nominees named in the enclosed form of proxy intend to vote for the
re-appointment of KPMG LLP, Chartered Accountants, as Auditors of the
Corporation to hold office until the next Annual Meeting of Shareholders. Should
for any reason the said firm be unwilling or unable to accept the
re-appointment, the nominees named reserve the right to vote for the appointment
of another auditor in their discretion.

3.   APPROVAL OF THE 2004 STOCK OPTION PLAN

     The Corporation established a new Stock Option Plan on February 11, 2004
(the "2004 Plan") which provides for the issuance of 1,518,955 Common Shares of
the Corporation arising from the exercise of options pursuant to the 2004 Plan.
A copy of the 2004 Plan is attached hereto as Schedule "B". The previous Stock
Option Plans of the Corporation (the "Previous Plans") provide for the issuance
of an aggregate of 3,966,711 Common Shares arising from to the exercise of
options granted pursuant to such Previous Plans. The total number of Common
Shares issuable arising from the exercise of options granted pursuant to both
the 2004 Plan and the Previous Plans total 5,485,666 which is less than 10% of
the outstanding share capital of the Corporation as at March 31, 2004.

     In accordance with policies of the Toronto Stock Exchange, it is proposed
that the 2004 Plan, in the form set forth in Schedule "B" hereto, be approved by
the Shareholders at the Meeting.

     The 2004 Plan does not allow for the repricing of Options and provides that
the maximum term of an option is 5 years. The 2004 Plan also provides that the
issuance of options to directors who are not also officers of the Corporation to
be capped at 0.5% of the issued and outstanding Common Shares of the
Corporation, in the aggregate to all such directors. The 2004 Plan also does not
allow options to be issued to the current Chairman, President and Chief
Executive Officer of the Corporation. The Corporation has six previously
approved stock option plans with an aggregate of 512,292 options remaining as at
March 31, 2004, of which 300,000 will be used to satisfy the

<PAGE>

Employment Agreement with the current Chairman, President and Chief Executive
Officer, explained in the "Compensation of the Chief Executive Officer" section
on page 11 of this Management Information Circular.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

AGGREGATE COMPENSATION

     During the financial year ended December 31, 2003, there were eight
Executive Officers of the Corporation who received, in aggregate, cash
remuneration of $5,667,928. For this purpose, "Executive Officers" means the
Chairman of the Board, President and Chief Executive Officer, and Vice
Presidents in charge of a principal business unit or function of the Corporation
or its subsidiaries.

INDIVIDUAL COMPENSATION

     The following table sets forth all annual and long-term compensation, in
Canadian dollars, of the individuals who were, at December 31, 2003, the Chief
Executive Officer and the next four most highly compensated Executive Officers
(collectively the "Named Executive Officers"), for the 2003, 2002, and 2001
financial years of the Corporation.

<TABLE>
<CAPTION>
                                      ANNUAL COMPENSATION                                          LONG-TERM COMPENSATION
                                      -------------------                                          ----------------------

                                                                                         AWARDS                     PAYOUTS
                                                                                         ------                     -------

                                                                                Securities    Restricted
                                                                      Other          under     Shares or                      All
                                                                     Annual   Options/SARs    Restricted       LTIP         Other
Name and                   Fiscal       Salary         Bonus   Compensation        Granted   Share Units    Payouts  Compensation
Principal Position(1)        Year          ($)        ($)(2)         ($)(3)            (#)           ($)        ($)        ($)(4)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>         <C>         <C>         <C>            <C>             <C>           <C>      <C>
SWARTOUT, HANK B.            2003      800,000     1,870,000                       200,000                                140,050
President and Chief          2002      550,000            --                       200,000                                157,000
Executive Officer            2001      550,000     2,200,000                       200,000                                154,880
- ---------------------------------------------------------------------------------------------------------------------------------
TREMBLAY, DALE E.            2003      250,000       500,000                            --                                     --
Senior Vice President
Finance and Chief            2002      250,000            --                        37,500                                     --
Financial Officer            2001      250,000       500,000                        37,500                                     --
- ---------------------------------------------------------------------------------------------------------------------------------
MCNULTY, MICHAEL J.          2003      194,000       400,000                        42,500                                     --
Senior Vice President        2002      170,000        90,000                            --                                     --
Operations Finance           2001      165,591       170,000                        22,500                                     --
- ---------------------------------------------------------------------------------------------------------------------------------
KING, JOHN R.                2003(5)   177,000       345,000                        60,000                                     --
Senior Vice President        2002           --            --                            --                                     --
Technology Services          2001           --            --                            --                                     --
- ---------------------------------------------------------------------------------------------------------------------------------
PETERS, DWAYNE E.            2003      160,000       225,000                            --                                     --
Senior Vice President        2002      160,000        90,000                        10,000                                     --
Canadian Drilling            2001      160,000       160,000                            --                                     --
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

Notes:

(1)  In addition to the above five Named Executive Officers, Larry J. Comeau,
     Senior Vice President Technology Services left the employ of the
     Corporation on March 14, 2003. For the period of January 1 to March 14,
     2003, his salary was $67,700 and he received a retirement allowance of
     $650,000.

(2)  The amounts listed are the bonus amounts earned during the year indicated
     and relate to performance criteria which was met for that year, but the
     cash amounts, if applicable are actually paid during the next year.

(3)  "Other Annual Compensation" did not exceed the lesser of $50,000 and 10% of
     the total annual salary and bonus of the Named Executive Officers.

(4)  Mr. Swartout is entitled to a retiring allowance established in 1996, which
     contemplates an amount equal to US $1,500,000 plus US $100,000 which is
     accumulated for each year commencing on April 30, 1996, and for ten years
     thereafter.

(5)  Amount reflects the period from March 14 to December 31, 2003.


OPTION/SAR GRANTS DURING FINANCIAL YEAR ENDED DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                                                       Market Value of
                             Securities             % of Total                   Securities Underlying
                                  Under           Options/SARs        Exercise     Options/SARs on the
                           Options/SARs   Granted to Employees   or Base Price           Date of Grant              Expiration
Name                     Granted (#)(1)      in Financial Year    ($/Security)         ($/Security)(2)                    Date
- ------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>              <C>                    <C>             <C>                            <C>
SWARTOUT, HANK B.               100,000                 24.04%           50.95                   50.95          December 31/10
                                100,000                 24.04%           50.82                   50.82          December 31/10
- ------------------------------------------------------------------------------------------------------------------------------
KING, JOHN R.                    60,000                 14.42%           49.28                   49.28             March 31/08
- ------------------------------------------------------------------------------------------------------------------------------
MCNULTY, MICHAEL J.              42,500                 10.22%           51.04                   51.04          December 31/07
- ------------------------------------------------------------------------------------------------------------------------------
TREMBLAY, DALE E.                    --                     --              --                      --                      --
- ------------------------------------------------------------------------------------------------------------------------------
PETERS, DWAYNE E.                    --                     --              --                      --                      --
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Notes:

(1)  Options are exercisable for Common Shares of the Corporation and, except
     for those issued to Hank Swartout after January 2001, vest over a four year
     period with a maximum term being five years. Options issued to Hank
     Swartout after January 2001 vest one year after the issue date and are
     exercisable until the earlier of December 31, 2010 or sixty days after he
     ceases to be employed full-time by the Corporation.

(2)  The exercise price of all stock options are based upon the closing price on
     the Toronto Stock Exchange on the most recent trading day preceding the
     date of the grant.


<PAGE>

SUMMARY COMPENSATION TABLE

Aggregated Option Exercises
During Financial Year Ended December 31, 2003
and Financial Year End Option Values

<TABLE>
<CAPTION>
                                                                                                  Value of Unexercised
                                                                             Unexercised                    in-the-Mon
                                Securities          Aggregate               Options/SARs                    Options at
                                  Acquired              Value           at Dec. 31, 2003                 Dec. 31, 2003
                               on Exercise           Realized           (#) Exercisable/              ($) Exercisable/
Name (1)                               (#)            ($) (2)              Unexercisable             Unexercisable (3)
- ----------------------------------------------------------------------------------------------------------------------
<S>                            <C>                  <C>                 <C>                      <C>
SWARTOUT, HANK B.                  100,000          4,050,000            896,033/200,000          15,147,627/1,173,000
- ----------------------------------------------------------------------------------------------------------------------
KING, JOHN R.                           --                 --                 --/ 60,000                  --/  448,200
- ----------------------------------------------------------------------------------------------------------------------
MCNULTY, MICHAEL J.                  6,250            184,375             29,500/ 60,000             492,650/  318,975
- ----------------------------------------------------------------------------------------------------------------------
TREMBLAY, DALE E.                       --                 --            105,193/ 75,000           2,820,097/  358,875
- ----------------------------------------------------------------------------------------------------------------------
PETERS, DWAYNE E.                   18,750            545,509             20,000/ 20,000             339,000/  227,300
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

Notes:

(1)  In addition to the five Named Executive Officers, Larry J. Comeau, Senior
     Vice President Technology Services acquired 95,000 securities upon exercise
     of options with $1,978,500 being the aggregate value received.

(2)  This amount is calculated by multiplying the number of Common Shares under
     options exercised, by an amount equal to the difference between the market
     value of the Common Shares on the date of exercise and the exercise price
     of those options.

(3)  This amount has been calculated by multiplying the number of Common Shares
     under options (the "In-the-Money Options") owned by the Named Executive
     Officer which have an exercise price of less than $56.75 (being the closing
     price of the common shares on December 31, 2003) by the difference between
     $56.75 and the exercise price of those In-the-Money Options.

LONG TERM INCENTIVE PLANS

     Other than the Corporation's Employee Stock Option Plans, details of which
are provided below, the Corporation does not have any plans which provide
compensation intended to serve as an incentive for performance to occur over a
period longer than one year.

EMPLOYMENT CONTRACTS

     Employment contracts have been entered into with all of its five Named
Executive Officers.

     The original agreement with Hank B. Swartout provided for an annual base
salary of at least $550,000 and an increase to be negotiated based on the base
salary of the Chief Executive Officers of similar corporations. As of January 1,
2003 the CEO's salary was increased to $800,000. There is a provision for bonus
in an amount based upon certain parameters established by the directors which
are subject to a cash value added calculation up to a maximum of four times the
base salary for the applicable year. The agreement provides for the issuance of
options to purchase common shares of the Corporation on the basis of 100,000
options each six months commencing effective January 1, 2001 and ending July 1,
2005 and will vest after a one year period and be exerciseable until the earlier
of December 31, 2010 or 60 days after he ceases to be employed full time by the
Corporation. In addition, that agreement provides that upon termination of his
employment; (i) as a result of a hostile takeover bid he shall be entitled to
compensation equal

<PAGE>

to four times the Best Year; and (ii) as a result of termination without cause
or a change of control of the Corporation, (except pursuant to a hostile
takeover bid), he shall be entitled to compensation equal to three times the
Best Year; and, (iii) in any event, a Retirement Allowance equal to US
$1,500,000 plus a separate amount of US $100,000 which is to be accumulated each
fiscal year commencing April 30, 1996, and for a period of 10 years thereafter.
For the purposes of the foregoing, "Best Year" means, the amount equal to the
highest amount paid (or payable) with respect to basic salary plus bonus for any
one year during the last three years prior to the termination date.

     The agreements with Dale E. Tremblay and Michael J. McNulty provides for a
base salary, benefits, bonuses and stock options to be determined by the
Corporation, from time to time, and also provide for a retirement allowance
equal to one and one-half times the Best Year Amount plus one-twelfth of the
Best Year Amount for each full year from the effective date of service to the
date of termination of employment, up to a maximum of one-half of the Best Year
Amount, and acceleration of all outstanding options in the event of termination
without cause after a change of control. The maximum retiring allowance would be
equal to two times the Best Year Amount after six years of employment from the
effective date of service. The "Best Year Amount" means the highest annual base
salary during any of the three most recent calendar years and the highest amount
of the bonus attributable to the Executive for any one year during the three
calendar years prior to the year of termination. In addition, the agreement also
provides for a payment of one and one-half times the Average Year Amount plus
one-twelfth the Average Year Amount for each full year of employment from the
effective date of service up to a maximum of one-half of the Average Year Amount
in the event of termination without cause prior to a change of control. The
maximum retiring allowance would equal two times the Average Year Amount after
six years of employment from the effective date of service in the event of
termination without cause prior to a change of control. The "Average Year
Amount" means the annual base salary for the year during which the employment of
the Executive is terminated and the simple average amount of the bonuses
attributable to the Executive for the three years immediately preceding the year
during which the employment of the Executive is terminated. The definitions
"Average Year Amount" and "Best Year Amount" are to be in force for the duration
of time that the Executive's bonus is determined utilizing the measurement of
Cash Value Added ("CVA"). Should the method of measurement differ from CVA in
the future, this definition will be reviewed and may be altered by reducing to
two years from three years for the bonus calculation upon the approval of the
Chief Executive Officer and the Chairman of the Compensation Committee of the
Board of Directors.

     The agreement with John R. King provides for a base salary, benefits,
bonuses and stock options to be determined by the Corporation, from time to
time, and also provide for a retirement allowance equal to two times the Best
Year Amount plus one-twelfth of the Best Year Amount for each full year from the
effective date of service to the date of termination of employment, up to a
maximum of one-half of the Best Year Amount, and acceleration of all outstanding
options in the event of termination without cause after a change of control. The
maximum retiring allowance would be equal to two and one-half times the Best
Year Amount after six years of employment from the effective date of service. In
addition, the agreement also provides for a payment of two times the Average
Year Amount plus one-twelfth the Average Year Amount for each full year of
employment from the effective date of service up to a maximum of one-half of the
Average Year Amount in the event of termination without cause prior to a change
of control. The maximum retiring allowance would equal two and one-half times
the Average Year Amount after six years of employment from the effective date of
service in the event of termination without cause prior to a change of control.
The definitions "Average Year Amount" and "Best Year Amount" are to be in force
for the duration of time that the Executive's bonus is determined utilizing the
measurement of CVA should the method of measurement differ from CVA in the
future, this definition will be reviewed and may be altered by reducing to two
years from three years for the bonus calculation upon

<PAGE>

the approval of the Chief Executive Officer and the Chairman of the Compensation
Committee of the Board of Directors.

     The employment agreement for Dwayne E. Peters provides for a base salary,
benefits, bonus and stock options to be determined by the Corporation from time
to time and also provides a payment of 24 months base salary plus two times his
most recent bonus amount, and acceleration of all outstanding options in the
event of termination without cause after a change of control.

COMPOSITION AND ROLE OF THE COMPENSATION COMMITTEE

     The Corporation's executive compensation program (the "Compensation
Program") is governed by the Compensation Committee of the Board of Directors of
the Corporation (the "Compensation Committee"). The Compensation Committee has,
as part of its mandate, responsibility for remuneration of the executive
officers of the Corporation and also evaluates the performance of the
Corporation's Chief Executive Officer ("CEO") and reviews the design and
competitiveness of the Corporation's Compensation Program. During 2003, the
members of the Compensation Committee were W.C. (Mickey) Dunn and Murray K.
Mullen, both of whom are independent outside directors and, neither of them are,
nor ever have been, employees of the Corporation. The Compensation Committee
meets at least twice annually or more often as needed. The Compensation
Committee met five times in 2003.

COMPENSATION COMMITTEE REPORT

     The compensation of the executive officers by the Corporation is determined
on the basis of several factors, including competitive compensation within the
international drilling and oilfield service industry, individual performance and
overall corporate performance. Competitive compensation is measured using
benchmarks of peer group companies and periodic reviews of compensation surveys.
The compensation package consists of four elements: base salary, bonuses, stock
options and benefits. In addition, under the terms of the employment agreement
with the Chief Executive Officer, described on page 7 of this Management
Information Circular, he will receive a retiring allowance.

     The Corporation's approach to executive compensation is based on a report
obtained by the Compensation Committee in November 2000 from an independent
global human resources consultant (the "Consultant") which provided total
compensation information for chief executive officers and chief financial
officers of 20 public companies in Canada and the United States. The Consultant
also provided the Compensation Committee with a report on long-term incentive
strategies.

BASE SALARY

     The Compensation Committee believes that overall levels of compensation
should be tied to corporate performance. Accordingly, base salaries for each of
the executive officers are established at or under the median level for similar
positions in companies of comparable size within the international drilling and
oilfield service industry.

BONUS POOL

     In addition to base salaries, executive officers may be eligible to
participate ("Eligible Executives") in a CVA Bonus Plan (the "Plan"). The amount
available for the payment in the Plan is based primarily upon a cash value added
amount which is calculated pursuant to a specific formula which has been
approved by the Compensation Committee. The formula starts with determining a
base amount of cash earnings of the Corporation for a particular fiscal year,
with

<PAGE>

base earnings determined by an appropriate return on the capital employed by the
Corporation during that year (the "Basic Return Amount"). If the actual cash
earnings of the Corporation exceed the Basic Return Amount, that excess amount
of cash earnings then becomes the amount of cash value added (the "CVA Amount").
The general bonus pool for Eligible Executives will only be established if there
is a CVA Amount. If an acceptable return on capital employed is not earned in a
particular year (therefore, there being no CVA Amount), there is no bonus pool
available to be distributed to the Eligible Executives. If there is a CVA
Amount, the Compensation Committee determines, on a yearly basis, what
percentage of the CVA Amount will be available for the bonus pool and what
percentage of that bonus pool shall be available to each Eligible Executives. In
each case those percentages are at the discretion of the Compensation Committee,
based upon the following guidelines: (i) Chief Executive Officer - the maximum
bonus payable to the CEO shall be 50% of the bonus pool or a maximum of four
times the base salary of the CEO; (ii) Other Eligible Executives - the balance
of the bonus pool may be payable to the Eligible Executives who can receive a
maximum of two times their base salary. In each case the percentages to be paid
are at the discretion of the Compensation Committee.

     The CVA Amount with respect to the 2001 fiscal year was determined to be
$225,000,000 and the Compensation Committee set the bonus pool at 3.2% of the
CVA Amount or $7,200,000 with the Chief Executive Officer being entitled to
$2,200,000, which was equal to four times the base salary of the CEO, which
amount was paid to the CEO as a bonus in 2002. There was no CVA Amount for the
2002 fiscal year, therefore there was no bonus pool available to the Eligible
Executives of the Corporation paid out in 2003. In 2003, the Corporation set the
bonus pool at 3.2% of the CVA Amount. The Corporation generated a CVA of
$97,356,000 and established the CVA bonus pool at $3,115,392. The Chief
Executive Officer's portion was established at $1,870,000, which is more than
the 50% of the bonus pool, but less than four times the base salary of the Chief
Executive Officer. The balance being $1,245,392 was paid to the three other
Eligible Executives. In addition to the foregoing, the Compensation Committee
can approve discretionary bonuses to certain individuals, notwithstanding the
CVA Amount. No discretionary bonuses were issued to Eligible Executives in 2003.

STOCK OPTIONS

     The allocation of stock options and the terms thereof are designed to be an
integral component of the compensation package.

     The Corporation has stock option plans for employees generally. The
Corporation has a number of plans which are all essentially the same with the
exception of the number of options which may be granted pursuant to each plan.
The reason for the various plans arise from the rules of the Toronto Stock
Exchange which require a set number of shares to be stated in a stock option
plan. The Corporation has always had less than 10% of its issued and outstanding
shares available to be issued pursuant to the stock option plans. The
Corporation has historically created a new stock option plan as more shares
become available to be issued pursuant to options, the total number of which
(aggregating all of the plans) are slightly less than 10% of the issued and
outstanding shares of the Corporation. No shares of the Corporation may be
issued pursuant to any newly created stock option plan until such plan has been
approved by the shareholders of the Corporation.

     Options are issued pursuant to stock option agreements which are entered
into with each employee separately and in all cases, except for the Chief
Executive Officer, options which have been granted expire on or about the fifth
anniversary date of the award date and generally 25% (on a cumulative basis) may
be exercised each year by the employee. The purchase price of common shares upon
exercise of an employee option will be the market value of such shares based
upon the closing price of the common shares on the Toronto Stock Exchange of the
Corporation on the

<PAGE>

trading day immediately preceding the award. Options issued to the Chief
Executive Officer are described under the heading "Compensation of the
President" below.

     Although, all of the stock option agreements previously entered into with
employees of the Corporation, other than recently with the Chief Executive
Officer, expire on or about the fifth anniversary date after the date of grant
of the option, all Stock Option Plans, previous to the 2003 Stock Option Plan,
did allow for an expiry date of up to ten years from the date of the grant of
the option. The Board of Directors has amended all Stock Option Plans in
existence, and which are previous to the 2003 Stock Option Plan, to provide that
any stock options issued pursuant to such plans after December 31, 2003 shall
expire on a date which is no later than eight years after the date of grant of
the option. The 2004 Stock Option Plan specifically provides that any options
issued pursuant to such plan shall expire on a date which is no later than five
years after the grant of the option pursuant to such plan.

     As at December 31, 2003, the Corporation had issued options to purchase a
total of 3,393,194 Common Shares of the Corporation pursuant to the various
stock option plans of which 2,038,198 of those options had vested at that time.

     With the exception of the Chief Executive Officer, stock options are
granted to the executives of the Corporation at the discretion of the Chief
Executive Officer in consultation with the Compensation Committee.

BENEFITS

     The benefits package available to the executive officers of the Corporation
is the same as that offered to all full-time employees of the Corporation and
its subsidiaries. In addition to group benefits, executive officers are also
covered for additional accidental death and dismemberment benefits.

     The Corporation's overall benefits package is competitive and, based on
surveys that the Corporation has participated in, is in the top quartile on plan
design and cost sharing arrangements. The Corporation pays all core benefits and
the employees pay the full amount of long term disability premiums and for any
optional benefits.

     The benefits package for the Named Executive officers includes basic term
life insurance and dependent life insurance, accidental death and dismemberment,
dental, extended health care for drugs and eyeglasses, short and long term
disability, and an employee assistance program. In addition, the Corporation
contributes to a group Registered Retirement Savings Plan and a defined
contribution pension plan with contributions of up to 5% of base salary.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

     The Compensation of the Chief Executive Officer of the Corporation (the
"CEO") arises from a report received November 2000 from an independent global
human resources consultant which provided total compensation information for
chief executive officers and chief financial officers of 20 public companies in
Canada and the United States and accordingly, pursuant to which an Employment
Agreement was entered into on January 1, 2001 with a term of five years (the
"CEO Agreement").

     The CEO Agreement was entered into at the time that the Board of Directors
had agreed to a new direction for the Corporation which contemplated a
substantial ongoing investment in the Technology Services segment which would
require a significant increase in research and development expenditures to allow
for new and improved downhole tool technology and to also allow for a worldwide
geographical expansion with respect to the Technology Services segment.

     The Board of Directors of the Corporation was of the view that this
strategic direction would take a number of years before any meaningful results
would be achieved and during that time the Corporation would have to commit to
significant capital expenditures as well as a commitment from the CEO.

<PAGE>

     Those factors, coupled with the cyclical nature of the international oil
and gas well services industry and risks involved in developing new or improved
technology, led the Board to recognize that the cash value added formula could
give rise to a substantial reduction in the bonus pool available to the CEO and
the other Eligible Executives. That being the case, a higher relative weight was
given to the issuance of stock options to provide incentive to the CEO over a
longer period which the Board was of the view was necessary to carry out and
complete this new strategic direction.

     The CEO Agreement contemplates a base salary of $550,000, which was subject
to an annual review under the terms of the CEO Agreement. For the 2002 fiscal
year the Compensation Committee determined that the similar companies to the
Corporation were BJ Services Company, Smith International, Inc., Weatherford
International Inc., Baker Hughes Incorporated and Pride International Inc. Based
on that review, it was determined that the base salary for the CEO for 2002
should be $800,000, however, during 2002, the CEO was paid a base salary of
$550,000. The CEO declined the $250,000 salary adjustment for 2002. The bonus
payable to the CEO is described under the "Bonus Pool" section above. The stock
options issuable to the CEO have been set on the basis of a grant of 100,000
options every six months for the five year period commencing January 1, 2001 and
ending July 1, 2005. More specific terms of that agreement are described under
"Employment Agreements" above. As of January 1, 2003, the CEO's salary was
increased to $800,000.


Presented by the Compensation Committee.
Murray K. Mullen
W.C. (MICKEY) DUNN


COMPENSATION OF THE DIRECTORS

     The Board, through its Compensation Committee, periodically reviews the
adequacy and form of compensation for its directors. The Board considers time
commitment, comparative fees, responsibilities and potential liabilities in
determining remuneration. During the 2003 fiscal year, compensation was in the
form of an annual fee payment of US$16,000 and meeting fees of US$1,000 per
meeting for attendance in person and US$500 for attendance by telephone. The
Chairman of each committee is also entitled to a yearly honorarium of US$5,000.
For directors required to travel more than three hours by air to board or
committee meetings, a travel allowance of US$1,000 is paid. In addition, each
non-executive director has been granted options to purchase common shares of the
Corporation ("Options") at market price at the time of the grant.

     There is no particular agreement with respect to the issuance of Options to
non-executive directors. Options were first issued to non-executive directors in
1999 on the basis of 15,000 Options to each non-executive director, vesting at
5,000 Options per year with all Options expiring in five years from the date of
the grant. A further 5,000 Options were issued to each non-executive director in
2000 and 2001, which Options vested in one year and had an expiry of five years
from the date of the grant. In 2002, Options to purchase 20,000 common shares of
the Corporation were issued to Fred W. Pheasey and Patrick M. Murray at the time
they were appointed as new directors of the Corporation. Those Options vested at
5,000 per year for a four year period and expired five years from the date of
the grant. No Options were issued to any other directors in 2002 or 2003. In all
cases the exercise price for Options issued was the closing price on the Toronto
Stock Exchange on the day prior to the grant. In addition, the 2004 Plan also
provides that the issuance of options to directors who are not also officers of
the Corporation to be capped at 0.5% of the issued and outstanding Common Shares
of the Corporation, in the aggregate to all such directors.


<PAGE>

CORPORATE GOVERNANCE

     The Toronto Stock Exchange Committee on Corporate Governance has issued a
series of proposed guidelines for effective corporate governance (the "TSX
Report") which the Toronto Stock Exchange has adopted. The Corporation is
required to disclose certain specified corporate governance information with
reference to the TSX Report. The guidelines address items such as the
constitution and independence of corporate boards, the functions to be performed
by boards and their committees and the effectiveness of education of boards. The
report of the Corporate Governance Committee which compares the corporate
governance practices of the Corporation to the guidelines set forth in the TSX
Report is set out in Schedule "A" hereto.

     The Board of Directors of the Corporation believes that sound corporate
governance practices are essential to the effectiveness of the Corporation and
these practices should be reviewed regularly.

MANDATE OF THE BOARD

     The Corporation's Board of Directors are stewards of the organization. As
such they have a responsibility to oversee the conduct of the business and to
provide direction to management and ensure all major issues affecting the
business affairs of the organization are given proper consideration.

     With the assistance of senior management, who report on the risks of the
Corporation's business, the Board considers, and has input into, the assessment
and management of those risks on a regular basis.

     The Board takes responsibility for appointing the Chief Executive Officer
and is consulted on the appointment of other senior officers and is also
responsible for the consideration of succession issues. The Board, through the
Compensation Committee, formally reviews the Chief Executive Officer's
remuneration and performance. Senior management participates in appropriate
professional and personal development activities, courses and programs on a self
directed basis and the Board supports management's commitment to training and
development of all employees.

     The Board requires accurate, timely and effective communication to the
Corporation's shareholders. Regular news releases are made at least quarterly
which report quarterly and annual results. Supplemental releases are made
highlighting material facts and updating the Corporation's activities. The Board
currently delegates this ongoing reporting responsibility to management. The
Board, in conjunction with its Audit Committee, assesses the integrity of the
Corporation's internal controls and management.

BOARD COMPOSITION AND COMMITTEES

     The Board is currently composed of seven members. The Board has appointed
three committees, the Audit Committee, the Compensation Committee and the
Corporate Governance and Nominating Committee.

     During 2003, the Corporation held seven Board meetings, of which six of the
seven Directors attended all seven meetings and one Director attended six of the
seven meetings. During 2003, five Compensation Committee Meetings, four
Corporate Governance and Nominating Committee Meetings and six Audit Committee
meetings were held. All respective Committee Members attended all of their
respective Committee meetings.

     In addition to the above-described meetings, the Corporation held an
all-day strategy session in September 2003, attended by all the Directors. The
Directors meet annually to review and approve the operating and capital budget
of the Corporation.

     The Corporation is required to have an Audit Committee. The directors who
are currently members of that Committee are Robert J.S. Gibson, Patrick M.
Murray and H. Garth Wiggins all of whom are not members of management. The
Compensation Committee members include W.C. (Mickey) Dunn and Murray K. Mullen.
The Corporate Governance Committee members include W.C. (Mickey) Dunn, Robert
J.S. Gibson and Fred W. Pheasey.

<PAGE>

     The Audit Committee is responsible for reviewing the Corporation's
financial reporting procedures, internal controls and the performance of the
external auditors. The members of the Audit Committee have direct access to the
external auditors.

     The Compensation Committee reviews the performance and recommends the
remuneration of the Chief Executive Officer and reviews the overall remuneration
and personnel policies developed by management.

     The Corporate Governance and Nominating Committee has the general
responsibility for developing and monitoring Precision's approach to corporate
governance matters and is responsible for recommending to the Board its size,
composition and membership, succession planning for Directors and Board
Committee structure.

SARBANES-OXLEY INITIATIVES

     The U.S. Sarbanes-Oxley Act has mandated numerous changes in how companies
govern themselves and disclose information. Precision Drilling Corporation is
now subject to new U.S. rules arising from the Sarbanes-Oxley Act due to the
fact that it is listed on the New York Stock Exchange ("NYSE").

     One of the requirements arising out of the Sarbanes-Oxley Act is that
companies such as Precision must have their Chief Executive Officer and Chief
Financial Officer certify that the Corporation has designed disclosure controls
and procedures to ensure that material information relating to Precision is made
known to the Securities and Exchange Commission and to the public generally.

     In order to meet the new legislative requirements and allow the Chief
Executive Officer and the Chief Financial Officer to make the appropriate
certification, a disclosure committee of certain senior management personnel of
the Corporation has been formed in order to oversee, on a continuous basis, the
new disclosure requirements.

     The mandate of the Disclosure Committee is to oversee disclosure controls
and procedures which are designed to ensure timely collection and evaluation of
financial and non-financial information; capture information that is relevant to
an assessment of the need to disclose developments and risks that pertain to the
company's businesses; and cover information that must be evaluated in the
context of the disclosure requirement of the U.S. Securities Exchange Act Rule
12b-20, which provides that "in addition to the information expressly required
to be included in a statement or report, there shall be added such further
material information, if any, as may be necessary to make the required
statements, in the light of the circumstances under which they were made, not
misleading".

     The Disclosure Committee addresses the evaluation of the disclosure
controls, which evaluation will review the performance of the disclosure process
in terms of identified weaknesses and mistakes as well as evaluating ways that
the Corporation's systems can grow and evolve with its business so that
weaknesses do not arise in the future.

     In addition to the Sarbanes-Oxley Act, the New York Stock Exchange has also
mandated additional corporate governance requirements for corporations listed
thereon. As a Canadian company listed on the NYSE, the Corporation is not
required to comply with most corporate governance listing standards and instead
may comply with domestic requirements. However, the Corporation has voluntarily
chosen to adopt corporate governance practices that comply with NYSE corporate
governance listing standards in all respects. The requirements include, among
others, a requirement to have audit, corporate governance and nominating and
compensation committees of the board of directors and that such committees
establish charters that state each of those committees' roles and
responsibilities. As well, the corporate governance and nominating committee is
to establish corporate governance guidelines and ethics policies that relate to
overall board and corporate management.

     In response thereto, each of the Corporate Governance and Nominating
Committee, the Compensation Committee and the Audit Committee has reviewed and
revised its charter to include any Sarbanes-Oxley Act or new requirements of the
New York Stock Exchange. The revised charters for each of those committees,
along with the Code of Ethics

<PAGE>

Acknowledgement and Affirmation, and the Code of Business Conduct and Ethics are
posted on the Corporation's website at www.precisiondrilling.com.

     Additionally, the Corporate Governance and Nominating Committee has a
mandate to ensure that there is a process to allow all levels of employees
access to appropriate Board members to bring "Whistleblower" issues to the Board
which are not being adequately dealt with by management of the Corporation. The
Audit Committee has been given the authority and has established a process for
the confidential receipt and handling of employer complaints (Whistleblower
Hotline).

     The New York Stock Exchange has also mandated that each of the members of
the Corporate Governance and Nominating, the Compensation and Audit Committees
must be "independent" directors (as defined under the NYSE listing standards).
Additionally, with respect to the Audit Committee, the Corporation discloses
that at least one of those members must qualify as an "Audit Committee financial
expert".

INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS

     There were no material interests, direct or indirect, of directors and
senior officers of the Corporation, nominees for director, any shareholder who
beneficially owns more than 10% of the shares of the Corporation, or any known
associate or affiliate of such persons, in any transaction since the
commencement of the Corporation's last completed financial year, or any proposed
transaction which has materially affected or would materially affect the
Corporation or any of its subsidiaries.

INTEREST OF CERTAIN PERSONS AND COMPANIES IN MATTERS TO BE ACTED UPON

     Management of the Corporation is not aware of any material interest of any
director or nominee for director, or senior officer or any one who has held
office as such since the beginning of the Corporation's last financial year or
any associate or affiliate of any of the foregoing in any matter to be acted on
at the Meeting except as disclosed herein.

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 the light of the circumstances in which it
is made.

     DATED at Calgary, Alberta this 6th day of April, 2004.



               /s/ Hank B. Swartout                    /s/ Dale E. Tremblay
               -------------------------               -------------------------
               HANK B. SWARTOUT (signed)               DALE E. TREMBLAY (signed)
               Chief Executive Officer                   Chief Financial Officer


<PAGE>


1. The Board should explicitly assume responsibility for the stewardship of the
Corporation.

YES

Pursuant to the formal Strategic Plan of the Corporation the Board of Directors
(the "Board") has a formal mandate with the responsibility for the stewardship
of the Corporation, which it seeks to discharge by establishing policy along
with providing leadership to management and an appropriate level of supervision
of these policies.

     a)   Adoption of a strategic planning process.

YES

The Board has established a formal strategic planning process that is reviewed
on an annual basis at a special meeting of the Board and Senior Management at
which the concepts of the strategic plan are adopted.

     b)   Identification of principal risks and implementing risk management
          systems.

YES

The Board identifies and considers the risks in the operations of the business
of Precision and establishes policies as to how to monitor and manage those
risks. In addition, the Board receives quarterly environmental reports, reports
on legal issues and compliance reports.

     c)   Succession planning and monitoring senior management.

YES

The Corporate Governance and Nominating Committee annually reviews the adequacy
of the Corporation's succession plan. The Compensation Committee formally
evaluates the performance of the Chief Executive Officer ("CEO") and sets
specific goals for the Corporation and the CEO to meet, all of which is
subsequently reviewed by the Board.

     d)   Communication policy.

YES

The Corporation has a written communication policy pertaining to dealing with
the media and with respect to all continuous disclosure and public reporting
requirements to its shareholders and the investment community. Issues arising
from this Communication Policy are dealt with by a committee of officers of the
Corporation consisting of the Chief Executive Officer, the Chief Financial
Officer, the Senior Vice President Operations Finance, the Vice President and
Chief Accounting Officer, the Corporate Secretary, and legal counsel. The
disclosed information is released through newswire services, the internet
website and mailings to shareholders.

     e)   Integrity of internal control and management information systems.


<PAGE>

YES

The integrity of the Corporation's internal control and management information
systems is monitored by the Board and its committees. The Audit Committee is
responsible for reviewing internal controls over accounting and financial
reporting systems. Quarterly financial presentations are made to the Audit
Committee. The Audit Committee receives direct reports from the external
auditors of the Corporation which includes discussion without the presence of
management.


2.   Majority of directors should be unrelated.

YES

Six of the seven directors of the Corporation are independent and unrelated. An
"unrelated" director under the guidelines is a director who is independent from
management and is free from any interest or 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. A "related"
director under the guidelines is a director who is not an unrelated director.
The Corporation does not have a significant shareholder.

3.   Disclosure for each Director, whether he or she is related, and how that
     conclusion was reached.

YES

The Board is responsible for determining whether or not each director is an
unrelated director. To do this, the Board analyzes the relationship with each of
the directors with the Corporation. Mr. Hank B. Swartout, who is the Chairman
and Chief Executive Officer of the Corporation is a related director. The
remaining directors, being W.C. (Mickey) Dunn, Robert J.S. Gibson and H. Garth
Wiggins, Fred W. Pheasey and Patrick M. Murray are all unrelated directors.

4.   a) Appointment of a committee responsible for appointment/assessment of
     Directors.

YES

The Corporate Governance and Nominating Committee has a mandate to:

o    make recommendations to the Board with respect to nominees to the Board of
     Directors;

o    assess the effectiveness of the Board and of Committees;

o    recommend committee members and the chair of committees;

o    develop and maintain appropriate orientation programs for new directors;

o    monitor procedures to ensure that the Board can function independently of
     management;

o    ensure that there is a process in place to allow all levels of employees
     access to the Board to bring "Whistleblower" issues to the Board which are
     not being adequately dealt with by Management of the Corporation;

<PAGE>

o    ensure that the Board is made aware of current and evolving legislation,
     regulations and guidelines relating to applicable corporate governance
     issues; and

o    establish procedures to enable individual Directors to engage outside
     advisors under appropriate circumstances.

     b)   Comprised exclusively of non-management directors, a majority of whom
          are unrelated.

YES

Precision's Corporate Governance and Nominating Committee is mandated to be
comprised exclusively of non-management directors.


5.   Implement a process for assessing the effectiveness of the Board, its
     committees and individual directors.

YES

Precision's Corporate Governance and Nominating Committee has the mandate to
periodically review the effectiveness of the Board and its committees and does
carry out such review on an annual basis.

6.   Provide orientation and education programs for the new recruits to the
     Board.

YES

The current practice requires the Corporate Governance and Nominating Committee
to provide an orientation for new Board members. The process of education and
orientation has been formalized by adoption of a Director's manual to assist in
that formal orientation program.

7.   Consider the size of the Board, with a view to improving effectiveness.

YES

Precision's Corporate Governance and Nominating Committee has the ongoing
mandate of assessing the size of the Board and its composition to determine
whether it has all of the necessary constituents for effective decision making.
This review is carried out annually. Precision's present Board size of seven
members brings the necessary skills and experience to Board decision making to
form an effective decision making body. In addition, the Board has instituted a
policy of term limits of fifteen (15) years on the Board and age limits of
seventy (70) years.

8.   Review of compensation of Directors in light of risks and responsibilities.

YES

The Compensation Committee is mandated to review and recommend to the Board the
remuneration for Directors.

9.   a)   Committees should be generally composed of non-management directors.

<PAGE>

YES

The three committees of the Board are comprised solely of non-management
members.

     b)   Majority of committee members should be unrelated. YES

All of the committee members are unrelated.

10.  Appoint a committee responsible for approach to Corporate Governance
      issues.

YES

The Corporate Governance and Nominating Committee is mandated to be responsible
to the Board for governance of the Corporation, including: o the Corporation's
approach to Corporate Governance issues; and o the relationship of the Board to
management.

11.  a)   Define limits to management's responsibilities by developing
           mandates for: i) the Board; and ii) the CEO.

YES

The Board has an express mandate. The CEO's limits of authority are clearly
defined. A special committee of the Board must approve all decisions involving
unbudgeted expenditures in excess of $2 million or expenditures in excess of $2
million over budgeted amounts up to no more than $8 million with respect thereto
and any expenditures in excess of $8 million over budgeted amounts will be
approved by the full Board. The CEO's annual goals and objectives constitute his
mandate on a year to year basis.

     b)   Board should approve CEO's objectives.

YES

The Board approves the general strategic objectives of the Corporation at the
annual strategic planning session. Based thereon the Compensation Committee
approves the CEO's specific objectives on an annual basis. These objectives are
considered and adopted by the Board.

12.  Establish procedures to enable the Board to function independently of
     management.

YES

While the Corporation does not have a chair separate from management, the Board
is confident that it has in place proper procedures to enable it to function
independently of management. To further reinforce independence, the Board

<PAGE>

appoints a Lead Director from the independent and unrelated Directors present at
each regularly held in-camera session. The Lead Director is responsible for
developing the agenda for, and presiding over in-camera sessions and acting as
principal liaison between the non-management Directors and the CEO on matters
dealt with during the in-camera session. The Corporate Governance and Nominating
Committee ensures:

o    reporting and communication is established and maintained between the CEO
     and the Board of Directors; and

o    all proper business requiring consideration of the Board of Directors is
     brought forward to its meetings.

13.  a)   Establish an Audit Committee with a specifically defined mandate.

YES

Precision's Audit Committee has the mandate to:

i)   review the Corporation's annual and interim financial statements and
     certain other required public disclosure documents;

ii)  make recommendations regarding the appointment of independent auditors;

iii) review the nature and scope of the annual audit;

iv)  meet with the Corporation's external auditors and review management's
     response to any issues arising from the annual audits of the Corporation;
     and

v)   oversee the Corporation's financial reporting procedures and review the
     internal accounting control systems for the Corporation with the auditors
     and management.

     b)   All members should be non-management Directors.

YES

The Corporation's Audit Committee, by its mandate, cannot have management
directors as members.

14.  Implement a system to enable individual Directors to engage outside
     advisors at the Corporation's expense.

YES

Individual Directors can engage outside advisors with the authorization of the
Corporate Governance Committee.

PRECISION DRILLING CORPORATION
2004 STOCK OPTION PLAN
(EFFECTIVE AS OF FEBRUARY 11, 2004)

1.   PURPOSE

     The purpose of this 2004 Plan is to provide an incentive to the officers,
employees and directors of Precision Drilling Corporation (the "Corporation") or
any of its subsidiaries to achieve the longer term objectives of the
Corporation, to give suitable recognition to the ability and industry of such
persons who contribute materially to the success of the Corporation and to
attract to, and retain in, the employ of the Corporation, persons of experience
and ability, by providing them with the opportunity to acquire an increased
proprietary interest in the Corporation.

<PAGE>

2.   DEFINITIONS

     When used in this 2004 Plan, unless there is something in the subject
matter or context inconsistent therewith, the following words and terms shall
have the respective meanings ascribed to them as follows:

     (a)  "BOARD OF DIRECTORS" means the Board of Directors of the Corporation;

     (b)  "COMMON SHARES" means the Common Shares of the Corporation and any
          shares or securities of the Corporation into which such Common Shares
          are changed, converted, subdivided, consolidated or reclassified;

     (c)  "CORPORATION" means Precision Drilling Corporation and any successor
          corporation and any reference herein to action by the Corporation
          means action by or under the authority of its Board of Directors or a
          duly empowered committee appointed by the Board of Directors;

     (d)  "MARKET VALUE" means the per share closing price for the Common Shares
          on The Toronto Stock Exchange on the Trading Day immediately preceding
          the date of such grant providing that such price must not be lower
          than the Closing Price for The Toronto Stock Exchange on that day;

     (e)  "OPTION" means an option granted by the Corporation to an Optionee
          entitling such Optionee to acquire a designated number of Common
          Shares from treasury at a price to be determined by the Board of
          Directors, but subject to the provisions hereof;

     (f)  "OPTION PERIOD" means such period as may be determined by the Board of
          Directors during which an Optionee may exercise an Option, commencing
          on the date such Option is granted to such Optionee and ending as
          specified in this 2004 Plan, or in the Stock Option Agreement but in
          no event shall an Option expire on a date which is later than five (5)
          years after the grant of the Option;

     (g)  "OPTIONEE" means a person who is an officer, employee, director or
          other key personnel of the Corporation or its subsidiaries who is
          granted an Option pursuant to this 2004 Plan;

     (h)  "2004 PLAN" shall mean the Corporation's stock option plan as embodied
          herein; and

     (i)  "TRADING DAY" means a day on which at least a board lot of Common
          Shares shall have been sold through the facilities of The Toronto
          Stock Exchange or other relevant stock exchange.

3.   ADMINISTRATION AND ELIGIBILITY

     The 2004 Plan shall be administered by the Board of Directors. The Board of
Directors shall have full and final discretion to interpret the provisions of
the 2004 Plan and, with the exception set forth in subparagraph 6(b) and
paragraph 17 hereof, to prescribe, amend, rescind and waive rules and
regulations to govern the administration and operation of the 2004 Plan, and all
decisions and interpretations made by the Board of Directors shall be binding
and conclusive upon the Optionees and the Corporation subject to shareholder
approval if required by any relevant stock exchange. The Board of Directors may
at any time, and from time to time, designate those Optionees who are to be
granted an Option pursuant to the 2004 Plan and grant an Option to such
Optionee. Notwithstanding the foregoing, or any other provision contained
herein, the Board of Directors shall have the right to delegate to the President
of the Corporation the administration and operation of the 2004 Plan and the
right to designate Optionees and grant Options to such Optionees, with the
exception of grants of options to directors and the President. None of the
Options to be issued pursuant to this 2004 Plan shall be granted to the current
Chairman, President and Chief Executive Officer.

<PAGE>

4.   COMMON SHARES RESERVED

     (a)  The number of authorized but unissued Common Shares that may be
          subject to Options granted to Optionees under the 2004 Plan at any
          time shall not exceed 1,518,955 Common Shares.

     (b)  The aggregate number of Common Shares reserved for issuance to any one
          (1) individual pursuant to this 2004 Plan and all previous stock
          option plans, shall not exceed five percent (5%) of the issued and
          outstanding Common Shares of the Corporation.

     (c)  The foregoing provisions of this paragraph 4 are subject to the
          appropriate adjustment, as set forth in paragraph 11 hereof, both in
          the number of Common Shares covered by individual grants and the total
          number of Common Shares authorized to be issued hereunder, to give
          effect to any relevant changes in the capitalization of the
          Corporation.

     (d)  Common Shares in respect of which Options are not exercised will be
          available for subsequent Options.

5.   PARTICIPATION

     (a)  Participation in the 2004 Plan shall be entirely voluntary and any
          decision not to participate shall not affect an Optionee's
          relationship or employment with the Corporation.

     (b)  Notwithstanding any express or implied term of this 2004 Plan to the
          contrary, the granting of an Option pursuant to the 2004 Plan shall in
          no way be construed as a guarantee of employment by the Corporation to
          the Optionee.

     (c)  No Optionee shall have any of the rights of a shareholder in respect
          to Common Shares under an Option until such Common Shares shall have
          been paid for in full and issued by the Corporation pursuant to this
          2004 Plan.

6.   OPTION AGREEMENTS

     (a)  Subject to subparagraph 6(b), a written agreement will be entered into
          between the Corporation and each Optionee to whom an Option is granted
          hereunder, which agreement will set out the number of Common Shares
          subject to option, the exercise price and any other terms and
          conditions approved by the Board of Directors, all in accordance with
          the provisions of this 2004 Plan (herein referred to as the "Stock
          Option Agreement"). The Stock Option Agreement will be in such form as
          the Board of Directors may from time to time approve, and may contain
          such terms as may be considered necessary in order that the Option
          will comply with any provisions respecting options in the income tax
          or other laws in force in any country or jurisdiction of which the
          Optionee may from time to time be a resident or citizen or the rules
          of any regulatory body having jurisdiction over the Corporation.

     (b)  No Options shall be granted to any director of the Corporation who is
          not also an officer of the Corporation if such grant could result, at
          any time, in the total number of Shares issuable to all directors of
          the Corporation who are not also officers of the Corporation pursuant
          to Options exceeding 0.50% of the issued and outstanding Common Shares
          of the Corporation.

7.   EXERCISE OF OPTIONS

     (a)  Subject to Paragraph 8 hereof, Optionee shall be entitled to exercise
          an Option granted to Optionee at any time prior to the expiry of the
          Option Period, subject to vesting limitations which may be imposed by
          the Board of Directors at the time such Option is granted.

     (b)  The exercise price of an Option granted under the 2004 Plan shall be
          as determined by the Board of Directors when such Option is granted
          subject to any limitations imposed by any relevant stock exchange or
          regulatory authority, and shall be an amount equal to the Market Value
          of the Common Shares.

<PAGE>

8.   TERMINATION OF OPTIONS

     Unless specifically amended or otherwise dealt with in a Stock Option
Agreement:

     (a)  in the case of death of an Optionee, the right to exercise an Option
          shall extend to the earlier of (i) one year after the date of death or
          (ii) the expiry date of the Option set forth in the Stock Option
          Agreement, to the extent such Option was exercisable by Optionee on
          the date of death of the Optionee; and

     (b)  in the case of termination or cessation of employment of an Optionee
          for any reason (other than death) the right to exercise an Option
          shall be limited to and shall expire on the earlier of 60 days after
          the date of termination or cessation, or the expiry date of the Option
          set forth in the Stock Option Agreement, to the extent such Option was
          exercisable by Optionee on the date of termination of such employment.
          For greater certainty, any reference to a cessation of employment of
          the Optionee with the Corporation for any reason, other than death, is
          a reference to the occurrence of such fact howsoever that arises, and
          if any Optionee is entitled to reasonable notice of termination of
          employment or compensation in lieu thereof, or is entitled to a
          specific period of notice or compensation in lieu thereof, then the
          Optionee is not entitled to claim any right to further unvested Common
          Shares which may be available pursuant to an Option or further time to
          exercise vested Common Shares available pursuant to an Option during
          the said reasonable notice period or during the said specific notice
          period, or to compensation in lieu thereof by way of general damages,
          or special damages, whether in contract, in tort or otherwise.

     (c)  The Corporation shall have the authority to either provide for in the
          future or to amend all outstanding option agreements of outside
          directors of the corporation (being a director of the corporation who
          is not also a full time employee of the corporation) to provide for
          the right to such director to exercise all of that director's
          outstanding options within sixty (60) days of termination as a
          director of the corporation if such termination occurs as a result of
          a forced retirement due to the implementation of a policy to force
          directors to retire from the board due to a term limit of more than
          fourteen (14) years as a board member or due to an age limit of
          greater than sixty-nine (69) years or more.

9.   OPTIONEE'S RIGHTS NOT TRANSFERABLE

     (a)  No right or interest of any Optionee in or under the 2004 Plan is
          assignable or transferable, in whole or in part, either directly or by
          operation of law or otherwise in any manner except by bequeath or the
          laws of descent and distribution.

     (b)  Subject to the foregoing, the terms of the 2004 Plan shall bind the
          Corporation, its successors and assigns, and each Optionee, his heirs,
          executors, administrators and personal representatives.

10.  TAKEOVER OR CHANGE IN CONTROL

     The Corporation shall have the power, in the event of:

     (a)  any disposition of substantially all of the assets of the Corporation,
          on the dissolution, merger, amalgamation or consolidation of the
          Corporation, with or into any other corporation, or the merger,
          amalgamation or consolidation of any other corporation into the
          Corporation,

     (b)  any change in control of the Corporation, or

     (c)  an offer is made generally to the holders of the Corporation's voting
          securities to purchase those securities and which is a "takeover bid"
          as defined in the Securities Act (Alberta),

     to amend the Stock Option Agreement to permit the exercise of any or all of
the remaining Options prior to the completion of any such transaction. If the
Corporation shall exercise such power, the Option shall be deemed to have been
amended to permit the exercise thereof in whole or in part by the Optionee at
any time or from time to time as

<PAGE>

determined by the Corporation prior to the completion of such transaction. For
the purposes of the foregoing, a change in control of the Corporation shall
occur if there becomes a Control Person (as defined in the Alberta Securities
Act) with respect to the securities of the Corporation, who is not a Control
Person as at the effective date of this 2004 Plan.

11.  ANTI-DILUTION OF THE OPTION In the event of:

     (a)  any subdivision, redivision or change of the Common Shares at any time
          during the term of the Option into a greater number of Common Shares,
          the Corporation shall deliver, at the time of any exercise thereafter
          of the Option, such additional number of shares as would have resulted
          from such subdivision, redivision or change if the exercise of the
          Option had been made prior to the date of such subdivision, redivision
          or change;

     (b)  any consolidation or change of the Common Shares at any time during
          the term of the Option into a lesser number of Common Shares, the
          number of shares deliverable by the Corporation on any exercise
          thereafter of the Option shall be reduced to such number of shares as
          would have resulted from such consolidation or change if the exercise
          of the Option had been made prior to the date of such consolidation or
          change;

     (c)  any reclassification of the Common Shares at any time outstanding or
          change of the Common Shares into other shares, or in case of the
          consolidation, amalgamation or merger of the Corporation with or into
          any other corporation (other than a consolidation, amalgamation or
          merger which does not result in a reclassification of the outstanding
          Common Shares or a change of the Common Shares into other shares), or
          in case of any transfer of the undertaking or assets of the
          Corporation as an entirety or substantially as an entirety to another
          Corporation, at any time during the term of the Option, the Optionee
          shall be entitled to receive, and shall accept, in lieu of the number
          of Common Shares to which he was theretofore entitled upon exercise of
          the Option, the kind and amount of shares and other securities or
          property which such holder would have been entitled to receive as a
          result of such reclassification, change, consolidation, amalgamation,
          merger or transfer if, on the effective date thereof, he had been the
          holder of the number of Common Shares to which he was entitled upon
          exercise of the Option.

12.  TERMINATION AND ASSIGNMENT

     (a)  The Corporation may in its discretion, subject to stock exchange and
          other appropriate regulatory approval and to shareholder approval, if
          required by any relevant stock exchange, amend or terminate the 2004
          Plan at any time. No such amendment or termination will, without the
          consent of an Optionee, alter or impair any rights which have accrued
          to Optionee prior to the effective date thereof.

     (b)  The Corporation may amend or terminate this 2004 Plan at any time in
          order to conform to applicable law or regulation, whether or not such
          amendment or termination would affect any accrued rights.

13.  APPLICABLE LAW

     This 2004 Plan shall be governed by, administered and construed in
accordance with the laws of the Province of Alberta and the laws of Canada
applicable therein.

14.  GENDER

     Wherever the singular or masculine or neuter is used in this 2004 Plan, the
same shall be construed as meaning the plural or feminine or body corporate and
vice versa, where the context or the parties so require.

15.  COSTS

     The Corporation shall pay all costs of administering the 2004 Plan.

<PAGE>

16.  SHAREHOLDER APPROVAL AND EFFECTIVE DATE

     The effective date of this 2004 Stock Option Plan shall be February 11,
2004.

17.  REPRICING PROHIBITED

     No award of Options may be repriced, replaced, regranted through
cancellation, or modified without shareholder approval (except in connection
with a change in the Corporation's capitalization), if the effect would be to
reduce the exercise price for the shares underlying such award.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-20
<SEQUENCE>5
<FILENAME>ex3-form6k_041304.txt
<DESCRIPTION>EXHIBIT 3
<TEXT>

                                                                       EXHIBIT 3
                                                                       ---------



                                     PROXY

                             SOLICITED BY MANAGEMENT

               FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

                           TO BE HELD ON MAY 11, 2004


The undersigned shareholder of Precision Drilling Corporation (the
"Corporation"), hereby appoints Hank B. Swartout or failing him, Dale E.
Tremblay, or instead of either of the foregoing, _____________________________
of ______________________________________________ , as proxy to attend and act
for and on behalf of the undersigned at the Annual and Special Meeting of the
Corporation (the "Meeting") to be held at 3:00 p.m. (Calgary time) on Tuesday,
the 11th day of May 2004, at the Calgary Petroleum Club, Devonian Room, 319 -
5th Avenue S.W., Calgary, Alberta and at any adjournment thereof, notice of
which Meeting with the Management Information Circular accompanying same has
been received by the undersigned, at every poll which may take place in
consequence including polls on procedural matters which may come before said
meeting, with specific power and authority to vote as specified below. The
undersigned hereby directs the proxyholder to vote the shares represented by
this instrument of proxy in the following manner:

   1.  To elect as directors for the ensuing year, all nominees as follows:

           W.C. (Mickey) Dunn       Patrick M. Murray         Hank B. Swartout
           Robert J.S. Gibson       Fred W. Pheasey           H. Garth Wiggins
           Murray K. Mullen         Robert L. Phillips

           [_] VOTE FOR             [_] VOTE WITHHELD


   2.  To appoint KPMG LLP, Chartered Accountants as Auditors of the
       Corporation for the ensuing year.

           [_] VOTE FOR             [_] VOTE WITHHELD


   3.  To approve the 2004 Stock Option Plan as described in the Management
       Information Circular.

           [_] VOTE FOR             [_] VOTE WITHHELD       [_] VOTE AGAINST


The instrument appointing a proxy shall be in writing and shall be executed by
the shareholder or his attorney authorized in writing, or if the shareholder is
a corporation under its corporate seal or by an officer or attorney thereof,
duly authorized and shall be dated.

The undersigned hereby revokes any prior proxies to vote the common shares
covered by this Proxy.

This Proxy is solicited by management and the costs of same will be borne by
the Corporation.


<PAGE>


Each common shareholder has the right to appoint a proxyholder, other than the
persons designated in the form of proxy, who need not be a shareholder to attend
and to act for him on his behalf at the Meeting. To exercise such right, the
names of management's nominees should be crossed out and the name of the common
shareholder's nominee should be legibly printed in the blank space provided, or
another proxy in proper form should be completed.

In order for this Proxy to be effective, it must be deposited at the offices
of Computershare Trust Company of Canada, Proxy Department, 100 University
Avenue, 9th Floor, Toronto, Ontario, M5J 2YI, not less than 48 hours before
the Meeting or any adjournment thereof or with the Chairman of the Meeting
prior to the commencement thereof.

In addition to any other manner permitted by law, a shareholder who has given
a proxy may revoke it as to any matter on which a vote has not already been
cast pursuant to the authority conferred by it, by signing in person or by
attorney authorized in writing a written revocation of proxy and by depositing
such instrument of revocation at the office of Computershare Trust Company of
Canada, Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario,
M5J 2YI, at any time up to and including the last business day preceding the
day of the Meeting or any adjournment thereof or with the Chairman of the
Meeting on the day thereof or on the day of any adjournment thereof.

Management knows of no other matters to come before the Meeting other than the
matters referred to in the Notice. However, if any amendments, variations or
new matters properly come before the Meeting, this proxy confers discretionary
authority upon the shareholder's nominee to vote on such matters in accordance
with the nominee's best judgement.

The securities represented by this proxy will be voted, and where the
shareholder has specified a choice with respect to the above matters, will be
voted as directed above or, if no direction is given, will be voted in favour
of the resolutions approving the election of directors, the appointment of
auditors, and the approval of the 2004 Stock Option Plan.

DATED this _______ day of _______________________________ , 2004.


___________________________________________________________________
Signature of Shareholder


___________________________________________________________________
Please print name of Shareholder


Please sign exactly as name appears on the address label on the left. Joint
owners should each sign. Executors, administrators and trustees, etc. should
attach evidence of their authority and a corporation should affix its seal
hereto. Holders of Common Shares who do not expect to attend the Meeting in
person are requested to date and sign this Instrument of Proxy appointing a
proxy and return it in the envelope provided for that purpose.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
