EXHIBIT 2.2


                                LUSCAR COAL LTD.

               STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER
                        REGARDING FACTS AND CIRCUMSTANCES
                        RELATING TO EXCHANGE ACT FILINGS

The following statement is provided by the undersigned to accompany the report
on Form 6-K for the period ended September 30, 2002 pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

Each of the undersigned certify that:

     (1)  He or she reviewed the report being filed;

     (2)  Based on my knowledge, the report does not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by the report;

     (3)  Based on his or her knowledge, the financial statements, and other
          financial information included in the report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the issuer as of, and for, the periods presented in the
          report;

     (4)  He or she and the other certifying officers are responsible for
          establishing and maintaining disclosure controls and procedures (as
          such term is defined in paragraph (c) of Rule 13a-14) for the issuer
          and have:

          (i)    Designed such disclosure controls and procedures to ensure that
                 material information relating to the issuer, including its
                 consolidated subsidiaries, is made known to them by others
                 within those entities, particularly during the period in which
                 the periodic reports are being prepared;

          (ii)   Evaluated the effectiveness of the issuer's disclosure controls
                 and procedures as of a date within 90 days prior to the filing
                 date of the report ("Evaluation Date"); and

          (iii)  Presented in the report their conclusions about the
                 effectiveness of the disclosure controls and procedures based
                 on their evaluation as of the Evaluation Date;

     (5)  He or she and the other certifying officers have disclosed, based on
          their most recent evaluation, to the issuer's auditors and the board
          of directors:

          (i)    All significant deficiencies in the design or operation of
                 internal controls which could adversely affect the issuer's
                 ability to record, process,


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                 summarize and report financial data and have identified for the
                 issuer's auditors any material weaknesses in internal controls;
                 and

          (ii)   Any fraud, whether or not material, that involves management or
                 other employees who have a significant role in the issuer's
                 internal controls; and

     (6)  He or she and the other certifying officers have indicated in the
          report whether or not there were significant changes in internal
          controls or in other factors that could significantly affect internal
          controls subsequent to the date of their most recent evaluation,
          including any corrective actions with regard to significant
          deficiencies and material weaknesses.


November 26, 2002
- ------------------------------------
Date:



/s/ REG L. TOLIVER                              /s/ JOSEPH W. BRONNEBERG
- ------------------------------------             -------------------------------
Name:    Reg L. Toliver                         Name:   Joseph W. Bronneberg
Title:   President and Chief Executive          Title:  Vice President, Finance
Officer                                         Luscar Coal Ltd.
Luscar Coal Ltd.


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