EXHIBIT 2
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                                              |  PRICEWATERHOUSECOOPERS LLP
                                              |  CHARTERED ACCOUNTANTS
                                              |  111 5th Avenue SW, Suite 3100
                                              |  Calgary, Alberta
                                              |  Canada T2P 5L3
A U D I T O R S'   R E P O R T                |  Telephone +1 (403) 509 7500
                                              |  Facsimile +1 (403) 781 1825

TO THE SHAREHOLDERS OF WESTERN OIL SANDS INC.

We have audited the consolidated balance sheets of Western Oil Sands Inc. as at
December 31, 2005 and 2004 and the  consolidated  statements of operations  and
accumulated  earnings  and cash flows for each of the years then  ended.  These
consolidated  financial  statements  are the  responsibility  of the  company's
management.  Our  responsibility  is to express  an opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing
standards.  Those standards require that we plan and perform an audit to obtain
reasonable  assurance  whether the  financial  statements  are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the  accounting  principles  used and  significant  estimates made by
management, as well as evaluating the overall financial statement presentation.

In our opinion,  these consolidated financial statements present fairly, in all
material  respects,  the  financial  position  of Western  Oil Sands Inc. as at
December 31, 2005 and 2004 and the results of its operations and its cash flows
for the  years  then  ended in  accordance  with  Canadian  generally  accepted
accounting principles.


/s/ PricewaterhouseCoopers LLP

Chartered Accountants
Calgary, Alberta
February 16, 2006






PricewaterhouseCoopers  refers to the Canadian  firm of  PricewaterhouseCoopers
LLP and the other member firms of PricewaterhouseCoopers International Limited,
each of which is a separate and independent legal entity.