EXHIBIT 99.3

                              STRATA OIL & GAS INC.
                           918 16TH AVE. NW, SUITE 408
                                CALGARY, ALBERTA
                                     T2M O3K
                                      PROXY

                   2006 ANNUAL GENERAL AND SPECIAL MEETING OF

                              STRATA OIL & GAS INC.
            THIS PROXY IS SOLICITED BY THE MANAGEMENT OF THE COMPANY

The undersigned  shareholder of Strata Oil & Gas Inc. ("the  Company")  appoints
Scott Praill,  director, or failing him, Pol Brisset,  director, or failing him,
_____________________  as proxyholder on behalf of the undersigned to attend the
Annual General and Special  Meeting of the Company's  shareholders to be held on
June 23, 2006 and any adjournment  thereof,  to act on behalf of and to vote the
shares of the undersigned and to cast the number of votes the undersigned  would
be entitled to cast if personally present regarding the matters specified below.

THE SHARES  REPRESENTED  BY THIS PROXY WILL BE VOTED OR WITHHELD  FROM VOTING IN
ACCORDANCE WITH THE INSTRUCTIONS OF THE UNDERSIGNED SHAREHOLDER AND, IF A CHOICE
IS SPECIFIED WITH RESPECT TO ANY MATTER TO BE ACTED ON, THE SHARES WILL BE VOTED
OR WITHHELD FROM VOTING ACCORDINGLY.  WHERE NO CHOICE IS SPECIFIED OR WHERE BOTH
CHOICES  ARE  SPECIFIED  IN  RESPECT  OF ANY  MATTER TO BE ACTED ON,  THE SHARES
REPRESENTED WILL BE VOTED IN FAVOUR OF ALL MATTERS.  THIS PROXY GIVES THE PERSON
NAMED AS NOMINEE  DISCRETIONARY  AUTHORITY REGARDING AMENDMENTS OR VARIATIONS TO
MATTERS  IDENTIFIED IN THE NOTICE OF MEETING AND OTHER MATTERS THAT MAY PROPERLY
COME BEFORE THE MEETING.

Voting Choices on Resolutions

1.To appoint BDO Dunwoody LLP, Chartered  Accountants,  as the Company's auditor
until the next Annual General Meeting:

         In favour:  [     ]                             Withhold vote:  [     ]


2.To authorize the directors to fix the remuneration to be paid to the Company's
auditor:

         In favour:  [     ]                                   Against:  [     ]


3.To set the number of directors at five (5):
         In favour:  [     ]                                   Against:  [     ]

(a) To elect as directors all the persons named in 4(b) below:

         In favour:  [     ]                             Withhold vote:  [     ]

         OR

(b) To elect as director:

         Manny Dhinsa                                       In favour:  [     ]
                                                        Withhold vote:  [     ]
         Pratt Barndollar                                   In favour:  [     ]
                                                        Withhold vote:  [     ]
         Scott Praill                                       In favour:  [     ]
                                                        Withhold vote:  [     ]
         Pol Brisset                                        In favour:  [     ]
                                                        Withhold vote:  [     ]
         Charlie Perity                                     In favour:  [     ]
                                                        Withhold vote:  [     ]

4.To authorize and approve the 2006 stock option plan:

         In favour:  [     ]                                  Against:  [     ]

The undersigned acknowledges receipt of the Notice of Annual General and Special
Meeting and the accompanying Information Circular dated May 30, 2006.

The undersigned revokes any proxy previously given in respect of the Meeting.

If this form of Proxy is not dated by the  shareholder in the space below, it is
deemed to bear the date on which it is mailed by the Company to the shareholder.

DATED this ____________ day of _______________________, 2006.




Signature of Shareholder

                                                          Number of Shares Held:
- -----------------------------------------------------
Name of Shareholder (Please Print)


Address










                             NOTES TO FORM OF PROXY

1.       IF YOU DO NOT WISH TO APPOINT ANY OF THE PERSONS  NAMED IN THIS FORM OF
         PROXY,  YOU SHOULD STRIKE OUT THEIR NAMES AND INSERT IN THE BLANK SPACE
         THE NAME OF THE PERSON YOU WISH TO ACT AS YOUR PROXYHOLDER. THIS PERSON
         NEED NOT BE A SHAREHOLDER OF THE COMPANY.

2.       This form of Proxy must be completed,  dated, and signed by you or your
         attorney  authorized  in writing  or, if you are a  corporation,  by an
         authorized director,  officer, or attorney of the corporation.  If this
         form of Proxy is signed by your attorney, the form of power of attorney
         or a notarially certified copy of it must be attached to the Proxy.

3.       This form of Proxy,  and the power of attorney or other  authority,  if
         any, under which it is signed, or a notarially  certified copy thereof,
         must be deposited at, mailed to, or sent by facsimile  transmission  to
         the  Company's  head office at the address  listed on the first page of
         this  form of  Proxy,  not  less  than 48 hours  (excluding  Saturdays,
         Sundays,  and holidays) before the scheduled time of the Meeting or any
         adjournment thereof.

4.       If you do not comply with the time  deadlines  set out in these  Notes,
         your Proxy will be invalid.