[LOGO OMITTED]
PROXY
SOLICITED ON BEHALF OF ULTIMA ENERGY TRUST FOR
THE ANNUAL AND SPECIAL MEETING OF UNITHOLDERS
TO BE HELD ON FRIDAY, JUNE 4, 2004
The undersigned holder (the "Ultima Unitholder") of trust units ("Ultima
Units") of Ultima Energy Trust ("Ultima") hereby appoints S. Brian Gieni,
President and Chief Executive Officer and a director of Ultima Ventures Corp.
("UltimaCo"), Ultima Energy Inc. ("Ultima Energy"), Ultima Acquisitions Corp.
("AcquireCo") and Ultima Management Inc. (the "Manager"), or failing him Gary
Lee, a director of UltimaCo, Ultima Energy, AcquireCo and the Manager, or
instead of either of the foregoing, __________________________________, as
proxyholder, with power of substitution, to attend and to act for and on behalf
of the undersigned Ultima Unitholder at the annual and special meeting (the
"Meeting") of Ultima Unitholders to be held on Friday, June 4, 2004, at 10:30
a.m. (Calgary time), and at any adjournment thereof and at every poll which may
take place in consequence thereof upon the matters which may come before the
Meeting, and the undersigned hereby revokes any prior proxy appointing a
proxyholder for the undersigned at the Meeting or any adjournment thereof.
The proxyholder identified above is instructed to vote as specified
below:
1. FOR ____ or WITHHOLD FROM VOTING FOR ____ the election of those persons
named as proposed directors of UltimaCo in the Proxy Statement and
Information Circular of Ultima dated April 30, 2004 (the "Information
Circular").
2. FOR ____ or WITHHOLD FROM VOTING FOR ____ the election of those persons
named as proposed directors of AcquireCo in the Information Circular.
3. FOR ____ or WITHHOLD FROM VOTING FOR ____ the appointment of the
auditors of Ultima, Ultima Ventures Trust, UltimaCo and AcquireCo named
in the Information Circular.
4. FOR ____ or AGAINST ____ the adoption of the special resolution, the
text of which is set out in Appendix "A" to the Information Circular to
approve the merger (the "Merger") of Ultima and Petrofund Energy Trust
("Petrofund"), on the basis that each Ultima Unitholder would receive
0.442 of a trust unit of Petrofund in exchange for each Ultima Unit, on
the terms and conditions described in the Information Circular, and to
effect all other transactions ancillary, or which are necessary, to
implement the Merger as described in the Information Circular,
including, without limitation, the payment of a one-time special
distribution by Ultima in the aggregate amount of $10 million.
5. On any other matters that may properly come before the Meeting in such
manner as the said proxyholder may see fit.
The Ultima Units represented by this proxy will be voted or withheld
from voting on any motion, by ballot or otherwise, in accordance with any
indicated instructions. In the absence of any instructions above, the Ultima
Units represented by this proxy will be voted at the Meeting FOR the resolutions
referred to in items 1, 2, 3 and 4 above.
- PLEASE TURN OVER -
-2-
If any amendment or variation to the matters identified in the notice of
meeting which accompanies this proxy is proposed at the Meeting or at any
adjournment thereof, or if any other matters properly come before such meeting
or any adjournment thereof, this proxy confers discretionary authority to vote
on any such amendment or variation or such other matters according to the best
judgment of the appointed proxyholder.
DATED this ______day of ___________________, 2004.*
----------------------------------------
Signature of Ultima Unitholder **
----------------------------------------
Please Print Name
* If this form of proxy is not
dated, it is deemed to bear the
date on which it is mailed on
behalf of Ultima.
** This form of proxy must be dated
and signed by the Ultima
Unitholder, whose name must appear
exactly as it is shown on the
affixed label, or his attorney in
writing or, if the Ultima
Unitholder is a body corporate, it
must be executed under its
corporate seal or by an officer or
attorney thereof duly authorized.
Persons signing as officers,
attorneys, executors,
administrators, trustees, etc.,
should indicate and provide
satisfactory evidence of such
authority. If Ultima Units are
held jointly, any one of the joint
Ultima Unitholders may sign this
form of proxy.
An Ultima Unitholder has the right to
appoint a proxyholder other than the
persons designated in this form of proxy
as his nominee to attend and act for him
and on his behalf at the Meeting. An
Ultima Unitholder desiring to appoint
some other person as his or her
representative at the Meeting may do so
by either: (i) crossing out the names of
the management nominees AND legibly
printing the other person's name (who
need not be an Ultima Unitholder) in the
blank space provided for that purpose on
the flip side of this form of proxy; or
(ii) completing another valid form of
proxy.
Ultima Unitholders who are unable to
attend the Meeting are requested to
complete this form of proxy and return
it to Computershare Trust Company of
Canada, the transfer agent for Ultima,
by mail or facsimile to Computershare
Trust Company of Canada, 100 University
Avenue, 9th Floor, Toronto, Ontario, M5J
2Y1 (a self-addressed envelope is
enclosed), fax number: 905-771-4414. In
order to be valid, proxies must be
received by Computershare Trust Company
of Canada at least 24 hours, excluding
Saturdays, Sundays and holidays, prior
to the time of the Meeting or any
adjournment thereof.