The instructions and rules accompanying this Letter of Transmittal should be
read carefully before this Letter of Transmittal is completed. The Depository
(see the back page of this document for address and telephone number) or your
broker or other financial advisor will assist you in completing this Letter of
Transmittal.
LETTER OF TRANSMITTAL
to accompany certificates for Trust Units of
ULTIMA ENERGY TRUST
to be deposited pursuant to the Business Combination involving
Ultima Energy Trust and Petrofund Energy Trust
This Letter of Transmittal, properly completed and duly executed, or a
manually executed facsimile hereof, together with all other required documents,
must accompany certificates for trust units (the "Ultima Units") of Ultima
Energy Trust ("Ultima") deposited in connection with the merger (the "Merger")
involving Ultima and Petrofund Energy Trust ("Petrofund") described in the proxy
statement and information circular of Ultima dated April 30, 2004 (the
"Information Circular") to be considered at a meeting of the holders of Ultima
Units (the "Ultima Unitholders") on June 4, 2004 (the "Meeting").
A Letter of Transmittal together with certificates representing the
Ultima Units held by such Ultima Unitholder must be submitted in accordance with
the instructions contained herein in order for such Ultima Unitholder to receive
trust units of Petrofund (the "Petrofund Units") in connection with the Merger.
Capitalized terms used but not defined in this Letter of Transmittal
which are defined in the Information Circular have the respective meanings set
out in the Information Circular.
TO: ULTIMA ENERGY TRUST
AND TO: COMPUTERSHARE TRUST COMPANY OF CANADA, as Depository
The undersigned delivers to you the following certificate(s)
representing Ultima Units to be redeemed and exchanged for certificates
evidencing one or more Petrofund Units in accordance with the terms of the
Merger described in the Information Circular. The following are the details of
the enclosed certificate(s) (the "Deposited Units"):
- --------------------------------------------------------------------------------
Number of
Certificate Number Name in which Registered Ultima Units
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOTAL
-----------------------
(Please print. If insufficient space, attach a list in the above form)
-2-
The undersigned acknowledges receipt of the Information Circular and
represents and warrants that:
(a) the undersigned has full power and authority to deposit the
Deposited Units for redemption in accordance with the terms of the
Merger;
(b) when the Deposited Units are accepted for redemption and exchange
by Ultima, the Deposited Units will be free from all liens,
charges, encumbrances, claims and equities; and
(c) the certificates described above, together with any certificates
submitted with a separate Letter of Transmittal as required by the
attached instructions, represents all the Ultima Units owned by
the undersigned.
The undersigned irrevocably constitutes and appoints each officer of Ultima
Ventures Corp. ("UltimaCo"), and any other person designated by UltimaCo in
writing, the true and lawful agent and attorney of the Deposited Units, in the
name of and on behalf of the undersigned, to do such acts or take such actions
with respect to the redemption of the Deposited Units as necessary or advisable
to give effect to the Merger.
The undersigned covenants and agrees to execute all such documents,
transfers and other assurances as may be necessary or desirable to complete the
redemption of the Ultima Units and the exchange of certificate(s) representing
Ultima Units for Petrofund Units.
Each authority conferred or agreed to be conferred by the undersigned in
this Letter of Transmittal may be exercised during any subsequent legal
incapacity of the undersigned and all obligations of the undersigned in this
Letter of Transmittal shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
If the Merger is completed, the deposit of Ultima Units pursuant to this
Letter of Transmittal is irrevocable. If the Merger is not completed, the Ultima
Unit certificates deposited pursuant to this Letter of Transmittal will be
returned to the undersigned or forwarded or held for pick up in accordance with
the instructions given herein by the undersigned for delivery of Petrofund Unit
certificates.
Dated:
------------------------------
Signature guaranteed by (if required under Instruction 4):
- -------------------------------------------- ----------------------------------------------------
Authorized Signature Signature of Ultima Unitholder or Authorized
Representative - see Instruction 3
- -------------------------------------------- ----------------------------------------------------
Name of Guarantor (please print or type) Name of Ultima Unitholder (please print or type)
- -------------------------------------------- ----------------------------------------------------
Address (please print or type) Telephone/Facsimile Number of Ultima Unitholder
- -------------------------------------------- ----------------------------------------------------
Address (cont'd) Name of Authorized Representative, if applicable
(please print or type)
-3-
The Depository and Ultima are hereby authorized and directed to cause
certificates representing the Petrofund Units, which the registered Ultima
Unitholder noted herein is entitled to receive upon redemption of the Deposited
Units hereby deposited in accordance with the terms of the Merger, to be
registered in the name of the undersigned (unless alternative registration is
required in the manner set forth below) which shall be delivered by first class
mail to the address specified or held for pick up, if so indicated:
- -------------------------------------------------------- -------------------------------------------------------1
BOX A BOX B
(See Instructions 3 and 4) (See Instructions 3 and 4)
ISSUE PETROFUND UNIT CERTIFICATES IN SEND PETROFUND UNIT CERTIFICATES (unless
NAME OF (please print or type): Box C is checked) TO:
|_| Registered holder of Ultima Units or: |_| Same address as Block A or to:
------------------------------------------------------ ------------------------------------------------------
(Name) (Name)
------------------------------------------------------ ------------------------------------------------------
(Street Address and Number) (Street Address and Number)
------------------------------------------------------ ------------------------------------------------------
------------------------------------------------------ ------------------------------------------------------
(City and Province) (City and Province)
------------------------------------------------------ ------------------------------------------------------
(Country and Postal (ZIP) Code) (Country and Postal (ZIP) Code)
------------------------------------------------------
(Social Insurance Number or Tax Identification Number)
- -------------------------------------------------------- -------------------------------------------------------
--------------------------------------------
BOX C
TO BE CHECKED ONLY IF THE PETROFUND
UNIT CERTIFICATES ARE TO BE HELD FOR
PICK UP RATHER THAN MAILED AT
THE FOLLOWING OFFICE OF THE DEPOSITORY:
|_| Calgary
|_| Toronto
--------------------------------------------
4
INSTRUCTIONS AND RULES
1. Use of Letter of Transmittal
(a) This Letter of Transmittal (or a manually signed facsimile
thereof) properly completed and duly executed as required by the
instructions set forth below together with accompanying
certificates representing the Deposited Units must be received by
the Depository at one of the offices specified on the back page
of this document.
(b) The method used to deliver this Letter of Transmittal and any
accompanying certificates representing Deposited Units is at the
option and risk of the holder, and delivery will be deemed
effective only when such documents are actually received by the
Depository at one of its offices as specified. Ultima recommends
that the necessary documentation be hand delivered to the
Depository, at one of the offices specified below, and a receipt
obtained; otherwise the use of registered mail with return
receipt requested, properly insured, is recommended. Ultima
Unitholders whose Ultima Units are registered in the name of an
investment dealer, stockbroker, bank, trust company or other
nominee should contact that nominee for assistance in depositing
those Ultima Units.
2. Fractional Petrofund Units
No fractional Petrofund Units will be issued. In the event that the
Exchange Ratio would otherwise result in an Ultima Unitholder being entitled to
a fractional Petrofund Unit, an adjustment will be made to the nearest whole
number of Petrofund Units and a certificate representing the resulting whole
number of Petrofund Units will be issued.
3. Signatures
(a) This Letter of Transmittal must be filled in and signed by the
holder of Ultima Units described above or by such holder's duly
authorized representative (in accordance with Instruction 5).
(b) If this Letter of Transmittal is signed by the registered
owner(s) of the accompanying certificate(s), such signature(s) on
this Letter of Transmittal must correspond with the name(s) as
registered or as written on the face of such certificate(s)
without any change whatsoever, and the certificate(s) need not be
endorsed. If such transmitted certificate(s) are owned of record
by two or more joint owners, all such owners must sign this
Letter of Transmittal.
(c) If this Letter of Transmittal is signed by a person other than
the registered owner(s) of the accompanying certificate(s):
(i) such deposited certificate(s) must be endorsed or be
accompanied by an appropriate share transfer power of
attorney duly and properly completed by the registered
owner(s); and
(ii) the signature(s) on such endorsement or share transfer power
of attorney must correspond exactly to the name(s) of the
registered owner(s) as registered or as appearing on the
certificate(s) and must be guaranteed as noted in
Instruction 4 below.
4. Guarantee of Signatures
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Deposited Units, or if Petrofund Unit certificates
are to be issued to a person other than the registered owner(s) or sent to an
address other than the address of the registered owner(s) as shown on the
register of Ultima Unitholders maintained by Ultima, such signature must be
guaranteed by a Canadian Schedule 1 chartered bank, a major trust company in
Canada, a member of the Securities Transfer Agent Medallion Program (STAMP), a
member of the Stock Exchanges Medallion Program (SEMP) or a member of the New
York Stock Exchange Inc. Medallion Signature Program (MSP) (an "Eligible
Institution"). Members of these programs are usually members of a recognized
stock
-5-
exchange in Canada or the United States, members of the Investment Dealers
Association of Canada, members of the National Association of Securities Dealers
or banks and trust companies in the United States. No guarantee is required if
the signature is that of an Eligible Institution.
5. Fiduciaries, Representatives and Authorizations
Where this Letter of Transmittal is executed by a person acting in a
representative capacity, such person should so indicate when signing and this
Letter of Transmittal must be accompanied by satisfactory evidence of the
authority to act. Ultima or the Depository, in their discretion, may require
additional evidence of such authority to act or additional documentation in
respect thereof.
6. Miscellaneous
(a) If the space on this Letter of Transmittal is insufficient to
list all certificates for Deposited Units, additional certificate
numbers and numbers of Deposited Units may be included on a
separate signed list affixed to this Letter of Transmittal.
(b) If Deposited Units are registered in different forms (e.g., "John
Doe" and "J. Doe") a separate Letter of Transmittal should be
signed for each different registration.
(c) No alternative, conditional or contingent deposits will be
accepted.
(d) Additional copies of the Information Circular and this Letter of
Transmittal may be obtained from the Depository at the address
listed on the back page of this document.
(e) By reason of the use by the undersigned of an English language
form of Letter of Transmittal, the undersigned and each of you
shall be deemed to have required that any contract evidenced by a
transaction as accepted through this Letter of Transmittal, as
well as all documents related thereto, be drawn exclusively in
the English language. En raison de l' usage d'une lettre d'envoie
en langue angliase par le soussigne, le soussigne et les
destinataires sont presumes avoir requis que tout contrat atteste
par une offre acceptee par cette lettre d'envoi, de meme que tous
les documents qui s'y rapportent, soient rediges exclusivement en
langue anglaise.
7. Lost Certificates
If a unit certificate representing Ultima Units has been lost or
destroyed, this Letter of Transmittal should be completed as fully as possible
and forwarded, together with a letter describing the loss to the Depository. The
Depository will respond with the replacement requirements, which must be
properly satisfied, completed and submitted in good order to the Depository, for
the replacement of lost or destroyed certificates.
8. Cessation of Rights
Any certificate representing Ultima Units that is not validly deposited
with the Depository within six years of the Closing Date shall cease to
represent a claim or interest of any kind or nature as a Petrofund Unitholder,
and the Petrofund Units to which the holder of such certificate would have
otherwise been entitled shall be deemed to have been surrendered to Petrofund,
together with all entitlements to distributions and interest thereon held for
such holder.
The Depository for the Merger is:
Computershare Trust Company of Canada
By Mail
P.O. Box 7021
31 Adelaide Street East
Toronto, Ontario
M5C 3H2
Attention: Corporate Actions
By Registered Mail, Hand or by Courier
In Calgary: In Toronto:
Suite 600 100 University Avenue
530 - 8th Avenue S.W. 9th Floor
Calgary, Alberta Toronto, Ontario
T2P 3S8 M5J 2Y1
Attention: Corporate Actions Attention: Corporate Actions
Toll Free: 1-800-564-6253
E-Mail: service@computershare.com
Any questions and requests for assistance may be directed by Ultima Unitholders
to the Depository as set out above.