STRATA OIL & GAS INC.
918 16 TH Ave. NW, Suite 408
Calgary, Alberta, Canada, T2M 0K3
MANAGEMENT PROXY CIRCULAR
(as of June 28, 2010 unless otherwise noted)
MANAGEMENT SOLICITATION OF PROXIES
This Management Proxy Circular is furnished to you in connection with the solicitation of proxies by management
of Strata Oil & Gas Inc. (“we”, “us” or the “Company”) for use at the Annual General Meeting (the “Meeting”)
of shareholders of the Company to be held on July 19, 2010, and at any adjournment of the Meeting. The
Company will conduct its solicitation by mail and our officers, directors and employees may, without receiving
special compensation, contact shareholders by telephone, electronic means or other personal contact. We will
not specifically engage employees or soliciting agents to solicit proxies. We do not reimburse shareholders,
nominees or agents (including brokers holding shares on behalf of clients) for their costs of obtaining authorization
from their principals to sign forms of proxy. We will pay the expenses of this solicitation.
APPOINTMENT OF PROXY HOLDER
The persons named as proxy holders in the enclosed form of proxy are the Company’s directors or officers. As
a shareholder, you have the right to appoint a person (who need not be a shareholder) in place of the persons
named in the form of proxy to attend and act on your behalf at the Meeting. To exercise this right, you must
either insert the name of your representative in the blank space provided in the form of proxy and strike out the
other names or complete and deliver another appropriate form of proxy.
A proxy will not be valid unless it is dated and signed by you or your attorney duly authorized in writing or, if you
are a corporation, by an authorized director, officer, or attorney of the corporation.
VOTING BY PROXY
The persons named in the accompanying form of proxy will vote or withhold from voting the shares represented
by the proxy in accordance with your instru