<PAGE> 1
GULF CANADA RESOURCES LIMITED
ANNUAL AND SPECIAL MEETING, MAY 11, 1999
PROXY
The undersigned shareholder of Gulf Canada Resources Limited (the
"Company") hereby appoints Richard H. Auchinleck, President and Chief Executive
Officer, or failing him, Craig S. Glick, Executive Vice President, Corporate and
Chief Financial Officer and Secretary, or instead of either of the
foregoing, .....................................................................
. as the nominee of the undersigned to attend and act for and on behalf of the
undersigned at the ANNUAL AND SPECIAL MEETING OF THE COMPANY TO BE HELD ON MAY
11, 1999 (the "Meeting"), and at any adjournment or adjournments thereof, to the
same extent and with the same power as if the undersigned was personally present
at the said Meeting or such adjournment or adjournments thereof and, without
limiting the generality of the authorization and power hereby given, the said
nominee is specifically directed to vote the Ordinary Shares registered in the
name of the undersigned at the Meeting,
<TABLE>
<S> <C> <C>
[ ]FOR the election as directors of all or [ ]WITHHOLD FROM VOTING for all nominees
nominees listed below (except as listed below
marked to the contrary below)
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW).
R.H. Allen, R.H. Auchinleck, G.L. Countryman, S.H. Hartt, H.E. Joudrie,
T.M. Long,
D.F. Mazankowski, A.H. Michell, H.M. Neldner, W. O'Donoghue, R.N.
Robertson, Maureen Sabia
<TABLE>
<S> <C> <C>
[ ]FOR the appointment of Ernst & Young or [ ]WITHHOLD FROM VOTING on the
LLP as auditors, with remuneration to appointment of Ernst & Young LLP as
be fixed by the directors. auditors, with remuneration to be
fixed by the directors.
[ ]FOR the ordinary resolution to or [ ]AGAINST the ordinary resolution to
reserve an additional 8,000,000 reserve an additional 8,000,000
Ordinary Shares for issuance under Ordinary Shares for issuance under
the Incentive Stock Option Plan the Incentive Stock Option Plan
(1994) (the "1994 Plan"), as (1994) (the "1994 Plan"), as
described in the accompanying described in the accompanying
Management Proxy circular. Management Proxy circular.
</TABLE>
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE MANAGEMENT OF THE COMPANY AT
THE DIRECTION OF THE BOARD OF DIRECTORS. This proxy confers discretionary
authority with respect to amendments to matters identified in the Notice of
Annual Meeting of Shareholders or other matters which may properly come
before the Meeting or any adjournment thereof. This proxy also authorizes the
replacement of any nominee identified above for election to the Board of
Directors if such nominee is unable to serve or will not serve. Management
knows of no such amendments, other matters or anticipated replacements as at
the date hereof. The Ordinary Shares represented by this proxy, if appointing
the persons designated as nominees above, will be voted or withheld from
voting in accordance with the instructions of the shareholder on any ballot
that may be called for and, where the person whose proxy is solicited
specifies a choice with respect to any
