Filed by sedaredgar.com - Wescorp Energy Inc. - Exhibit 4.1






Exhibit 4.1 

WARRANT 

DATE: MAY 1, 2009 

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED,
TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (A) TO THE CORPORATION; (B) PURSUANT
TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH HAS BEEN
DECLARED AND CONTINUES TO BE EFFECTIVE UNDER THE U.S. SECURITIES ACT; (C) IN AN
OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION UNDER
THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS;
(D) WITHIN THE UNITED STATES IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION
UNDER THE U.S. SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS, AND THE
SELLER HAS FURNISHED TO THE CORPORATION AN OPINION TO SUCH EFFECT FROM COUNSEL
OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE CORPORATION PRIOR TO SUCH
OFFER, SALE OR TRANSFER.” 

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER
OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR (4)
MONTHS AND ONE (1) DAY AFTER THE LATTER OF (i) MAY 1, 2009 [THE DISTRIBUTION
DATE]; AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN THE PROVINCE OR
TERRITORY.” 

Warrant to Purchase Common Stock 
Of 
WESCORP ENERGY INC. 

           
This Warrant to Purchase Common Stock (this "Warrant”) is issued by
Wescorp Energy Inc., a Delaware corporation (the "Company"), [ ] (the "Holder").


1.            
Issuance of Warrant Term. The Company hereby grants to Holder, subject to
the provisions hereinafter set forth, the right to purchase [ ] shares of common
stock $0.001 Par value per share, of the Company (the "Common Stock").
The shares of Common Stock issuable upon exercise of this Warrant are
hereinafter referred to as the "Shares". This Warrant shall be exercisable until
4:00 p.m. MST May 1, 2011 (the "Expiry Date") except as provided hereunder or
otherwise cancelled or exchanged as provided herein.

2.            
Exercise Price. The exercise price per share for which all or any of the
Shares may be purchased pursuant to the terms of this Warrant shall be US$0.60.


3.            
Exercise Conditions. 

	 	(a) 	
      This Warrant may be exercised by Holder in whole or in
      part, upon delivery of written notice of intent to the Company at the
      address of the Company set forth in Section 11 below or such other address
      as the Company shall designate in written notice to
  Holder,



1





	 		
      together with this Warrant and payment (in the manner
      described in Section 3(c) below) for the aggregate Exercise Price of the
      Shares so purchased. Upon exercise of this Warrant as aforesaid, the
      Company shall as promptly as practicable execute and deliver to Holder a
      certificate or certificates for the total number of whole Shares for which
      this Warrant is being exercised in such names and denominations as are
      requested by Holder. If this Warrant shall be exercised with respect to
      less than all of the Shares, Holder shall be entitled to receive a new
      Warrant covering the number of Shares in respect of which this Warrant
      shall not have been exercised, which new Warrant shall in all other
      respects be identical to this Warrant.

	 	 	 
	 	(b) 	
      Payment for the Shares to be purchased upon exercise of
      this Warrant may be made by wire transfer or by the delivery of a
      certified or cashier's check payable to the Company for the aggregate
      Exercise Price of the Shares to be purchased. All payments shall be in
      U.S. Dollars.



4.            
Covenants and Conditions. The above provisions are subject to the
following: 

	 	(a) 	
      Neither this Warrant nor the Shares have been registered
      under the Securities Act of 1933, as amended (the "Act"), or any state
      securities laws ("Blue Sky Laws"). This Warrant and the Shares have been
      acquired by the Holder for investment purposes and not with a view to
      distribution or resale, and the Shares may not be made subject to a
      security interest, pledged, hypothecated, sold or otherwise transferred
      without an effective registration statement therefor under the Act and
      such applicable Blue Sky Laws or an opinion of counsel (which opinion and
      counsel rendering same shall be reasonably acceptable to the Company) that
      the registration is not required under the Act and under any applicable
      Blue Sky Laws. Certificates representing the Shares shall bear
      substantially the following legend:



“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY BE
OFFERED, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (A) TO THE
CORPORATION; (B) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH
SECURITIES WHICH HAS BEEN DECLARED AND CONTINUES TO BE EFFECTIVE UNDER THE U.S.
SECURITIES ACT; (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE
904 OF REGULATION UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS; (D) WITHIN THE UNITED STATES IN A TRANSACTION THAT
DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR APPLICABLE STATE
SECURITIES LAWS, AND THE SELLER HAS FURNISHED TO THE CORPORATION AN OPINION TO
SUCH EFFECT FROM COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE
CORPORATION PRIOR TO SUCH OFFER, SALE OR TRANSFER.” 

“UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE
DATE THAT IS FOUR (4) MONTHS AND ONE (1) DAY AFTER THE LATTER OF (i) MAY 1, 2009
[THE DISTRIBUTION DATE]; AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER
IN 

2




THE PROVINCE OR TERRITORY.”

	 		
      Other legends as required by applicable federal and state
      laws may be placed on such certificates. Holder and the Company agree to
      execute such documents and instruments as counsel for the Company
      reasonably deems necessary to effect compliance of the issuance of this
      Warrant and any Shares issued upon exercise hereof with applicable federal
      and state securities laws.

	 	 	 
	 	(b) 	
      The Company covenants and agrees that all Shares which
      may be issued upon exercise of this Warrant will, upon issuance and
      payment therefor, be legally and validly issued and outstanding, fully
      paid and non-assessable.



5.            
Warrantholder not Stockholder. This Warrant does not confer upon Holder
any voting rights or other rights as a stockholder of the Company. 

6.            
Certain Adjustments. 

	 	(a) 	
      Capital Reorganizations, Mergers, Consolidations or
      Sales of Assets. If at any time there shall be a capital
      reorganization (other than a combination or subdivision of Common Stock
      otherwise provided for herein), a share exchange (subject to and duly
      approved by the stockholders of the Company) or a merger or consolidation
      of the Company with or into another corporation, or the sale of the
      Company's properties and assets as, or substantially as, an entirety to
      any other person, then, as a part of such reorganization, share exchange,
      merger, consolidation or sale, lawful provision shall be made so that
      Holder shall thereafter be entitled to receive upon exercise of this
      Warrant, during the period specified in this Warrant and upon payment of
      the Exercise Price, the number of shares of stock or other securities or
      property of the Company or the successor corporation resulting from such
      reorganization, share, exchange, merger, consolidation or sale, to which
      Holder would have been entitled under the provisions of the agreement in
      such reorganization, share exchange, merger, consolidation or sale if this
      Warrant had been exercised immediately before that reorganization, share
      exchange, merger, consolidation or sale. In any such case, appropriate
      adjustment (as determined in good faith by the Company's Board of
      Directors) shall be made in the application of the provisions of this
      Warrant with respect to the rights and interests of Holder after the
      reorganization, share exchange, merger, consolidation or sale to the end
      that the provisions of this Warrant (including Adjustment of the Exercise
      Price then in effect and the number of the Shares) shall be applicable
      after that event, as near as reasonably may be, in relation to any shares
      or other property deliverable after that event upon exercise of this
      Warrant.

	 	 	 
	 	(b) 	
      Splits and Subdivisions. If the Company at any
      time or from time to time fixes a record date for the effectuation of a
      split or subdivision of the outstanding shares of Common Stock or the
      determination of the holders of Common Stock entitled to receive a
      dividend or other distribution payable in additional shares of Common
      Stock or other securities or rights convertible into, or entitling the
      holder thereof to receive directly or indirectly, additional shares of
      Common Stock (hereinafter referred to as the "Common Stock Equivalents")
      without payment of any consideration by such holder for the additional
      shares of Common Stock or Common Stock Equivalents, then, as of such
      record date (or the date of such distribution, split or subdivision if no
      record date is fixed), the Exercise Price shall (i) in the case of a split
      or subdivision, be appropriately decreased and the number of the Shares
      shall be appropriately increased in proportion to such increase
  of



3





	 		
      outstanding shares and (ii) in the case of a dividend or
      other distribution, the holder of the warrant shall have the right to
      acquire without additional consideration, upon exercise of the warrant,
      such property or cash as would have been distributed in respect of the
      shares of Common Stock for which the warrant was exercisable had such
      shares of Common Stock been outstanding on the date of such
      distribution.

	 	 	 
	 	(c) 	
      Combination of Shares. If the number of shares of
      Common Stock outstanding at any time after the date hereof is decreased by
      a combination or reverse stock split of the outstanding shares of Common
      Stock, the Exercise Price shall be appropriately increased and the number
      of the Shares shall be appropriately decreased in proportion to such
      decrease in outstanding shares.

	 	 	 
	 	(d) 	
      Certificate as to Adjustments. In the case of each
      adjustment or readjustment of the Exercise Price pursuant to this Section
      6, the Company will promptly compute such adjustment or readjustment in
      accordance with the terms hereof and cause a certificate setting forth
      such adjustment or readjustment and showing in detail the facts upon which
      such adjustment or readjustment is based to be delivered to Holder. The
      Company will, upon the written request at any time of Holder, furnish or
      cause to be furnished to Holder a certificate setting
  forth:




	 	(i) 	
      Such adjustment and readjustments;

	 	 	 
	 	(ii) 	
      The Exercise Price at the time in effect; and

	 	 	 
	 	(iii) 	
      The number of Shares and the amount, if any, of other
      property at the time receivable upon the exercise of the
  Warrant.




	 	(e) 	
      Notices of Record Date, etc. In the event
    of:




	 	(i) 	
      Any taking by the Company of a record of the holders of
      any class of securities of the Company for the purpose of determining the
      holders thereof who are entitled to receive any dividends or other
      distribution, or any right to subscribe for, purchase or otherwise acquire
      any shares of stock of any class or any other securities or property, or
      to receive any other right; or

	 	 	 
	 	(ii) 	
      Any capital reorganization of the Company, any
      reclassification or recapitalization of the capital stock of the Company
      or any transfer of all or substantially all of the assets of the Company
      to any other person or any consolidation, share exchange or merger
      involving the Company; or

	 	 	 
	 	(iii) 	
      Any voluntary or involuntary dissolution, liquidation or
      winding up of the Company, the Company will mail to Holder at least 5 days
      prior to the earliest date specified herein, a notice
  specifying:




	 	A 	
      The date on which any such record is to be taken for the
      purpose of such dividend, distribution or right, and the amount and
      character of such dividend, distribution or right; and

	 	 	 
	 	B 	
      The date on which any such reorganization,
      reclassification, transfer, consolidation, share exchange, merger,
      dissolution, liquidation or



4




winding up is expected to become
effective and the record date for determining stockholders entitled to vote
thereon. 

7.            
Reservation of Common Stock. The Company shall at all times reserve and
keep available out of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting the exercise of this Warrant, such number of its
shares of Common Stock as shall from time to time be sufficient to effect the
exercise of this Warrant, and if at any time the number of authorized but
unissued shares of Common Stock shall not be sufficient to effect the exercise
of the entire Warrant, in addition to such other remedies as shall be available
to the holder of this Warrant, the Company will use commercially reasonable
efforts to take such corporate action as may, in the opinion of its counsel, be
necessary to increase its authorized but unissued shares of Common Stock to such
number of shares as shall be sufficient for such purpose. 

8.            
Split-Up, Combination, Exchange and Transfer of Warrants. Subject to and
limited by the provisions of Section 4(a) hereof, this Warrant may be assigned,
split up, combined or exchanged for another Warrant or Warrants containing the
same terms and entitling the Holder to purchase a like aggregate number of
Shares. If the Holder desires to split up, combine or exchange this Warrant, the
Holder shall make such request in writing delivered to the Company and shall
surrender to the Company this Warrant and any other Warrants to be so assigned,
split up, combined or exchanged. Upon any such surrender for a split-up,
combination or exchange, the Company shall execute and deliver to the person
entitled thereto a Warrant or Warrants, as the case may be, as so requested. The
Company shall not be required to effect any split-up, combination or exchange
which will result in the issuance of a Warrant that entitled the Warrant holder
to purchase upon exercise a fraction of a share of Common Stock or a fractional
Warrant. The Company may require such Holder to pay a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
split-up, combination or exchange of Warrants. 

9.            
Successors and Assigns. All the covenants and provisions of this Warrant
shall bind and inure to the benefit of the Company's successors and assigns, and
the heirs, legatees, devisees, executors, administrators, personal and legal
representatives, and successors and permitted assigns of Holder. 

10.          
Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of Delaware.

5




11.          
Address for Notices.

	COMPANY: 	 HOLDER: 
	  	  
	Michael Crozier 	• 
	Bryan and Company LLP 	  
	2600 Manulife Place 	  
	10180 - 101 Street 	  
	Edmonton Alberta 	  
	Canada T5J 3Y2 	  
	  	  
	with a copy to: 	  
	  	  
	The Secretary, 	  
	Wescorp Energy Inc 	  
	Suite 770, 435 – 4th Avenue S.W 	  
	Calgary, Alberta. 	  
	Canada T2P 3A8 	  


12.          
Regulation D. 

The issuance of this Warrant is subject to the representations
of the Holder hereof that it is an “accredited investor” as defined by
Regulation D of the SEC, and the express warranty to the acquisition hereof, in
exchange for $1.00, receipt of which is acknowledged by Company, that the
acquisition was for investment and not for resale. Investor also warrants it has
had access to the filings of the Company on the SEC EDGAR site at www.sec.gov,
and has had the opportunity to review said filings and ask questions with
respect thereto and other investment-related questions of management of the
Company. Neither the Warrant nor Shares acquired hereunder are registered and
are “restricted securities” as that term is used SEC Rule 144. No subsequent
transfer or assignment may be made hereof, or of any Shares acquired hereunder
unless to an accredited investor in a transaction exempt from registration under
the Securities Act of 1933 and the laws of any other governing jurisdiction.


Wescorp Energy Inc. 

By: _______________________________


Name: Douglas E. Biles 
Title: President & CEO 

6