Exhibit 4.9


THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE
SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN
SUBORDINATION AND INTERCREDITOR AGREEMENT (AS THE SAME MAY BE AMENDED OR
OTHERWISE MODIFIED FROM TIME TO TIME PURSUANT TO THE TERMS THEREOF, THE “SUBORDINATION  AGREEMENT”) DATED AS OF JANUARY 30, 2007,
AMONG STORM CAT ENERGY CORPORATION, A BRITISH COLUMBIA CORPORATION (“BORROWER”),
STORM CAT ENERGY (USA) CORPORATION, A COLORADO CORPORATION “STORM CAT (USA)”), JPMORGAN
CHASE BANK, N.A., AS GLOBAL ADMINISTRATIVE AGENT (THE “GLOBAL AGENT”), JPMORGAN
CHASE BANK, N.A., TORONTO BRANCH, AS CANADIAN ADMINISTRATIVE AGENT (THE
“CANADIAN AGENT”), ANY OTHER PERSON OR ENTITY PARTY THERETO AS A “SUBORDINATED
CREDITOR” TO THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY THE COMPANIES TO THE
AGENT AND THE SENIOR LENDERS (AS DEFINED IN THE SUBORDINATION  AGREEMENT) PURSUANT TO THE SENIOR DEBT
DOCUMENTS (AS DEFINED IN THE SUBORDINATION AGREEMENT), INCLUDING WITHOUT LIMITATION,
PURSUANT TO THAT (I) CREDIT AGREEMENT, DATED AS OF JULY 28, 2006, AS AMENDED BY
THE FIRST AMENDMENT TO CREDIT AGREEMENT DATED AS OF AUGUST 29, 2006, AMONG
BORROWER, STORM CAT (USA), VARIOUS FINANCIAL INSTITUTIONS PARTY THERETO AS
LENDERS AND THE GLOBAL AGENT, AND (II) CREDIT AGREEMENT, DATED AS OF JULY 28,
2006, AMONG BORROWER, VARIOUS FINANCIAL INSTITUTIONS PARTY THERETO AS LENDERS,
THE CANADIAN AGENT, AND THE GLOBAL AGENT, AS SUCH CREDIT AGREEMENTS MAY BE
AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME AS
PERMITTED UNDER THE SUBORDINATION 
AGREEMENT, AND TO INDEBTEDNESS REFINANCING THE INDEBTEDNESS UNDER THAT
AGREEMENT AS PERMITTED BY THE SUBORDINATION 
AGREEMENT; AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF,
IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION  AGREEMENT.


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND MAY NOT BE TRANSFERRED
UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE 1933
ACT, OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT
THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER RULE 144
UNDER THE 1933 ACT OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.


IN CANADA, UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE                                 
[NOTE: INSERT THE DATE THAT IS 4 MONTHS PLUS ONE (1) DAY AFTER ISSUANCE].











SERIES B
SUBORDINATED CONVERTIBLE NOTE DUE MARCH 31, 2012


	
  US$[                            ]

  	
  March
  [      ], 2007

  



 


FOR VALUE
RECEIVED, the undersigned STORM CAT ENERGY CORPORATION, a company incorporated under the
laws of the Province of British Columbia, Canada (together with its successors and assigns, (the “Company”),
hereby promises to pay to
[                                          ],
or its registered assigns (the “Holder”), the original principal sum of
[                                                            ]
AND NO/100 US DOLLARS
(US$                      ),
with interest thereon and Additional Amounts, if any, on the terms and
conditions set forth in the Purchase Agreement (as defined herein).


Payments of principal of,
interest on and any premium with respect to this Series B Subordinated
Convertible Note are to be made in accordance with Section 3 of the
Purchase Agreement (as defined below) and in lawful money of the United States
of America by check mailed and addressed to the registered Holder hereof by
certified or bank cashier’s check or wire transfer of immediately available
funds, at such address or to such account as such Purchaser specifies in
writing to the Company at least five Business Days before such payment is to be
made.


Notwithstanding any
provision to the contrary in this Series B Subordinated Convertible Note, the
Purchase Agreement or any other agreement, the Company shall not be required to
pay, and the Holder shall not be permitted to contract for, take, reserve,
charge or receive, any compensation which constitutes interest under applicable
law in excess of the maximum amount of interest permitted by law.


This Series B
Subordinated Convertible Note is one of a series of Series B Subordinated Convertible
Notes Due March 31, 2012, issued pursuant to the Series B Note Purchase
Agreement, dated as of January 19, 2007 (as from time to time amended, the “Purchase
Agreement”), among the Company, the other purchasers named therein, and is
entitled to the benefits thereof.  All
terms used herein shall have the meanings ascribed to them in the Purchase
Agreement.  Each Holder of this Series B
Subordinated Convertible Note will be deemed, by its acceptance hereof, to have
agreed to the provisions and to have made the representations and warranties
set forth in Article 6 of the Purchase Agreement.


This Series B
Subordinated Convertible Note is issuable as an instrument in registered form
within the meaning of Section 5f.103-1(c) of the United States Treasury regulations.  This Series B Subordinated Convertible Note
is transferable only by surrender hereof at the principal office of the Company
in Denver, Colorado, duly endorsed or accompanied by a written instrument of
transfer duly executed by the registered Holder of this Series B Subordinated
Convertible Note.


This Series B
Subordinated Convertible Note is also subject to mandatory and optional
conversion, in whole or from time to time in part, at the times and on the
terms specified in the Purchase Agreement, but not otherwise.


If an Event of Default as
defined in the Purchase Agreement occurs and is continuing, the unpaid
principal of this Series B Subordinated Convertible Note may be declared or
otherwise become 











due and payable in the
manner, at the price (including any applicable premium) and with the effect
provided in the Purchase Agreement.


The Company hereby
unconditionally waives any and all right to presentment, demand, protest or
notice of any kind (except as expressly required hereby or by the Purchase
Agreement) and any defenses to payment and/or any rights to setoff payment that
the Company may have against the
Holder or any other person, including any person who assigned this Series
B Subordinated Convertible Note to the
Holder.


Payments of principal,
interest on, Additional Amounts, if any, and any premium with respect to this
Series B Subordinated Convertible Note are not secured.


The
Company shall not effect any conversion of this Series B Subordinated
Convertible Note, and no Holder shall have the right to convert this Series B
Subordinated Convertible Note, to the extent that after giving effect to such
conversion, the beneficial owner of such common shares (together with such
Holder’s affiliates) would have acquired, through conversion of this Series B
Subordinated Convertible Note or otherwise, beneficial ownership of a number of
common shares that exceeds 9.99% (“Maximum
Percentage”) of the number of common shares outstanding immediately
after giving effect to such conversion. 
For purposes of the foregoing, beneficial ownership shall be calculated
as set forth in the Purchase Agreement. By written notice to the Company, the
Holder may from time to time increase or decrease the Maximum Percentage to any
other percentage not in excess of 19.99% nor below 9.99% as specified in such
notice; provided, that (I) any such increase or decrease will not be
effective until the sixty-first (61st) day after such written notice is delivered to
the Company, and (II) any such increase or decrease will apply only to the
Holder providing such written notice and not to any other holder of Series B
Subordinated Convertible Notes.


This Series B
Subordinated Convertible Note shall be governed by, and construed in accordance
with, the internal laws of the State of New York without regard to any
conflicts of law principles that would result in the application of the laws of
any other jurisdiction.  The Company
irrevocably submits to the exclusive jurisdiction of the courts of the State of
New York located in New York County and the United States District Court for
the Southern District of New York for the purpose of any suit, action,
proceeding or judgment relating to or arising out of this Agreement and the
transactions contemplated hereby. 
Service of process in connection with any such suit, action or
proceeding may be served on the Company anywhere in the world by the same
methods as are specified for the giving of notices under the Note Purchase
Agreement.  The Company irrevocably
consents to the jurisdiction of any such court in any such suit, action or
proceeding and to the laying of venue in such court.  The Company irrevocably waives any objection
to the laying of venue of any such suit, action or proceeding brought in such
courts and irrevocably waives any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum.


[Remainder Of Page Intentionally Blank; Signature Page
Follows]











 


	
  

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  STORM CAT ENERGY CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: J. Scott Zimmerman

  
	
   

  	
  Title:   President
  and Chief Executive Officer