American Natural Energy Corporation  - Exhibit 10.3 - Filed by newsfilecorp.com






Exhibit 10.3 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
  UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES
  ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF,
  BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH
  SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY;
  (B) IN ACCORDANCE WITH RULE 905 OF REGULATION S UNDER THE U.S. SECURITIES ACT;
  (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES
  ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY
  APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE
  REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
  LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), UPON REQUEST OF THE COMPANY,
  THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING
  IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT.

WARRANT TO PURCHASE COMMON SHARES 
OF 
AMERICAN
NATURAL ENERGY CORPORATION 
(Incorporated under the laws of State of
Oklahoma) 

Warrant Certificate No: W-08-2012-01 

THIS IS TO CERTIFY THAT, for value received, Palo Verde
Acquisitions, LLC., the holder of this Warrant, is entitled to purchase:


20,000,000 

non-assessable common shares of American Natural Energy
Corporation (hereinafter called the "Company") as such shares were constituted
on August 13, 2012 at any time up to 4:30 p.m. local time at the City of Tulsa,
Oklahoma on August 13, 2014 at and for a price of US $0.23 per share, of lawful
money of the United States, upon and subject to the terms and conditions
attached hereto. 

This Warrant may not be transferred or assigned by the holder.


This Warrant and the common shares to be issued upon its
exercise have not been registered under the United States Securities Act of
1933, as amended (the "U.S. Securities Act") or the securities laws of any state
of the United States. This Warrant may not be exercised unless (i) the common
shares are registered under the U.S. Securities Act and the applicable laws of
any such state, or, (ii) an exemption from such registration requirements is
available. "United States" and "U.S. person" are as defined in Regulation S
under the U.S. Securities Act. 

This Warrant may be exercised only at the offices of the
Company, Suite 2010, 6100 South Yale Avenue, Tulsa, Oklahoma, 74136. 

AMERICAN NATURAL ENERGY CORPORATION 

 

	Per: 	/s/ Michael Paulk 
	  	Director/Officer 
	  	  
	DATE: 	August 13, 2012 
	  	  
	
      NOTE: 
	
      Any share certificates issued upon exercise of this
      Warrant prior to the expiry of the hold periods will be printed with the
      corresponding legends. 







TERMS, CONDITIONS AND INSTRUCTIONS 

	1. 	
      The holder of this Warrant may subscribe for up to the
      number of shares of the Company ("Warrant Shares") indicated on the
      face hereof in accordance with and subject to the terms and conditions set
      out in this Warrant.

	 	 
	2. 	
      For each Warrant Share purchased pursuant to this Warrant
      on or before August 13, 2014, payment must be made in the amount of
      US$0.23 per share (the "Exercise Price"). All payments must be made
      in United States funds, in cash or by certified check, bank draft or money
      order payable, at par, in Tulsa, Oklahoma to "American Natural Energy
      Corporation" If payment is made by way of an uncertified check, the
      Company reserves the right to deem that the payment has not been received
      until the check has cleared the account upon which it has been
    drawn.

	 	 
	3. 	
      To exercise the rights evidenced by this Warrant, this
      Warrant with the Warrant Exercise Form attached hereto completed and
      payment as required for the shares subscribed for, must be delivered or
      mailed to the Company, Suite 2010, 6100 South Yale Avenue, Tulsa,
      Oklahoma, 74136 and received by such company.

	 	 
	4. 	
      The rights evidenced by this Warrant expire at 4:30 p.m.
      local time in Tulsa, Oklahoma, on August 13, 2014.

	 	 
	5. 	
      Any certificate representing common shares issued upon
      the exercise of this Warrant will bear the following legends, unless in
      the opinion of counsel to the Company such legend or legends are not
      required:




  
    
      UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE
        HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE (four
        months and 1 day from issue date). 

      WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE
        EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED,
        HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX
        VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A
        CANADIAN RESIDENT UNTIL (four months and 1 day from issue date).
        

    

  



	6. 	
      The certificates representing any Warrant Shares issued
      upon exercise of the Warrants, as well as all certificates issued in
      exchange for or in substitution of the foregoing, until, in the opinion of
      counsel to the Company, such time as is no longer required under the
      applicable requirements of the United States Securities Act of
      1933, as amended (the "U.S. Securities Act") or applicable
      state securities laws, will bear, on the face of such certificate, 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 THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
        THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT
        OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE
        TRANSFERRED ONLY (A) TO THE COMPANY; (B) IN ACCORDANCE WITH RULE 905 OF
        REGULATION S UNDER THE U.S. SECURITIES ACT; (C) IN ACCORDANCE WITH THE
        EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY
        RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE
        STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION
        UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS,
        AND, IN THE CASE OF PARAGRAPH (C) OR (D), UPON REQUEST OF THE COMPANY,
        THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED
        STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT.
        THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF
        TO EFFECT "GOOD DELIVERY" OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN
        STOCK EXCHANGE. 

    

  






- 2 - 

	7. 	
      The rights evidenced by this Warrant may not be
      transferred or assigned.

	 	 
	8. 	
      The rights to purchase Warrant Shares granted by this
      certificate may be exercised, subject to the terms and conditions hereof,
      in whole or in part (but not as to a fractional share) from time to
      time.

	 	 
	9. 	
      This Warrant does not entitle the holder to any rights as
      a shareholder of the Company, including, without limitation, voting
      rights.

	 	 
	10. 	
      If this Warrant or the purchase price are forwarded by
      mail, it is suggested that registered mail be used as the Company and
      Computershare Investor Services Inc. will not be responsible for any
      losses which occur through the use of mails.

	 	 
	10. 	
      The Company shall, no more than five business days after
      delivery of this Warrant, together with a duly executed Warrant Exercise
      Form and payment as required hereby for the shares subscribed for, issue
      and deliver to the holder certificates for that number of shares
      subscribed for, at the address shown on the Warrant Exercise
  Form.




	11. 	(a) 	If, prior to the expiry of this
      Warrant, the Company, 



	 	(i) 	
      subdivides, redivides, combines or consolidates its then
      outstanding common shares into a greater or lesser number of common
      shares, or

	 	 	 
	 	(ii) 	
      distributes securities by way of stock dividend or
      otherwise (other than the issuance of common shares to holders of common
      shares who have elected to receive stock dividends in lieu of cash
      dividends) to holders of all or substantially all of its then outstanding
      common shares,




	 		
      (any of such events herein called a "Common Share
      Reorganization"), then the Exercise Price shall be adjusted effective
      immediately after the record date determined for purposes, on the
      effective date, of such Common Share Reorganization by multiplying the
      Exercise Price in effect immediately prior to such record date or
      effective date, as the case may be, by a fraction, the numerator of which
      shall be the number of common shares outstanding on such record date or
      effective date, as the case may be, before giving effect to the Common
      Share Reorganization and the denominator of which shall be the number of
      common shares outstanding immediately after giving effect to such Common
      Share Reorganization including, in the case where securities exchangeable
      for or convertible into common shares are distributed, the number of
      common shares that would be outstanding if such securities were exchanged
      for or converted into common shares. From and after any adjustment of the
      Exercise Price pursuant to this section 11(a), the number of common shares
      issuable pursuant to this Warrant shall also be adjusted by multiplying
      the number of common shares then otherwise issuable by a fraction, the
      numerator of which shall be the Exercise Price in effect immediately prior
      to the adjustment and the denominator of which shall be the Exercise Price
      resulting from such adjustment.

	 	 	 
	 	(b) 	
      If, prior to the expiry of this Warrant, the Company
      fixes a record date for the issue of options, rights or warrants
      exercisable during a period expiring not more than 45 days after the
      record date for such issue (the "Rights Period") to all or
      substantially all the holders of common shares entitling them to acquire
      common shares or other securities convertible or exchangeable into common
      shares at less than 95% of their Current Market Price (as hereinafter
      defined) (any of such events herein called a "Rights
Offering"), then the Exercise Price shall be adjusted effective immediately
after the end of the Rights Period to a price determined by multiplying the
Exercise Price in effect immediately after such record date by a fraction, 







- 3 - 

	 	(i) 	
      the numerator of which shall be the aggregate
  of:

	 	 	 	 	 
	 		(1) 	
      the number of common shares outstanding as of the record
      date for the Rights Offering; and

	 	 	 	 	 
	 		(2) 	
      a number determined by dividing either

	 	 	 	 	 
	 			(A) 	
      the product of the number of common shares issued or
      subscribed for during the Rights Period and the price at which such common
      shares are offered, or

	 	 	 	 	 
	 			(B) 	
      the product of the exchange or conversion price of such
      securities offered and the number of common shares for or into which the
      securities so offered pursuant to the Rights Offering have been exchanged
      or converted during the Rights Period,

	 	 	 	 	 
	 			
      by the Current Market Price of the common shares on the
      record date for the Rights Offering; and

	 	 	 	 	 
	 	(ii) 	
      the denominator of which shall be the number of common
      shares outstanding after giving effect to the Rights Offering, including
      the number of common shares actually issued or subscribed for (or
      securities for or into which the securities so offered pursuant to the
      Rights Offering have been exchanged or converted) during the Rights
      Period.




	 		
      If the holder has exercised this Warrant at any time
      during the period commencing immediately after the record date for a
      Rights Offering and expiring on the last day of the Rights Period, the
      holder shall be entitled to receive from the Company, not later than 30
      days after the end of the Rights Period, an amount equal to the
      difference, if any, between the Exercise Price in effect immediately prior
      to the end of such Rights Period and the Exercise Price as adjusted for
      such Rights Offering pursuant to this section 11(b) multiplied by the
      number of common shares acquired upon such exercise of this Warrant.
      Payment of any such amount shall be mailed to the address to which the
      common shares purchased upon such exercise are to be sent.

	 	 	 
	 	(c) 	
      If, prior to the expiry of this Warrant, the Company
      distributes evidences of its indebtedness or any property or other assets
      (other than by way of a Common Share Reorganization or Rights Offering and
      excluding cash dividends paid in the ordinary course) to holders of all or
      substantially all of its then outstanding common shares, the number of
      common shares to be issued by the Company under this Warrant shall, at the
      time of exercise, be appropriately adjusted and the holder shall receive,
      in lieu of the number of common shares in respect of which the right is
      then being exercised, the aggregate number of common shares or other
      securities or property that the holder would have been entitled to receive
      as a result of such event, if, on the record date therefor, the holder had
      been the registered holder of the number of common shares to which the
      holder was theretofore entitled upon the exercise of this
  Warrant.

	 	 	 
	 	(d) 	
      If, prior to the expiry of this Warrant, there is a
      capital reorganization of the Company or a reclassification or other
      change in the common shares (other than a Common Share Reorganization) or
      a consolidation, merger or amalgamation of the Company with or into any
      other corporation or entity (other than a consolidation, merger or
      amalgamation which does not result in any reclassification of the
      outstanding common shares or a change of the common shares into other
      securities) or a transfer of all or substantially all of the Company's
      undertaking and assets to another corporation or entity in which the
      holders of common shares are entitled to receive shares, other securities
      or property (any of such events being called a "Capital
      Reorganization"), the holder, where the holder has not exercised this Warrant
      prior to the effective date of such Capital Reorganization, shall be
      entitled to receive and shall accept, upon the exercise of such right, on
      such date or any time thereafter, for the same aggregate consideration in
      lieu of the number of common shares to which the holder was theretofore
      entitled to subscribe for and purchase, the aggregate number of shares or
      other securities or property which the holder would have been entitled to
      receive as a result of such Capital Reorganization if, on the effective
      date thereof, the holder had been the registered holder of the number of
      common shares to which the holder was theretofore entitled to acquire
      hereunder.







- 4 - 

	 	(e) 	
      Any adjustments made pursuant to this section 11 shall be
      subject to the following rules and procedures:




	 	(i) 	
      the adjustments provided for in section 11 are cumulative
      and shall be made successively whenever an event referred to herein shall
      occur, provided no adjustment shall be made unless the cumulative effect
      of all such adjustments would change the Exercise Price by at least one
      percent of the current Exercise Price or if the holder is allowed to
      participate in the specified event as though the holder had exercised this
      Warrant prior to such occurrence of such event;

	 	 	 
	 	(ii) 	
      if the Company sets a record date to take any action and
      thereafter and before taking such action abandons its plan to take such
      action, then no adjustment to the Exercise Price shall be required by
      reason of setting such record date;

	 	 	 
	 	(iii) 	
      forthwith after any adjustment to the Exercise Price, the
      number of common shares or the type of securities issuable pursuant to
      this Warrant, the Company shall provide to the holder notice as to the
      amount of such adjustment and, in reasonable detail, describing the event
      requiring and the manner of computing or determining such
    adjustment;

	 	 	 
	 	(iv) 	
      upon the occurrence of each and every event set out in
      this section 11, the provisions of this Warrant, including the Exercise
      Price, shall ipso facto be deemed to be amended accordingly and the
      Company shall take all necessary action to comply with such provisions as
      so amended;

	 	 	 
	 	(v) 	
      "Current Market Price" of the common shares at any
      date means the weighted average trading price per share for the common
      shares for any 20 consecutive trading days (a "trading day" with
      respect to a stock exchange, quotation system or the over-the-counter
      market being a day on which such stock exchange, quotation system or
      over-the-counter market is open for business) selected by the Company
      commencing not more than 30 trading days and ending not less than three
      trading days before such date on such stock exchange or over-the-counter
      market on which the common shares trade (provided that if on any day in
      such period no closing price per share for the common shares is reported
      by such exchange for such day, the average of the reported closing bid and
      asked prices on such exchange on such day shall be deemed to be the
      closing price per share for the common shares for such day). If the common
      shares are not listed on a recognized stock exchange or quoted on the
      over-the-counter market, the Current Market Price of the common shares
      shall be, at any time, the price per common share equal to the fair market
      value thereof as reasonably determined by the board of directors of the
      Company;

	 	 	 
	 	(vi) 	
      if the Company after the date of issuance of this Warrant
      takes any action affecting the common shares, other than any action
      described in this section 11, which in the reasonable opinion of the
      directors would materially affect the rights of holders of this Warrant,
      the Exercise Price and the number of common shares which may be acquired
      upon the exercise of this Warrant shall be adjusted by the directors in
      such manner and at such time as the directors in their sole discretion may
      determine to be equitable in the circumstances; provided that no such
      adjustment will be made unless prior approval of any stock exchange on
      which the common shares are listed for trading has been obtained. Failure
      of the directors to make such an adjustment shall be prima
      facie evidence that the directors have determined that it is equitable
      to make no adjustment in the circumstances. If any such adjustment is
      made, the Company shall deliver a notice to the holder describing such
      adjustment;







- 5 - 

	 	(vii) 	
      in case a state of facts exists to which the provisions
      of this section 11 are not strictly applicable, or, if strictly
      applicable, operate in an unclear manner or in a manner that would not
      fairly adjust the rights of the holder against dilution in accordance with
      the intent and purposes of this section 11, the Company shall execute and
      deliver to the holder an amendment to this section 11 providing for an
      adjustment in the application of such provisions so as to adjust such
      rights in accordance with the advice of legal counsel to whom the Company
      may refer any such question. The Company shall refer such question to
      legal counsel upon the written request of the holder, acting
      reasonably;

	 	 	 
	 	(viii) 	
      in the event of any question arising with respect to the
      adjustments provided in section 11, such question shall be conclusively
      determined by a firm of chartered accountants appointed by the Company,
      acting reasonably (who may be the Company's auditors), such accountants
      shall have access to all necessary records of the Company and such
      determination shall be binding upon the Company and the holder;

	 	 	 
	 	(ix) 	
      as a condition precedent to the taking of any action
      which would result in an adjustment to the number of common shares
      purchasable upon exercise of these Warrants, the Company shall take any
      corporate action which may be necessary in order that the common shares to
      which the holder is entitled on the full exercise of its exercise right in
      accordance with the provisions hereof shall be available for such purpose
      and that such common shares may be validly and legally issued as fully
      paid and non-assessable common shares;

	 	 	 
	 	(x) 	
      if the issuance of any common shares upon the exercise of
      this Warrant requires any filing or registration with or approval of any
      governmental authority or compliance with any other requirement under any
      law before such shares may be validly issued upon such exercise, the
      Company agrees to take such actions as may be necessary to secure such
      filing, registration, approval or compliance, as the case may be; provided
      that, in the event that such filing, registration, approval or compliance
      is required only by reason of the particular circumstances of or actions
      taken by any such person, the Company will not be required to take such
      action;

	 	 	 
	 	(xi) 	
      the Company shall from time to time promptly after the
      occurrence of any event which requires an adjustment in the number of
      common shares purchasable upon exercise of this Warrant as above provided,
      deliver notice to the holder specifying the nature of the event requiring
      the adjustment and the amount of the adjustment thereby necessitated and
      setting forth in reasonable detail the adjusted number of common shares,
      method of calculation and the facts upon which such calculation is based;
      and

	 	 	 
	 	(xii) 	
      the Company will not effect any Capital Reorganization
      which could result in a successor to the Company unless prior to or
      simultaneously with the consummation thereof, the entity succeeding the
      Company acknowledges in writing that it is bound by and will comply with
      the provisions set forth in this Warrant
certificate.




	12. 	
      The Company will at all times before August 13, 2014 keep
      available, and reserve if necessary, out of its authorized shares, solely
      for the purpose of issue upon the exercise of this Warrant, such number of
      Warrant Shares of the Company as shall then be issuable upon the exercise
      of this Warrant. The Company covenants and agrees that all Warrant Shares
      which shall be so issuable will, upon issuance, be issued as fully paid
      and non-assessable and free from all liens, charges and encumbrances. The
      Company will use its commercially reasonable best efforts to maintain the
      listing of its common shares on the TSX Venture Exchange or another
      recognized stock exchange until the expiry date of this
  Warrant.







- 6 - 

	13. 	
      This Warrant certificate is to be governed by and
      construed in accordance with the laws of the State of Oklahoma and the
      laws of United States applicable therein.







WARRANT EXERCISE FORM 

The undersigned, holder of the within Warrant, hereby
subscribes for 20,000,000 common shares of American Natural Energy Corporation
(the "Company"), pursuant to a private placement conditionally approved by the
TSX Venture Exchange on June 29, 2012. If the number of common shares purchased
hereby does not exercise all of the rights evidenced by this Warrant, the holder
requests issuance and delivery to it at the following address of a new Warrant
evidencing the unused rights.

The undersigned directs that the common shares hereby
subscribed for be issued and delivered to it as follows: 

	NAME 	 	ADDRESS 	 	NO. OF SHARES 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


As at the time of exercise hereunder, the undersigned
represents, warrants and certifies as follows (check one): 

	[   ] 	(A) 	
      the undersigned holder at the time of exercise of the
      Warrants is not in the United States, is not a "U.S. person" as defined in
      Regulation S under the United States Securities Act of 1933, as
      amended (the "U.S. Securities Act") and is not exercising the
      Warrants for the account or benefit of a U.S. person or person in the
      United States and did not execute or deliver this exercise form in the
      United States; OR 

	[   ] 	(B) 	
      (i) the undersigned holder is resident in the United
      States, is a U.S. person, or is exercising the Warrant for the account or
      benefit of a U.S. person or person in the United States, (ii) the holder
      is a resident of the jurisdiction referred to in the address appearing
      above, (iii) the holder was the original subscriber for the Warrant from
      the Company and (iv) the representations, warranties and covenants set
      forth in the Subscription Agreement are true and correct on the date of
      exercise of this Warrant, including specifically, the representations and
      warranties in Schedule D to the Subscription Agreement; OR 

	[   ] 	(C) 	
      if the undersigned holder is resident in the United
      States, is a U.S. person, or is exercising the Warrant for the account or
      benefit of a U.S. Person or person in the United States, the undersigned
      holder either [ ] (i) is an "accredited investor" (as defined in Rule
      501(a) of Regulation D under the U.S. Securities Act) and has completed
      the U.S. Accredited Investor Status Certificate in the form attached to
      this exercise form and hereby makes the representations, warranties and
      acknowledgments as provided below OR [ ] (ii) has delivered to the Company
      and the Company’s transfer agent an opinion of counsel (which will not be
      sufficient unless it is in form and substance satisfactory to the Company)
      or such other evidence satisfactory to the Company to the effect that with
      respect to the common shares to be delivered upon exercise of the
      Warrants, the issuance of such securities has been registered under the
      U.S. Securities Act and applicable state securities laws or an exemption
      from the registration requirements of the U.S. Securities Act and
      applicable state securities laws is available. 



Note: Certificates representing common shares will not be
registered or delivered to an address in the United States unless box (B) or (C)
immediately above is checked. 

The undersigned additionally represents and warrants to the
Company that: 

	1. 	
      the undersigned has such knowledge and experience in
      financial and business matters as to be capable of evaluating the merits
      and risks of an investment in the common shares, and the undersigned is
      able to bear the economic risk of loss of his or her entire
    investment;

	 	 
	2. 	
      the undersigned is: (i) purchasing the common shares for
      his or her own account or for the account of one or more U.S. Accredited
      Investors with respect to which the undersigned is exercising sole
      investment discretion, and not on behalf of any other person; (ii)
      is purchasing the common shares for investment purposes only and not with
      a view to resale, distribution or other disposition in violation of United
      States federal or state securities laws; and (iii) in the case of the
      purchase by the undersigned of the common shares as agent or trustee for
      any other person or persons (each a "Beneficial Owner"), the
      undersigned holder has due and proper authority to act as agent or trustee
      for and on behalf of each such Beneficial Owner in connection with the
      transactions contemplated hereby; provided that: (x) if the undersigned
      holder, or any Beneficial Owner, is a corporation or a partnership,
      syndicate, trust or other form of unincorporated organization, the
      undersigned holder or each such Beneficial Owner was not incorporated or
      created solely, nor is it being used primarily to permit purchases without
      a prospectus or registration statement under applicable law; and (y) each
      Beneficial Owner, if any, is a U.S. Accredited Investor; and







2

	3. 	
      the undersigned has not exercised the Warrants as a
      result of any form of general solicitation or general advertising,
      including advertisements, articles, notices or other communications
      published in any newspaper, magazine or similar media or broadcast over
      radio, television or other form of telecommunications, or any seminar or
      meeting whose attendees have been invited by general solicitation or
      general advertising.



The undersigned also acknowledges and agrees that: 

	1. 	
      the Company has provided to the undersigned the
      opportunity to ask questions and receive answers concerning the terms and
      conditions of the offering, and the undersigned has had access to such
      information concerning the Company as the undersigned has considered
      necessary or appropriate in connection with the undersigned's investment
      decision to acquire the common shares;

	 	 	 
	2. 	
      if the undersigned decides to offer, sell or otherwise
      transfer any of the common shares, the undersigned must not, and will not,
      offer, sell or otherwise transfer any of such common shares directly or
      indirectly, unless:

	 	 	 
		(a) 	
      the sale is to the Company;

	 	 	 
		(b) 	
      the sale is made outside the United States in a
      transaction meeting the requirements of Rule 905 of Regulation S under the
      U.S. Securities Act and in compliance with applicable local laws and
      regulations;

	 	 	 
		(c) 	
      the sale is made pursuant to the exemption from the
      registration requirements under the U.S. Securities Act provided by Rule
      144 thereunder and in accordance with any applicable state securities or
      "blue sky" laws; or

	 	 	 
		(d) 	
      the common shares are sold in a transaction that does not
      require registration under the U.S. Securities Act or any applicable state
      laws and regulations governing the offer and sale of securities, and it
      has prior to such sale furnished to the Company an opinion of counsel
      reasonably satisfactory to the Company;

	 	 	 
	3. 	
      the common shares are "restricted securities" under
      applicable federal securities laws and that the U.S. Securities Act and
      the rules of the United States Securities and Exchange Commission provide
      in substance that the undersigned may dispose of the common shares only
      pursuant to an effective registration statement under the U.S. Securities
      Act or an exemption therefrom;

	 	 	 
	4. 	
      the Company has no obligation to register any of the
      common shares or to take action so as to permit sales pursuant to the U.S.
      Securities Act (including Rule 144 thereunder);

	 	 	 
	5. 	
      the certificates representing the common shares (and any
      certificates issued in exchange or substitution for the common shares)
      will bear a legend stating that such securities have not been registered
      under the U.S. Securities Act or the securities laws of any state of the
      United States and may not be offered for sale or
sold unless registered under the U.S. Securities Act and the
      securities laws of all applicable states of the United States or an
      exemption from such registration requirements is available;







3

	6. 	
      delivery of certificates bearing such a legend may not
      constitute "good delivery" in settlement of transactions on Canadian stock
      exchanges or over-the-counter markets,; and

	 	 
	7. 	
      the undersigned consents to the Company making a notation
      on its records or giving instructions to any transfer agent of the Company
      in order to implement the restrictions on transfer set forth and described
      in this Warrant Exercise Form.



In the absence of instructions to the contrary, the securities
or other property will be issued in the name of or to the holder hereof and will
be sent by first class mail to the last address of the holder appearing on the
register maintained for the Warrants. 

DATED this ____ day of ______________, 20____. 

_______________________________________________________
Signature


_______________________________________________________
Name
(please print) 


_______________________________________________________
Address


_______________________________________________________

 

 

Instructions: 

	1. 	
      The registered holder may exercise its right to receive
      Warrant Shares by completing this form and surrendering this form and the
      Warrant Certificate representing the Warrants being exercised together
      with payment of the aggregate Exercise Price, by certified check, bank
      draft or money order payable in U.S. dollars to the order of "American
      Natural Energy Corporation", to the Company, Suite 2010, 6100 South Yale
      Avenue, Tulsa, Oklahoma, 74136, and such other documents as the Company
      may reasonably require. Certificates for Warrant Shares will be delivered
      or mailed within five business days after the exercise of the Warrants.
      The rights of the registered warrant holder hereof cease if the Warrants
      are not exercised on or prior to August 13, 2014.

	 	 
	2. 	
      If the Warrant Exercise Form indicates that common shares
      are to be issued to a person or persons other than the registered holder
      of the Warrant Certificate, the signature of such holder of the Warrant
      Exercise Form must be guaranteed by an authorized officer of a chartered
      bank, trust company or medallion guaranteed by an investment dealer who is
      a member of a recognized stock exchange.







4

	3. 	
      If the Warrant Exercise Form is signed by a trustee,
      executor, administrator, curator, attorney, officer of a Company or any
      person acting in a judiciary or representative capacity, the certificate
      must be accompanied by evidence of authority to sign satisfactory to the
      Company.







U.S. ACCREDITED INVESTOR STATUS CERTIFICATE 


  	
        In connection with the exercise of certain outstanding
          warrants of AMERICAN NATURAL ENERGY CORPORATION (the "Company")
          by the holder, the holder hereby represents and warrants to the Company
          that the holder, and each beneficial owner (each a "Beneficial Owner"),
          if any, on whose behalf the holder is exercising such warrants, satisfies
          one or more of the following categories of Accredited Investor (please
          write "W/H" for the undersigned holder, and "B/O" for each beneficial
          owner, if any, on each line that applies): 

	 	  	 

	 ____	(1) 	 Any bank as defined in Section 3(a)(2) of the United States
          Securities Act of 1933, as amended (the "U.S. Securities Act")
          or any savings and loan association or other institution as defined
          in Section 3(a)(5)(A) of the U.S. Securities Act whether acting in its
          individual or fiduciary capacity; any broker or dealer registered pursuant
          to Section 15 of the U.S. Securities Exchange Act of 1934 or any insurance
          company as defined in Section 2(a)(13) of the U.S. Securities Act; any
          investment company registered under the U.S. Investment Company Act
          of 1940 or a business development company as defined in Section 2(a)(48)
          of that Act; any Small Business Investment Company licensed by the U.S.
          Small Business Administration under Section 301(c) or (d) of the U.S.
          Small Business Investment Act of 1958; any plan established and maintained
          by a state, its political subdivisions, or any agency or instrumentality
          of a state or its political subdivisions, for the benefit of its employees
          if such plan has total assets in excess of US$5,000,000; any employee
          benefit plan within the meaning of the U.S. Employee Retirement Income
          Security Act of 1974 if the investment decision is made by a plan fiduciary,
          as defined in Section 3(21) of such Act, which is either a bank, savings
          and loan association, insurance company, or registered investment adviser,
          or if the employee benefit plan has total assets in excess of US$5,000,000,
          or, if a self-directed plan, with investment decisions made solely by
          persons that are "accredited investors" (as such term is defined in
          Rule 501 of Regulation D of the U.S. Securities Act); 

	 	  	 

	 ____	(2) 	 Any private business development company as defined in
          Section 202(a)(22) of the U.S. Investment Advisers Act of 1940; 

	 	  	 

	 ____	(3) 	 Any organization described in Section 501(c)(3) of the
          U.S. Internal Revenue Code, corporation, Massachusetts or similar business
          trust, or partnership, not formed for the specific purpose of acquiring
          the securities offered, with total assets in excess of US$5,000,000;
        

	 	  	 

	 ____	(4) 	 Any trust with total assets in excess of US$5,000,000,
          not formed for the specific purpose of acquiring the securities offered,
          whose purchase is directed by a sophisticated person (being defined
          as a person who has such knowledge and experience in financial and business
          matters that he or she is capable of evaluating the merits and risks
          of the prospective investment); 

	 	  	 

	 ____	(5) 	 Any natural person whose individual net worth, or joint
          net worth with that person’s spouse, at the time of his purchase
          exceeds US$1,000,000, exclusive of the person’s primary residence;
        

	 	  	 

	 ____	(6) 	 Any natural person who had an individual income in excess
          of US$200,000 in each of the two most recent years or joint income with
          that person’s spouse in excess of US$300,000 in each of those years,
          and has a reasonable expectation of reaching the same income level in
          the current year; 

	 	  	 

	 ____	(7) 	 Any director or executive officer of the Issuer; or 

	 	  	 

	 ____	(8) 	 Any entity in which all of the equity owners meet the requirements
          of at least one of the above categories.