**EXHIBIT
      4.4**





***NEITHER
      THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HAVE BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER
      ANY STATE SECURITIES LAW. IN ADDITION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED
      OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT
      COVERING THE SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS,
      (ii) THE COMPANY FIRST RECEIVES AN OPINION FROM AN ATTORNEY, REASONABLY
      ACCEPTABLE TO THE COMPANY, STATING THAT THE PROPOSED TRANSFER IS EXEMPT FROM
      REGISTRATION UNDER THE ACT AND UNDER ALL APPLICABLE STATE SECURITIES LAWS,
      OR
      (iii) THE TRANSFER IS MADE PURSUANT TO RULE 144 PROMULGATED UNDER THE
      ACT.***




298,330
      shares of Common Stock


Dated:
      August 30, 2007




**WARRANT
      FOR THE PURCHASE OF**


**SHARES
      OF COMMON STOCK**


**OF**


**TRUE
      NORTH ENERGY CORPORATION**





(A
      Nevada
      corporation)




FOR
      VALUE
      RECEIVED, True North Energy Corporation ("Company"), hereby certifies that
      EH&P Investments AG, Albisriederstrasse 164, CH-8040, Zurich, Switzerland or
      his, her or its registered assigns ("Holder"), is entitled, subject to the
      terms
      set forth below, to purchase from the Company, at any time or from time to
      time
      during the three-year period commencing on August 30, 2007 and expiring on
      August 29, 2010, two hundred ninety-eight thousand three hundred thirty
      (298,330) shares of Common Stock of the Company ("Common Stock"), at a purchase
      price of $1.17 per share. The number of shares of Common Stock purchasable
      upon
      exercise of this Warrant, and the purchase price per share, each as adjusted
      from time to time pursuant to the provisions of this Warrant, are hereinafter
      referred to as the "Warrant Shares" and the "Exercise Price,"
      respectively.




1.  Exercise





1.1  Procedure
      for Exercise .
      This
      Warrant may be exercised by the Holder, in whole or in part, by the surrender
      of
      this Warrant (with the Notice of Exercise Form attached hereto duly executed
      by
      such Holder) at the principal office of the Company, or at such other office
      or
      agency as the Company may designate, accompanied by payment in full, in lawful
      money of the United States, of an amount equal to the then applicable Exercise
      Price multiplied by the number of Warrant Shares then being purchased upon
      such
      exercise.




1.2  Date
      of
      Exercise .
      Each
      exercise of this Warrant shall be deemed to have been effected immediately
      prior
      to the close of business on the day on which this Warrant shall have been
      surrendered to the Company. At such time, the person or persons in whose name
      or
      names any certificates for Warrant Shares shall be issuable upon such exercise
      shall be deemed to have become the holder or holders of record of the Warrant
      Shares represented by such certificates.









1.3 Issuance
      of Certificate. As soon as practicable after the exercise of the purchase
      right represented by this Warrant, the Company at its expense will use its
      best
      efforts to cause to be issued in the name of, and delivered to, the Holder,
      or,
      subject to the terms and conditions hereof, to such other individual or entity
      as such Holder (upon payment by such Holder of any applicable transfer taxes)
      may direct:




(i) a
      certificate or certificates
      for the number of full shares of Warrant Shares to which such Holder shall
      be
      entitled upon such exercise (subject to Section 3 hereof), and




(ii) in
      case such exercise is in
      part only, a new warrant or warrants (dated the date hereof) of like tenor,
      stating on the face or faces thereof the number of shares currently stated
      on
      the face of this Warrant minus the number of such shares purchased by the Holder
      upon such exercise as provided in subsection 1.1 above.




2. Adjustments.





2.1 Split,
      Subdivision or Combination of Shares. If the outstanding shares of the
      Company's Common Stock at any time while this Warrant remains outstanding and
      unexpired shall be subdivided or split into a greater number of shares, or
      a
      dividend in Common Stock shall be paid in respect of Common Stock, the Exercise
      Price in effect immediately prior to such subdivision or at the record date
      of
      such dividend shall, simultaneously with the effectiveness of such subdivision
      or split or immediately after the record date of such dividend (as the case
      may
      be), shall be proportionately decreased. If the outstanding shares of Common
      Stock shall be combined or reverse-split into a smaller number of shares, the
      Exercise Price in effect immediately prior to such combination or reverse split
      shall, simultaneously with the effectiveness of such combination or reverse
      split, be proportionately increased. When any adjustment is required to be
      made
      in the Exercise Price, the number of shares of Warrant Shares purchasable upon
      the exercise of this Warrant shall be changed to the number determined by
      dividing (i) an amount equal to the number of shares issuable upon the exercise
      of this Warrant immediately prior to such adjustment, multiplied by the Exercise
      Price in effect immediately prior to such adjustment, by (ii) the Exercise
      Price
      in effect immediately after such adjustment.




2.2 Reclassification
      Reorganization, Consolidation or Merger. In the case of any reclassification
      of the Common Stock (other than a change in par value or a subdivision or
      combination as provided for in subsection 2.1 above), or any reorganization,
      consolidation or merger of the Company with or into another corporation (other
      than a merger or reorganization with respect to which the Company is the
      continuing corporation and which does not result in any reclassification of
      the
      Common Stock), or a transfer of all or substantially all of the assets of the
      Company, or the payment of a liquidating distribution then, as part of any
      such
      reorganization, reclassification, consolidation, merger, sale or liquidating
      distribution, lawful provision shall be made so that the Holder of this Warrant
      shall have the right thereafter to receive upon the exercise hereof, the kind
      and amount of shares of stock or other securities or property which such Holder
      would have been entitled to receive if, immediately prior to any such
      reorganization, reclassification, consolidation, merger, sale or liquidating
      distribution, as the case may be, such Holder had held the number of shares
      of
      Common Stock which were then purchasable upon the exercise of this Warrant.
      In
      any such case, appropriate adjustment (as reasonably determined by the Board
      of
      Directors of the Company) shall be made in the application of the provisions
      set
      forth herein with respect to the rights and interests thereafter of the Holder
      of this Warrant such that the provisions set forth in this Section 2 (including
      provisions with respect to the Exercise Price) shall thereafter be applicable,
      as nearly as is reasonably practicable, in relation to any shares of stock
      or
      other securities or property thereafter deliverable upon the exercise of this
      Warrant.









2.3 Price
      Adjustment. No adjustment in the per share Exercise Price shall be required
      unless such adjustment would require an increase or decrease in the Exercise
      Price of at least $0.01; provided, however, that any adjustments which by reason
      of this paragraph are not required to be made shall be carried forward and
      taken
      into account in any subsequent adjustment. All calculations under this Section
      2
      shall be made to the nearest cent or to the nearest 1/100th of a share, as
      the
      case may be.




2.4 No
      Impairment. The Company will not, by amendment of its Articles of
      Incorporation or through any reorganization, transfer of assets, consolidation,
      merger, dissolution, issue or sale of securities or any other voluntary action,
      avoid or seek to avoid the observance or performance of any of the terms to
      be
      observed or performed hereunder by the Company but will at all times in good
      faith assist in the carrying out of all the provisions of this Section 2 and
      in
      the taking of all such actions as may be necessary or appropriate in order
      to
      protect against impairment of the rights of the Holder of this Warrant to
      adjustments in the Exercise Price.




2.5 Notice
      of Adjustment. Upon any adjustment of the Exercise Price or extension of the
      Warrant exercise period, the Company shall forthwith give written notice thereto
      to the Holder of this Warrant describing the event requiring the adjustment,
      stating the adjusted Exercise Price and the adjusted number of shares
      purchasable upon the exercise hereof resulting from such event, and setting
      forth in reasonable detail the method of calculation and the facts upon which
      such calculation is based.




3. Fractional
      Shares. The Company shall not be required to issue fractions of shares of
      Common Stock upon exercise. If any fractions of a share would, but for this
      Section 3, be issuable upon any exercise, in lieu of such fractional share
      the
      Company shall round up or down to the nearest whole number.





4. Limitation
      on Sales. Each holder of this Warrant acknowledges that this Warrant and the
      Warrant Shares, as of the date of original issuance of this Warrant, have not
      been registered under the Securities Act of 1933, as amended ("Act"), and agrees
      not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose
      of this Warrant or any Warrant Shares issued upon its exercise in the absence
      of
      (a) an effective registration statement under the Act as to this Warrant or
      such
      Warrant Shares or (b) an opinion of counsel, reasonably acceptable to the
      Company, that such registration and qualification are not required. Absent
      prior
      registration, the Warrant Shares issued upon exercise thereof shall be imprinted
      with a legend in substantially the following form:





**THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND
      MAY
      NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE
      REGISTRATION STATEMENT COVERING THE SHARES UNDER THE ACT AND APPLICABLE STATE
      SECURITIES LAWS, (ii) THE COMPANY FIRST RECEIVES AN OPINION FROM AN
      ATTORNEY, REASONABLY ACCEPTABLE TO THE COMPANY, STATING THAT THE PROPOSED
      TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND UNDER ALL APPLICABLE
      STATE SECURITIES LAWS, OR (iii) THE TRANSFER IS MADE PURSUANT TO RULE 144
      PROMULGATED UNDER THE ACT.**










5. Notices
      of Record Date. In case: (i) the Company shall take a record of the holders
      of its Common Stock (or other stock or securities at the time deliverable upon
      the exercise of this Warrant) for the purpose of entitling or enabling them
      to
      receive any dividend or other distribution, or to receive any right to subscribe
      for or purchase any shares of any class or any other securities, or to receive
      any other right, or (ii) of any capital reorganization of the Company, any
      reclassification of the capital stock of the Company, any consolidation or
      merger of the Company with or into another corporation (other than a
      consolidation or merger in which the Company is the surviving entity), or any
      transfer of all or substantially all of the assets of the Company, or (iii)
      of
      the voluntary or involuntary dissolution, liquidation or winding-up of the
      Company, then, and in each such case, the Company will mail or cause to be
      mailed to the Holder of this Warrant a notice specifying, as the case may be,
      (i) the date on which a record is to be taken for the purpose of such dividend,
      distribution or right, and stating the amount and character of such dividend,
      distribution or right, or (ii) the effective date on which such reorganization,
      reclassification, consolidation, merger, transfer, dissolution, liquidation
      or
      winding-up is to take place, and the time, if any is to be fixed, as of which
      the holders of record of Common Stock (or such other stock or securities at
      the
      time deliverable upon the exercise of this Warrant) shall be entitled to
      exchange their shares of Common Stock (or such other stock or securities) for
      securities or other property deliverable upon such reorganization,
      reclassification, consolidation, merger, transfer, dissolution, liquidation
      or
      winding-up. Such notice shall be mailed at least ten (10) days prior to the
      record date or effective date for the event specified in such notice, provided
      that the failure to mail such notice shall not affect the legality or validity
      of any such action.





6. Reservation
      of Stock. The Company will at all times reserve and keep available, solely
      for issuance and delivery upon the exercise of this Warrant, such shares of
      Common Stock and other stock, securities and property, as from time to time
      shall be issuable upon the exercise of this Warrant.





7. Replacement
      of Warrants. Upon receipt of evidence reasonably satisfactory to the Company
      of the loss, theft, destruction or mutilation of this Warrant and (in the case
      of loss, theft or destruction) upon delivery of an indemnity agreement (with
      surety if reasonably required) in an amount reasonably satisfactory to the
      Company, or (in the case of mutilation) upon surrender and cancellation of
      this
      Warrant, the Company will issue, in lieu thereof, a new Warrant of like
      tenor.





8. Transfers,
      etc.





8.1 Warrant
      Register. The Company will maintain a register containing the names and
      addresses of the Holders of this Warrant. Any Holder may change its, his or
      her
      address as shown on the warrant register by written notice to the Company
      requesting such change.




8.2 Holder.
      Until any transfer of this Warrant is made in the warrant register, the Company
      may treat the Holder of this Warrant as the absolute owner hereof for all
      purposes; provided, however, that if and when this Warrant is properly assigned
      in blank, the Company may (but shall not be obligated to) treat the bearer
      hereof as the absolute owner hereof for all purposes, notwithstanding any notice
      to the contrary.









9. No
      Rights as Stockholder. Until the exercise of this Warrant, the Holder of
      this Warrant shall not have or exercise any rights by virtue hereof as a
      stockholder of the Company.





10. Successors.
      The rights and obligations of the parties to this Warrant will inure to the
      benefit of and be binding upon the parties hereto and their respective heirs,
      successors, assigns, pledgees, transferees and purchasers.





11. Change
      or Waiver. Any term of this Warrant may be changed or waived only by an
      instrument in writing signed by the party against which enforcement of the
      change or waiver is sought.





12. Headings.
      The headings in this Warrant are for purposes of reference only and shall not
      limit or otherwise affect the meaning of any provision of this
      Warrant.





13. Governing
      Law. This Warrant shall be governed by and construed in accordance with the
      laws of the State of New York. Each party hereby expressly agrees to the
      jurisdiction of the courts of the State of New York and hereby waives any claim
      or defense of inconvenient forum.





14. Mailing
      of Notices, etc. All notices and other communications under this Warrant
      (except payment) shall be in writing and shall be sufficiently given if sent
      to
      the Holder or the Company, as the case may be, by hand delivery, private
      overnight courier, with acknowledgment of receipt, or by registered or certified
      mail, return receipt requested, as follows:





Holder:
            To
                Holder's address on page 1 of this Warrant
              Attention:
                Name of Holder




The
                Company:
            To
                the Company's Principal Executive Offices
              Attention:
                President




or
      to
      such other address as any of them, by notice to the others may designate from
      time to time. Time shall be counted to, or from, as the case may be, the
      delivery in person or by overnight courier or five (5) business days after
      mailing.




TRUE
              NORTH ENERGY CORPORATIONBy:
            /s/
              John FolnovicName:
              John FolnovicTitle:
              President










**NOTICE
      OF EXERCISE**




TO: True
      North
      Energy Corporation





1.
      The
      undersigned hereby elects to purchase ________ shares of the True North Energy
      Corporation, pursuant to terms of the attached Warrant, and tenders herewith
      payment of the Exercise Price of such shares in full, together with all
      applicable transfer taxes, if any.




2.
      Please
      issue a certificate or certificates representing said shares of the Common
      Stock
      in the name of the undersigned or in such other name as is specified
      below:




3.
      The
      undersigned represents that it will sell the shares of Common Stock pursuant
      to
      an effective Registration Statement under the Securities Act of 1933, as
      amended, or an exemption from registration thereunder.




(Name)(Address)(Taxpayer
                Identification Number)




(Print
              Name of Holder)By:Title:Date: