EX-4.12






Exhibit 4.12



EXCEPT AS SET FORTH IN THE IMMEDIATELY FOLLOWING SENTENCE WITH RESPECT TO THE “2007 TRC LENDER
WARRANTS” (AS DEFINED BELOW), THIS WARRANT (THIS “WARRANT”) AND THE SHARES OF COMMON STOCK
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS, OF THE ISSUER’S FOURTH AMENDED AND
RESTATED STOCKHOLDER AGREEMENT DATED AUGUST 1, 2007 (THE “STOCKHOLDER AGREEMENT”), A COPY
OF WHICH WILL BE MADE AVAILABLE UPON REQUEST. IF THIS WARRANT IS A 2007 TRC LENDER WARRANT (AS
DEFINED BELOW), ONLY THE SHARES OF COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO THE STOCKHOLDER
AGREEMENT.



THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND, EXCEPT
AND PURSUANT TO THE PROVISIONS OF ARTICLE 11 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE
SECURITIES LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE
ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM
REGISTRATION.



IN ADDITION, THE FOLLOWING IS INTENDED TO APPLY TO TRADES TO WHICH THE SECURITIES LAWS OR RULES OF
ANY PROVINCE OR TERRITORY OF CANADA ARE APPLICABLE: UNLESS PERMITTED UNDER SECURITIES LEGISLATION,
THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY
AFTER THE LATER OF (i) AUGUST 20, 2007, AND (ii) THE DATE THE ISSUER BECOMES A REPORTING ISSUER IN
ANY PROVINCE OR TERRITORY.



 





			
	 	 	 
	Issue Date:          ,
	 	Number of Shares:          
	WC-	 	 






 






COMMON STOCK PURCHASE WARRANT




To Purchase Shares of Common Stock, $0.0001 par value, of




TRIDENT RESOURCES CORP.




     THIS CERTIFIES that, for value received the receipt and sufficiency of which is hereby
acknowledged,           (together with successors and assigns, the “Holder”), is entitled, upon the
terms and subject to the conditions hereinafter set forth, at any time and from time to time
(subject to the provisions of Sections 1.2 and 1.3 hereof) on or prior to the Termination Date (as
defined in Section 1.2 hereof), but not thereafter, to purchase, from TRIDENT RESOURCES CORP., a
Delaware corporation (the “Company”), up to a maximum of the number of fully paid and
nonassessable shares shown above (subject to adjustment pursuant to Section 10 hereof, the



 









 




“Shares”) of the Company’s Common Stock, par value $0.0001 per share (the “Common
Stock”), at an exercise price per Share equal to the “Exercise Price”, as defined in
Section 1.1 below (subject to adjustment pursuant to Section 9 hereof). This Warrant is issued in
connection with that certain (i) TRC Subordinated Loan Agreement dated August 20, 2007 (as amended,
replaced or otherwise modified from time, the “Loan Agreement”; and the notes issued to
evidence the loans made thereunder, the “Notes”)
among the Company, Wells Fargo, N.A., as administrative
agent, and the other parties thereto and (ii) Amendment and Waiver No. 1 to the Credit Agreement
dated August 20, 2007 (the “2006 TRC Facility
Amendment”) among the Company, Credit Suisse, Toronto Branch, as
administrative agent, and the other parties thereto. All Warrants issued in connection with the
Loan Agreement are herein referred to as the “Loan Agreement Warrants” and all Warrants
issued in connection with the 2006 TRC Facility Amendment are herein referred to as the “2007
TRC Lender Warrants”.




     1. Exercise of Warrant.



          1.1 Exercisable Amount and Exercise Price. This Warrant shall be exercisable at the
option of the Holder at any time, or from time to time, after the Exercise Date (as defined in
Section 1.2 hereof), up to the Termination Date for all or any part of the Shares of Common Stock
which may be purchased hereunder. The exercise price per Share (the “Exercise Price”) is
$0.0001.




          1.2 Exercise Date and Termination Date. This Warrant (a) is not exercisable until
January 1, 2008 (the “Exercise Date”), and (b) subject to Section 3, shall terminate on,
and shall not be exercisable after, January 1, 2001 (the “Termination Date”).




          1.3 Exercise Procedures. This Warrant may be exercised, subject to compliance with
applicable securities laws, by the delivery (including, without limitation, delivery by facsimile)
of a duly executed Notice of Exercise (the “Notice of Exercise”) in the form annexed
hereto, and as soon as practicable after such date, surrendering:




               (a) this Warrant at the principal office of the Company; and



               (b) except as set forth in Section 1.4, payment of the Exercise Price by cash, wire transfer,
check or a combination thereof, at or to the office of the Company, or such other office, agency or
account (as applicable) of the Company as it may designate by notice in writing to the Holder at
the address set forth below, except that if the Holder is subject to HSR Act Restrictions (as
defined in Section 4 below), the Exercise Price shall be paid to the Company within five (5)
business days of the termination of all HSR Act Restrictions.



          1.4 Net Exercise. Subject to and in accordance with all applicable laws and
regulations, in lieu of exercising this Warrant pursuant to Section 1.3, this Warrant may be
exercised by the Holder, in whole or in part, without payment by the Holder of any additional cash
consideration, by surrender to the Company, with a Notice of Exercise marked to reflect “Net Issue
Exercise,” during normal business hours on any Business Day (as defined in Section 8 hereof). The
Company agrees that such Shares shall be deemed to be issued to the Holder as the record holder of
such Shares as of the close of business on the date on which this Warrant shall have been
surrendered as aforesaid and the Holder shall be treated for all purposes



2









 






as the holder of record of such Shares as of the close of business on such date. Upon such
exercise, Holder shall be entitled to receive Shares equal to the number of Shares computed as of
the date of surrender of this Warrant to the Company using the following formula:




	 	 	 	 	 	 	 
	 

	 	X =
	 	Y (A-B)	 	 
	 

	 	 	 	A
	 	 





Where:




	 	 	 	 	 
	 

	 	X =
	 	the number of Shares of Common Stock to be
issued to the Holder; 
	 
	 	 	 	 
	 

	 	Y =
	 	the number of shares of Common Stock issuable
under this Warrant or, if only a portion of this Warrant is being
exercised, the portion of this Warrant being exercised (at the date of
such exercise);
	 
	 	 	 	 
	 

	 	A =
	 	the fair market value of one Share of the
Company’s Common Stock (at the date of such exercise); and
	 
	 	 	 	 
	 

	 	B =
	 	the Exercise Price (as adjusted to the date
of such exercise).






     For purposes of the above calculation, the fair market value of one Share of Common Stock as
of a particular date shall mean:



               (a) if this Warrant is exercised contemporaneously with the closing of the issuance and sale
of shares of the Common Stock in the Company’s first underwritten public offering (the
“IPO”) pursuant to an effective registration statement under the Act, the fair market value
of Common Stock shall mean the price to the public specified in the Company’s final prospectus for
the IPO; and



               (b) if this Warrant is exercised other than in connection with the IPO, the fair market value
of Common Stock shall mean (x) if Common Stock is listed or traded on a securities exchange or over
the counter market, the arithmetic average of the closing price of Common Stock on the principal
securities exchange on which such securities are listed or quoted (or the arithmetic average of the
closing bid and ask prices, if traded over the counter), over a period of five consecutive Business
Days ending on the day on which the current fair market value is to be determined (or if such day
is not a Business Day, the Business Day next preceding such day), or (y) if Common Stock is not so
listed, as determined in good faith by the Board of Directors of the Company upon a review of
relevant factors, including due consideration of the highest price per share which the Company
could then obtain from a willing buyer (not a current employee or director of the Company) for such
Common Stock sold by the Company, from authorized but unissued shares, provided that if prior to
such date the Company has become subject to a merger, acquisition or consolidation pursuant to
which the Company is not or will not be the surviving party, the current fair market value of one
share of Common Stock shall be deemed to be the value received or to be received by the holders of
the shares of such Common Stock for each share of Common Stock pursuant to such merger, acquisition
or consolidation.



3









 





          Notwithstanding any other provision of this Warrant to the contrary, if the Holder decides to
exercise this Warrant while a registration statement is on file with the Securities and Exchange
Commission (the “SEC”) in connection with an IPO, this Warrant shall be deemed exercised on
the consummation of the IPO and the fair market value of a Share will be the price at which one
share of Common Stock was sold to the public in the IPO. If the Holder has elected to exercise
this Warrant pursuant to this Section 1.4 while a registration statement is on file with the SEC in
connection with an IPO and the IPO is not consummated, then the Holder’s exercise of this Warrant
shall not be effective unless the Holder confirms in writing the Holder’s intention to go forward
with the exercise of this Warrant.




     2. Issuance of Stock and New Warrant; No Fractional Shares or Scrip. Certificates for
the Shares purchased hereunder and, unless this Warrant has been fully exercised, a new Warrant
representing the portion of the Shares with respect to which this Warrant shall not then have been
exercised shall be delivered to the Holder (i) within 10 days after the date on which this Warrant
shall have been exercised as aforesaid or (ii) if applicable, upon receipt by the Company of the
Exercise Price if the Holder is subject to the HSR Act Restrictions (as defined in Section 3). The
Company covenants and agrees that all Shares which may be issued upon the exercise of rights
represented by this Warrant will, upon exercise of the rights represented by this Warrant and upon
issuance of such Shares, be fully paid and nonassessable and free from all preemptive rights of any
stockholder (other than preemptive rights that have been complied with or waived), free of all
taxes, liens, security interests, charges and other encumbrances with respect to the issue thereof,
other than encumbrances or restrictions arising under the Stockholder Agreement and applicable
securities laws, and shall rank pari passu with all shares of Common Stock then issued and
outstanding. The Company agrees that the Shares so issued shall be and be deemed to be issued to
the Holder as the record owner of such Shares as of the close of business on the date on which this
Warrant shall have been exercised as aforesaid. The Company further covenants and agrees to at all
times maintain and reserve a sufficient number of authorized but unissued shares of Common Stock to
allow for the exercise of this Warrant and, from time to time, will take all steps necessary to
amend its Certificate of Incorporation to provide sufficient reserves of Shares of Common Stock
issuable upon exercise of this Warrant. The Company shall not close its books against the transfer
of this Warrant or of any Shares issued or issuable upon the exercise of this Warrant in any manner
which interferes with the timely exercise of this Warrant. The Company shall from time to time
take all such action as may be necessary to assure that the par value per share of the unissued
Shares issuable upon exercise of this Warrant is at all times less than or equal to the Exercise
Price then in effect. Issuance of this Warrant shall constitute full authority to the Company’s
officers who are charged with the duty of executing stock certificates to execute and issue the
necessary certificates for shares of Common Stock upon the exercise of this Warrant.



     3. HSR Act. The Company hereby acknowledges that exercise of this Warrant by the
Holder may subject the Company and/or the Holder to the filing requirements of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) and that the Holder
may be prevented from exercising this Warrant until the expiration or early termination of all
waiting periods imposed by the HSR Act (“HSR Act Restrictions”). If on or before the
Termination Date the Holder has sent the Notice of Exercise to Company and the Holder has not been
able to complete the exercise of this Warrant prior to the Termination Date because of HSR Act
Restrictions, the Holder shall be entitled to complete the process of exercising this Warrant in



4









 




accordance with the procedures contained herein notwithstanding the fact that completion of
the exercise of this Warrant would take place after the Termination Date.




     4. Charges, Taxes and Expenses. Issuance of certificates for the Shares upon the
exercise of this Warrant shall be made, subject to compliance with applicable laws, including,
without limitation, applicable securities laws, without charge to the Holder for any issue or
transfer tax or other incidental expense in respect of the issuance of such certificate, all of
which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the
name of the Holder or, subject to compliance with applicable laws, including, without limitation,
applicable securities laws, and the consent of the Company (not to be unreasonably withheld,
delayed or conditioned), in such name or names as may be directed by the Holder; provided,
however, that in the event certificates for Shares are to be issued in a name other than
the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the
Assignment Form attached hereto duly executed by the Holder; and provided further,
that upon any such transfer involved in the issuance of any certificates for the Shares in a name
other than the name of the Holder, the Company may require, as a condition thereto, the payment of
a sum sufficient to reimburse it for any transfer tax or other charge or expense incidental
thereto.



     5. No Rights as Stockholders. Except as expressly set forth herein, this Warrant does
not entitle the Holder to any rights as a stockholder of the Company prior to the valid exercise
hereof.



     6. Registry of Warrant. The Company shall maintain at the office set forth in Section
13.4 below a registry showing the name and address of the Holder. This Warrant may be surrendered
for transfer or exercise, in accordance with its terms, at such office or agency of the Company,
and the Company shall be entitled to rely in all respects, prior to written notice to the contrary,
upon such registry.



     7. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of
evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and in the case of loss, theft or destruction, upon delivery of an unsecured indemnity
from the registered Holder in form and substance reasonably satisfactory to the Company and in the
case of mutilation, upon surrender and cancellation of this Warrant, the Company will make and
deliver a new Warrant of like tenor and dated as of such cancellation, in lieu of this Warrant.



     8. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of
any action or the expiration of any right required or granted herein shall be a Saturday or a
Sunday or shall be a legal holiday in the State of Delaware, State of New York or Province of
Alberta, then such action may be taken or such right may be exercised on the next succeeding day
not a Saturday, Sunday or legal holiday (a “Business Day”).



     9. Adjustment of Exercise Price and Number of Shares. The number and kind of
securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to
adjustment from time to time upon the occurrence of certain events, as follows.



          9.1 Reclassification or Merger. In case of any recapitalization, reclassification,
reorganization or other change of securities of the class issuable upon exercise of



5









 






this Warrant (other than a change solely in par value or from par value to no par value or
vice versa or as a result of a subdivision or combination of Shares or other securities subject to
this Warrant), the Company shall duly execute and deliver to the Holder a new Warrant as nearly
equivalent as possible to this Warrant; and in case of any merger or consolidation of the Company
with or into another corporation (other than a merger or consolidation with another corporation in
which the Company is the surviving corporation and which does not result in any reclassification or
change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of
all or substantially all of the assets of the Company (to the extent that the Common Stock is
converted into or exchanged for securities, money or other property), the Company, or such
successor or purchasing entity shall (a) duly execute and deliver to the Holder a new Warrant as
nearly equivalent as possible to this Warrant or (b) make appropriate written provisions, without
the issuance of a new Warrant, so that the Holder shall have the right to receive upon exercise of
this Warrant, at a total exercise price not to exceed the amount payable upon the exercise of this
Warrant, and in lieu of the Shares or other securities theretofore issuable upon exercise of this
Warrant immediately prior to such transaction, the kind and amount of shares of stock, other
securities, money and property receivable upon such recapitalization, reclassification,
reorganization, change, merger, consolidation or sale by a holder of the number of Shares or other
securities then purchasable under this Warrant. Any new Warrant shall provide for adjustments that
shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section
9. The provisions of this Section 9.1 shall similarly apply to successive recapitalizations,
reclassifications, reorganizations, changes, mergers, consolidations, sales or other similar
transactions of any kind.




          9.2 Split, Subdivision or Combination of Shares. If the Company, at any time after
the date hereof shall split or subdivide its outstanding Shares, the Exercise Price shall be
decreased (but in no event below the par value of the Common Stock) in inverse proportion to such
split or subdivision, and the number of Shares issuable hereunder shall be increased in direct
proportion to such split or subdivision. If the Company at any time after the date hereof shall
combine its outstanding shares, the Exercise Price shall be increased in inverse proportion to such
combination, and the number of Shares issuable hereunder shall be decreased in direct proportion to
such combination. All such increases or decreases referred to in this Section 9.2 shall become
effective at the close of business on the date the split, subdivision or combination becomes
effective.




          9.3 Adjustments for Dividends in Stock or Other Securities or Property. If, at any
time while this Warrant or any portion thereof remains outstanding and unexpired, the holders of
the Company’s Common Stock shall have received, or, on or after the record date fixed for the
determination of eligible stockholders, shall have become entitled to receive, without payment
therefor, shares of Common Stock, or additional stock or other securities or property (other than
cash) of the Company by way of dividend or other distribution, then and in each case, this Warrant
shall represent the right to acquire, in addition to the number of shares of the security
receivable upon exercise of this Warrant, and without payment of any additional consideration
therefor, the amount of such other or additional stock or other securities or property (other than
cash) of the Company that the Holder would hold on the date of such exercise had it been the holder
of record of the Shares receivable upon exercise of this Warrant on the date hereof and had
thereafter, during the period from the date hereof to and including the date of such event,
retained such shares and/or all other or additional stock or other securities or



6









 






property that would have been received by it as aforesaid during such period, giving effect to
all adjustments called for during such period by the provisions of this Section 9.




          9.4 2006 TRC Lender Warrants. In the event that the number of shares of Common Stock
issuable upon exercise of the warrants originally issued in connection with the Company’s Credit
Agreement dated November 24, 2006, as amended by the 2006 TRC Facility Amendment, among the
Company, Credit Suisse, Toronto Branch and the other parties thereto (“2006 TRC Lender
Warrants”) are increased pursuant to Section 8.9 of such warrants (“Additional 2006 TRC
Lender Warrants”), then the number of Shares of Common Stock issuable upon exercise of all of
the Loan Agreement Warrants and the 2007 TRC Lender Warrants (taken together) shall be increased by
an amount equal to 0.3794 multiplied by the number of Additional 2006 TRC Lender Warrants,
and the number of Shares of Common Stock issuable upon exercise of this Warrant shall automatically
be increased pro rata in proportion to the number of Shares of Common Stock issuable upon exercise
of all of the Loan Agreement Warrants and the 2007 TRC Lender Warrants. Any reference to Section
8.9 of the 2006 TRC Lender Warrants herein shall be deemed to be a reference to such section, as
the same may be amended after the date hereof.




          9.5 Post-Closing Syndication. In the event that in connection with the Syndication
Completion Date (as defined in the Loan Agreement), the Company is obligated to repay the advances
made under the Loan Agreement in accordance with Section 2.04(b)(ii) of the Loan Agreement, then,
concurrent with such repayment, the Holder shall surrender, if and only if this Warrant is a Loan
Agreement Warrant, the Warrant to the Company, and the Company shall immediately issue to the
Holder a new Loan Agreement Warrant, adjusted to be exercisable for that number of Shares of Common
Stock equal to the product of (a) the number of Shares of Common Stock for which this Warrant is
then exercisable and (b) a fraction, the numerator of which is the aggregate principal amount of
Notes held by such Holder immediately after such repurchase and the denominator of which is the
aggregate principal amount of Notes held by such Holder immediately prior to such repurchase.
Notwithstanding anything to the contrary contained herein, from the Effective Date until the
Syndication Completion Date, the Holder shall not transfer the Loan Agreement Warrant held by it,
in whole or in part, to any other person and any such transfer or attempted transfer shall be void
ab initio. This Section 9.5 shall not apply to any Holder of 2007 TRC Lender Warrants.




          9.6 Certificate as to Adjustments. Upon the occurrence of each adjustment or
readjustment pursuant to this Section 9, the Company at its expense shall promptly compute such
adjustment or readjustment in accordance with the terms hereof and shall furnish to each Holder of
this Warrant a certificate setting forth such adjustment or readjustment and showing in detail the
facts upon which such adjustment or readjustment is based. The Company shall, upon the written
request, at any time, of any such Holder, furnish or cause to be furnished to such Holder a like
certificate setting forth: (a) such adjustments and readjustments; (b) the Exercise Price at the
time in effect; and (c) the number of Shares and the amount, if any, of other property that at the
time would be received upon the exercise of this Warrant.




7









 








     10. Transferability of Securities.



          10.1 Compliance with Securities Laws on Transfer. This Warrant and the Shares or
other securities issuable upon exercise of this Warrant (collectively the “Securities”) may
not be transferred or assigned in whole or in part without compliance with applicable securities
laws by the transferor and the transferee (including, without limitation, the delivery of
investment representation letters and legal opinions reasonably satisfactory to the Company, as
reasonably requested by the Company). The Company shall not require the Holder to provide an
opinion of counsel if the transfer is to an Affiliate (as defined in the Stockholder Agreement) of
a Holder that is also (i) resident in the United States and (ii) a holder of notes evidencing loans
made under the Loan Agreement or the indebtedness underlying the 2006 TRC Facility Amendment,
provided that any such transferee is an “accredited investor” as defined in Regulation D
promulgated under the Act. Each holder of Securities agrees, and will cause any proposed
purchaser, assignee, pledgee or transferee of Securities held by such holder to agree, to execute a
joinder to the Stockholder Agreement, to the extent such agreement is still then in effect,
evidencing such holder’s agreement to be bound by the terms thereof, and no such transfer shall be
effective until such joinder has been executed. Subject to the provisions of this Section 10, this
Warrant and the Securities are transferable, in whole or in part, to any person or entity upon
written notice to the Company. The transfer shall be recorded on the books of the Company upon the
surrender of this Warrant together with the Assignment Form annexed hereto properly endorsed, to
the Company at office or agency of the Company set forth in Section 13.4, and the payment to the
Holder of all transfer taxes and other governmental charges imposed on such transfer. Upon
consummation of such transfer the transferee shall thereafter be considered the “Holder” for
purposes of this Warrant. In the event of a partial transfer, the Company shall issue to the
holders one or more appropriate new warrants.




          10.2 Restrictive Legend. Each certificate representing the Securities and any other
securities issued in respect of the Securities upon any stock split, stock dividend,
recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the
provisions of 9.3 below) be stamped or otherwise imprinted with a legend in the following form (in
addition to any legend required under applicable state securities laws):



The legend in the immediately succeeding paragraph would be added in the event the Stockholder
Agreement is still in effect at such time:



EXCEPT AS SET FORTH IN THE IMMEDIATELY FOLLOWING SENTENCE WITH RESPECT TO THE “2007 TRC LENDER
WARRANTS” (AS DEFINED BELOW), THIS WARRANT (THIS “WARRANT”) AND THE SHARES OF COMMON STOCK
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS, OF THE ISSUER’S FOURTH AMENDED AND
RESTATED STOCKHOLDER AGREEMENT DATED AUGUST 1, 2007 (THE “STOCKHOLDER AGREEMENT”), A COPY
OF WHICH WILL BE MADE AVAILABLE UPON REQUEST. IF THIS WARRANT IS A 2007 TRC LENDER WARRANT (AS
DEFINED BELOW), ONLY THE SHARES OF COMMON STOCK REPRESENTED HEREBY ARE SUBJECT TO THE STOCKHOLDER
AGREEMENT.



THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”), OR


8









 






THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND, EXCEPT AND PURSUANT TO THE PROVISIONS
OF ARTICLE 11 OF THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE COMPANY TO THE HOLDER AS
OF                     , 2007 MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE SECURITIES LAWS OR, IN THE
OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH
OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.



IN ADDITION, THE FOLLOWING IS INTENDED TO APPLY TO TRADES TO WHICH THE SECURITIES LAWS OR RULES OF
ANY PROVINCE OR TERRITORY OF CANADA ARE APPLICABLE: UNLESS PERMUTED UNDER SECURITIES LEGISLATION,
THE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY
AFTER THE LATER OF (i) AUGUST 20, 2007, AND (ii) THE DATE THE ISSUER BECOMES A REPORTING ISSUER IN
ANY PROVINCE OR TERRITORY.




     Each holder of Restricted Securities and each subsequent transferee (hereinafter collectively
referred to as a “Restricted Holder”) consents to the Company making a notation on its
records and giving instructions to any transfer agent of the Securities in order to implement the
restrictions on transfer established in this Section 10. Securities represented by a certificate
bearing the legend set forth in this Section 10 are referred to herein as “Restricted
Securities.”



          10.3 Removal of Restrictions on Transfer of Securities. Any legend referred to in
Section 10.2 hereof stamped on a certificate evidencing the Securities, and the stock transfer
instructions and record notations with respect to the Securities shall be removed, and the Company
shall issue a certificate without such legend to the Restricted Holder of the Securities, if the
offer and sale of such Securities is registered under the Act, or if such Restricted Holder
provides the Company with an opinion of counsel reasonably satisfactory to the Company to the
effect that a public sale or transfer of such security may be made without registration under the
Act and such Restricted Holder provides the Company with reasonable assurances and customary
supporting documentation, including, without limitation, representation letters from the Holder or
the Holder’s broker or agent, that such security can be sold without registration under the Act.




     11. Information. Without limiting any other rights that a Holder may have to the
extent such Holder is also a holder of Notes or other indebtedness of the Company,



               (a) the Company shall furnish the following information to the Holder: at any time when the
Company is not subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended,
upon request of holders and prospective purchasers of the Securities, the Company will promptly
furnish or cause to be furnished to such holders and purchasers, copies of the information required
to be delivered to holders and prospective purchasers of the Securities pursuant to Rule 144A(d)(4)
under the Securities Act (or any successor provision



9









 




thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of
the Securities;




               (b) if the Company proposes at any time (i) to declare any dividend or distribution upon any
of its capital stock (or any securities convertible into any of its capital stock, whether in cash,
property, stock, or other securities and whether or not a regular cash dividend); (ii) to effect
any redemption, reclassification or recapitalization of its capital stock (including, without
limitation preferred stock) (or any securities issuable in connection with its capital stock
(including, without limitation preferred stock)), whether as part of the exercise of an associated
warrant, or otherwise; or (iii) to effect any sale, license, or other disposition of all or
substantially all of the assets of the Company, or any reorganization, consolidation, merger or
sale of outstanding capital stock of the Company where the holders of the Company’s securities
before the transaction beneficially own less than a majority of the outstanding voting securities
of the surviving entity after the transaction, then, in connection with each such event, the
Company shall give the Holder at least 20 days prior written notice (and in the case such Holder is
also an “Initial Lender” under the Loan Agreement, a responsible officer of the Company shall also
provide e-mail and telephonic notice (which may include voice mail) to such Holder) of the date in
respect of the matters referred to in (i), (ii) or (iii) above, on which (1) a record will be taken
for such dividend, distribution, or subscription rights (and specifying the date on which the
holders of common stock will be entitled thereto) or for determining rights to vote, if any and
(2) the Company intends to effect a redemption of all or a portion of any of its preferred stock;



               (c) the Company shall provide the Holder with prompt notice upon the receipt by the Company of
any notice received by it from one or more holders of the Company’s preferred stock that such
holder or holders have elected to cause the Company to redeem the preferred stock held by such
holders; and



               (d) the Company shall provide the Holder at any time and from time to time with such
information as the Holder may reasonably request for purposes of the Holder’s Compliance with
regulatory, accounting and reporting requirements applicable to the Holder.



     12. Representations and Warranties of the Holder. The Holder represents and warrants
to the Company as follows:



          12.1 Purchase for Own Account. The Securities will not be acquired with a view to the
public resale or distribution within the meaning of the Act.




          12.2 Disclosure of Information. The Holder has received or has had full access to all
the information it considers necessary or appropriate to make an informed investment decision with
respect to the acquisition of the Securities.




          12.3 Investment Experience. The Holder understands that the purchase of this Warrant
and its underlying securities involves substantial risk. The Holder has experience as an investor
in securities of issuers like the Company and acknowledges that the Holder can bear the economic
risk of such Holder’s investment in this Warrant and its underlying securities and has such
knowledge and experience in financial or business matters that the Holder is capable of evaluating
the merits and risks of its investment in this Warrant and its underlying securities.




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          12.4 Accredited Investor Status. The Holder is an “accredited investor” within the
meaning of Regulation D promulgated under the Act.




     13. Miscellaneous.



          13.1 Issue Date. The provisions of this Warrant shall be construed and shall be given
effect in all respects as if it had been issued and delivered by the Company on the date hereof.




          13.2 Governing Law. This Warrant shall be governed in all respects by the laws of the
State of Delaware without regard to choice of laws or conflict of laws provisions thereof.




          13.3 Amendments. This Warrant may only be amended with the written consent of the
Company and the Holder.




          13.4 Notices. All notices and other communications provided for hereunder shall be in
writing (including telegraphic or telecopy communication) and mailed, telegraphed, telecopied or
delivered if to any Holder, at its address for notices as provided in the Loan Agreement, or at
such other address as may be designated by any Holder in a written notice to the Company, if to the
Company, at its address at Suite 1000, 444 7th Avenue S.W., Calgary, AB T2P 0X8, Attention: Chief
Financial Officer Fax: 403-668-5805, or at such other address or E-mail address as may be
designated by the Company in a written notice to the Holders. All such notices and other
communications shall, when mailed, telecopied, or E-mailed, be effective when deposited in the
mails, transmitted by telecopier or transmitted by E-mail, respectively.




          13.5 Binding Effect on Successors. This Warrant shall be binding upon any entity
succeeding the Company by merger or consolidation. All of the covenants and agreements of the
Company shall inure to the benefit of the successors and permitted assigns of the Holder.




          13.6 Registration Rights. Contemporaneously with issuance of this Warrant, the Holder
is executing two instruments by which the Holder becomes a party to the Company’s two registration
rights agreements, both dated as of January 5, 2006, providing for certain rights of the Holder to
require that the Company register the Shares issuable upon exercise of this Warrant under
applicable laws regarding the public offering and sale of securities. The Company acknowledges
that in connection with an assignment of this Warrant or the underlying shares of capital stock
meeting the provisions of Section 10.1 hereof, the rights of the Holder pursuant to the Company’s
two registration rights agreements, both dated as of January 5, 2006, shall be assigned to such
assignee.




          13.7 Right of First Refusal. Contemporaneously with issuance of this Warrant, the
Company, TEC and the Holders are executing that certain the Right of First Refusal Agreement dated
August 20, 2007 among the Company, Trident Exploration Corp., and the other parties thereto (the
“Right of First Refusal Agreement”). The Company acknowledges that in connection with an
assignment of this Warrant or the underlying shares of capital stock meeting the provisions of
Section 10.1 hereof, the rights of such Holder pursuant to the Right of First Refusal Agreement,
shall be assigned to such assignee in the same proportion that such Holder’s rights have been
assigned hereunder.




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[REMAINDER OF THIS PACE INTENTIONALLY LEFT BLANK]





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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto
duly authorized.




	 	 	 	 	 
	Dated: August___, 2007 	TRIDENT RESOURCES CORP.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Acknowledged and agreed:

[                                        ]

 	 
	By:  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



[SIGNATURE PAGE TO 2007 WARRANT]





 









 





NOTICE OF EXERCISE




To:  TRIDENT RESOURCES CORP.





	 	□	 	The undersigned hereby elects to purchase                     Shares (as defined in the attached
Common Stock Purchase Warrant (the “Warrant”)) pursuant to Section 1.3 of the Warrant
and herewith makes payment of $                    .
	 
	 	 	 	The undersigned is delivering contemporaneous with this Notice of Exercise pursuant
to Section 1.3 of the Warrant the investment representation letter in the form
annexed hereto confirming among other things, that the undersigned is an “accredited
investor” as defined in (i) Regulation D promulgated under the Securities Act of
1933, as amended and (ii) National Instrument 45-106 “Prospectus and Registration
Exemptions” (for purposes of Alberta, Canada law).
	 
	 	□	 	NET ISSUE EXERCISE
	 
	 	 	 	The undersigned hereby elects to convert                      percent (___%) of the value of this
Warrant pursuant to Section 1.4 of the Warrant.





	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	(Signature)	 	 
	 




 









 








ASSIGNMENT FORM1




(TO ASSIGN THE FOREGOING WARRANT, EXECUTE

THIS FORM AND SUPPLY REQUIRED INFORMATION,

INCLUDING THE INVESTMENT REPRESENTATION LETTER AND LEGAL

OPINION, IF ANY,

REFERRED TO IN SECTION 10.1 OF THE WARRANT.

DO NOT USE THIS FORM TO PURCHASE SHARES.)



FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to




(Please Print)




whose address is




(Please Print)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 	 	 	20	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Holder’s Signature:	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Holder’s Address:	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 







 




			
	1	 	In accordance with Section 10.1 of this Warrant, in the
event of a partial transfer, the Company shall issue to the holders one or more
appropriate new warrants.