EX-4.15






Exhibit 4.15




WARRANT CERTIFICATE




     THIS
WARRANT CERTIFICATE is issued as of September 18th, 2008 from Trident Exploration Corp.
(the “Corporation”) to Kaduna Energy Ltd. (the “Holder”).




	 	 	For good and valuable consideration, the parties hereto agree as follows:






	1.	 	This Warrant Certificate represents 20,000 share purchase warrants (the “Warrants”). Subject
to the conditions set forth herein, each Warrant is exercisable into one fully paid and
non-assessable common share in the capital of the Corporation (the “Common Shares”) at the
price of C $4.20 per Common Share (the “Subscription Price”).






	2.	 	The Holder is entitled to purchase at any time until 4:00 p.m. (Calgary time) on the earlier
of (a) August 6, 2012, and (b) the 90th calendar day following the date on which notice of a
Change in Control is given to the Holder (the “Expiry Time”), 20,000 Common Shares by
delivering: (i) one or more subscription forms, substantially in the form attached hereto as
Schedule “A” (the “Subscription Form”), duly completed and executed; and (ii) a wire transfer,
certified cheque or bank draft payable at par to or to the order of the Corporation in the
amount of the Subscription Price multiplied by the number of Common Shares subscribed for, to
the Corporation at its principal office in Calgary. Subject to applicable securities laws,
the Corporation will obtain and cause to be delivered to the person or persons specified in
the Subscription Form the certificate or certificates for the Common Shares subscribed for to
the respective address or addresses specified therein as soon as practicable and in any event
within 5 business days thereafter. Such certificates shall be deemed to have been issued and
the Holder shall be deemed for all purposes to have become the holder of record of the Common
Shares as of the date of receipt by the Corporation of the duly completed Subscription Form
and the Subscription Price therefor.






	3.	 	For the purposes of this Warrant Certificate, a “Change in Control” shall be deemed to have occurred if:






	 	(a)	 	any Person, or any Persons acting jointly or in concert with the foregoing, as
defined in Section 159 of the Securities Act (Alberta), as amended from time to time,
becomes after the date hereof the beneficial owner of, directly or indirectly,
securities of the Corporation representing 50% or more of either the then outstanding shares of common shares of the Corporation or the combined voting power of the
Corporation’s then outstanding securities; or
	 
	 	(b)	 	the Corporation merges, consolidates or amalgamates with any other entity,
other than a merger, consolidation or amalgamation which would result in the voting
securities of the Corporation owned by Aurora Energy, LLC, the members of Aurora
Energy, LLC, Trident CBM Corp. and NexGen Energy Canada Inc. and their affiliates (as
defined in the Securities Act (Alberta)) outstanding immediately prior to such merger,
consolidation or amalgamation continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving entity or any part
thereof) greater than 50% of the combined voting power of the voting securities of the
Corporation or such surviving entity or any parent thereof outstanding immediately
after such merger, consolidation or amalgamation.










 



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	 	 	Notwithstanding the foregoing, no Change in Control shall be deemed to have occurred if
there is consummated any transaction or series of integrated transactions immediately
following which the record holders of the common shares of the Corporation immediately prior
to such transaction or series of transactions continue to have substantially the same
proportionate ownership in the Corporation, or in an entity which owns the Corporation, or
all or substantially all of the assets of the Corporation, or in the Corporation and/or such
an entity and/or such assets, immediately following such transaction or series of
transactions. In addition, a transfer of all or substantially all of the assets or
undertaking of the Corporation shall not itself constitute a Change in Control.






	 	 	For purposes of this Section 3 of this Warrant Certificate, “Person” shall include any
individual, partnership, firm, body corporate, association, trust, unincorporated
organization or other entity, except that such term shall not include (i) the Corporation or
any of its affiliates (as defined in the Securities Act (Alberta), (ii) Aurora Energy, LLC,
the members of Aurora Energy, LLC, NexGen Energy Canada, Inc., Trident CBM Corp. or their
affiliates (as defined in the Securities Act (Alberta)), (iii) an underwriter temporarily
holding securities pursuant to an offering of securities, (iv) a body corporate or other
entity wholly owned by any shareholder of the Corporation; or (v) a body or bodies corporate
or other entity or entities owned, directly or indirectly, by all or any of the shareholders
of the Corporation in substantially the same proportions as their ownership of shares of the
Corporation.






	4.	 	At any time and from time to time, the Holder may exercise the right to purchase fewer Common
Shares than are represented by this Warrant Certificate. In such a case, the Holder shall be
entitled to receive a new Warrant Certificate representing the Warrants not then exercised.






	5.	 	The Corporation shall be entitled to treat the Holder as the absolute holder and owner of the
Warrants represented hereby and as the person exclusively entitled to vote and otherwise to
exercise all the rights and powers of an owner of the Warrants represented hereby and the
Corporation shall not be required to inquire into the existence of, or see to the performance
or observance of, any duty owed to a third person by the Holder. The holding of Warrants
under this Warrant Certificate does not make the Holder a shareholder of the Corporation, nor
does it entitle the Holder to any right or interest except as is expressly provided in this
Warrant Certificate.






	6.	 	The Warrants may not be transferred or assigned, in whole or in part, directly or indirectly.






	7.	 	The Corporation shall have the option on five business days’ written notice to the Holder, to
purchase all or any of the Warrants, at a purchase price per Warrant equal to the Current
Market Price per Common Share on the date such notice is sent, minus the Subscription Price
per Common Share. The completion of such purchase and sale shall occur on the fifth business
day following the date of which the Holder is given notice that the Corporation is exercising
such option. No Warrant shall be exercised after such notice is given, unless the Corporation
fails to complete such purchase and sale.






	8.	 	This Warrant Certificate is subject to the additional provisions contained in Schedule “B”
attached hereto and forming part hereof.






	9.	 	The Common Shares underlying the Warrants have not been registered under the United States
Securities Act of 1933, as amended (the “1933 Act”), or the securities laws of any state, and
the Warrants represented by this Warrant Certificate may not be exercised in the United States
or by or on behalf of a U.S. Person (as defined in Regulation S under the 1933 Act), unless an
exemption from registration under the 1933 Act and any applicable state securities laws is










 






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	 	 	available, and the Holder furnishes an opinion of counsel satisfactory to the Corporation to
such effect.






	10.	 	The address for notice of the Holder is as follows:




Kaduna Energy Ltd.

1129 Lansdowne Avenue S.W.

Calgary, Alberta T2S 1A4

Facsimile Number:                                        





	11.	 	Time shall be of the essence hereof. This Warrant Certificate may be executed in counterpart
and shall be governed by and construed in accordance with the laws in force in the Province of
Alberta and the laws of Canada applicable therein and shall be treated in all respects as an
Alberta contract.





          IN WITNESS WHEREOF the parties hereto have executed and delivered this Warrant Certificate on
the date first above written.



	 	 	 	 	 
	 	TRIDENT EXPLORATION CORP.

 	 
	 	By:  	/s/ Todd A. Dillabough
 	 
	 	 	Name:  	Todd A. Dillabough 	 
	 	 	Title:  	President & CEO 	 









 






 

	 	 	 	 	 




SCHEDULE “A” TO THE WARRANT CERTIFICATE




SUBSCRIPTION FORM




TO: TRIDENT EXPLORATION CORPORATION (the “Corporation”)





                                             
(the “Holder”) hereby subscribes for            
          Common Shares pursuant
to the provisions of a warrant certificate between the Corporation and the Holder dated August ___,
2003 (the “Warrant Certificate”) at the Subscription Price (as defined therein) on the terms
specified in the Warrant Certificate and encloses and tenders herewith a certified cheque or bank
draft payable at par to or to the order of the Corporation for the aggregate subscription price of
$                    .



     Capitalized terms used in this Subscription Form have the same meanings as in the Warrant
Certificate.



     The Holder hereby directs that the Common Shares be registered as follows:



	 	 	 	 	 
	Name(s) in Full	 	Address(es)	 	Number of Common Shares
	 
	 
	 	 	 	 
	 
	 
	 	 	 	 
	 
	 
	 	 	 	 
	 

	 	 	 	TOTAL:                                                        






(Please print the full name in which certificates are to be issued. If space is insufficient,
attach a separate signed sheet. If any of the securities are to be issued to a person or persons
other than the Holder, the Holder must pay all requisite transfer taxes and provide proof of such
payments to the Corporation.)




     The Holder hereby acknowledges that, upon the registration of the securities subscribed for
herein, the Warrant Certificate is hereby terminated and that, if the number of Warrants exercised
is less than the number of Warrants represented by the Warrant Certificate, the Holder is entitled
to a new Warrant Certificate respecting the Warrants not then exercised.



     DATED
this ___ day of                     ,                     .



	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 









 



 

	 	 	 	 	 




SCHEDULE “B” TO THE WARRANT CERTIFICATE




1. Definitions




In this Schedule:





	 	(a)	 	“Common Shares” means common shares in the capital of the Corporation as such shares were constituted on the date of the Warrant Certificate of which this Schedule
forms part, and shares of any other class resulting from the reclassification or change
of such Common Shares.
	 
	 	(b)	 	“Current Market Price” means a price per Common Share equal to the weighted
average price at which Common Shares have traded on the Toronto Stock Exchange, or, if
the Common Shares are not then listed thereon, on such stock exchange in Canada on
which such Common Shares are listed as may be selected for such purpose by the board of
directors of the Corporation, during the 20 consecutive trading days immediately prior
to the 3rd trading day prior to the date for which such calculation is made. If the
Common Shares are not listed on a stock exchange in Canada, the “Current Market Price”
shall be as determined by the board of directors of the Corporation acting reasonably.
	 
	 	(c)	 	“Effective Date” means the date of the Warrant Certificate of which this
Schedule forms part.
	 
	 	(d)	 	“Equity Shares” means the common shares and any shares of any other class or
series of a corporation which may from time to time be authorized for issue if by their
terms such shares confer on the holders thereof the right to participate in the
distribution of assets upon the voluntary or involuntary liquidation, dissolution or
winding-up of the corporation beyond a fixed sum or a fixed sum plus accrued dividends.
	 
	 	(e)	 	“Subscription Price” shall mean C $4.20 per Common Share (or such other
number of securities or property to which such Warrant entitles the Holder in lieu
thereof or in addition thereto under the provisions of the Warrant Certificate),
subject to adjustments pursuant to Section 2 hereof.






	 	 	Unless otherwise defined, capitalized terms used herein shall have the meanings ascribed to
them in the Warrant Certificate of which this Schedule forms part.





2. Adjustment of Subscription Rights





	 	(a)	 	Adjustment of Subscription Rights






	 	(i)	 	If at any time after the Effective Date and prior to the Expiry
Time there shall be a reclassification of the Common Shares outstanding at any
time or change of the Common Shares into other shares or securities, or any
other capital reorganization except as described in Subsection 2(b), or a
consolidation, amalgamation or merger of the Corporation with or into any other
corporation (other than a consolidation, amalgamation or merger which does not
result in any reclassification of the outstanding Common Shares or a change of
the Common Shares into other shares or securities), or a transfer of the
undertaking or assets of the Corporation as an entirety or substantially as an
entirety to another
corporation or other entity (any of such events being called a “Capital










 



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	 	 	 	Reorganization”), the Holder of any Warrant who thereafter shall exercise
its right to purchase Common Shares thereunder shall be entitled to receive,
and shall accept for the same aggregate consideration, in lieu of the number
of Common Shares to which it was theretofore entitled upon such exercise,
the kind and amount of share or other securities or property which such
Holder would have been entitled to receive as a result of such Capital
Reorganization if, on the effective date thereof, it had been the registered
holder of the number of Common Shares to which it was theretofore entitled
upon such exercise.
	 
	 	(ii)	 	If at any time after the Effective Date and prior to the Expiry
Time any adjustment in the Exercise Price shall occur as a result of:






	 	(A)	 	an event referred to in subsection 2(b)(i);
	 
	 	(B)	 	the fixing by the Corporation of a record date
for an event referred to in subsection 2(b)(ii); or
	 
	 	(C)	 	the fixing by the Corporation of a record date
for an event referred to in subsection 2(b)(iii) if such event
constitutes the issue or distribution to the holders of all or
substantially all of its outstanding Common Shares of: (1) Equity
Shares in the capital of the Corporation; or (2) securities
exchangeable for or convertible into Equity Shares in the capital of
the Corporation at less than the Current Market Price on such record
date; or (3) rights, options or warrants to acquire Equity Shares in
the capital of the Corporation at an exercise, exchange or conversion
price per Equity Share less than the Current Market Price on such
record date;






	 	 	 	then the number of Common Shares purchasable upon the subsequent exercise of each
Warrant shall be simultaneously adjusted by multiplying the number of Common Shares
purchasable upon the exercise of such Warrant immediately prior to such adjustment
by a fraction which shall be the reciprocal of the fraction employed in the
adjustment of the Exercise Price. To the extent that any adjustment in subscription
rights occurs pursuant to this subsection 2(a)(ii) as a result of a distribution of
exchangeable or convertible securities other than Equity Shares referred to in
subsection 2(b), or as a result of the fixing by the Corporation of a record date
for the distribution of rights, options or warrants referred to in subsection 2(b),
the number of Common Shares purchasable upon exercise of a Warrant shall be
readjusted immediately after the expiration of any relevant exchange, conversion or
exercise right to the number of Common Shares which would be purchasable based upon
the number of Common Shares actually issued and remaining issuable immediately after
such expiration, and shall be further readjusted in such manner upon expiration of
any further such right. To the extent that any adjustment in subscription rights
occurs pursuant to this subsection 2(a)(ii) as a result of the fixing by the
Corporation of a record date for the distribution of exchangeable or convertible
securities other than Equity Shares or rights, options or warrants referred to in
subsection 2(b)(iii), the number of Common Shares purchasable upon exercise of a
Warrant shall be readjusted immediately after the expiration of any relevant
exchange, conversion or exercise right to the number which would be purchasable
pursuant to this subsection 2(a) if the fair market value of such securities or such
rights, options or warrants had been determined for purposes of the adjustment
pursuant to this subsection 2(a)(ii) on the basis
of the number of Equity Shares in the capital of the Corporation issued and
remaining










 



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	 	 	 	issuable immediately after such expiration, and shall be further
readjusted in such manner upon expiration of any further such right.






	 	(b)	 	Adjustment of Subscription Price
	 
	 	 	 	The Subscription Price in effect at any date shall be subject to adjustment from
time to time as follows:






	 	(i)	 	If at any time after the Effective Date and prior to the Expiry
Time, the Corporation shall: (i) subdivide the outstanding Common Shares into a
greater number of Common Shares; (ii) consolidate the outstanding Common Shares
into a lesser number of Common Shares; or (iii) make any distribution, other
than by way of a dividend paid in the ordinary course, to the holders of all or
substantially all of the outstanding Common Shares payable in Common Shares
(any of such events being called a “Common Share Reorganization”), the
Subscription Price shall be adjusted effective immediately after the effective
date or record date, as the case may be, on which the holders of Common Shares
are determined for the purpose of the Common Share Reorganization by
multiplying the Subscription Price in effect immediately prior to such
effective date or record date by a fraction, the numerator of which shall be
the number of Common Shares outstanding on such effective date or record date
before giving effect to such 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.
	 
	 	(ii)	 	If at any time after the Effective Date and prior to the Expiry
Time, the Corporation shall fix a record date for the issue of rights, options
or warrants to the holders of all or substantially all the outstanding Common
Shares under which such holders are entitled during a period expiring not more
than forty-five (45) days after the record date for such issue to subscribe for
or purchase Common Shares, or securities convertible into or exchangeable for
Common Shares, at a price per Common Share or having a conversion or exchange
price per Common Share less than 95% of the Current Market Price per Common
Share on such record date, the Subscription Price shall be adjusted immediately
after such record date so that it shall equal the price determined by
multiplying the Subscription Price in effect on such record date by a fraction
of which the numerator shall be the total number of Common Shares outstanding
on such record date plus a number equal to the number determined by dividing
the aggregate price of the total number of additional Common Shares offered for
subscription or purchase, or the aggregate conversion or exchange price of the
convertible securities so offered, by such Current Market Price per Common
Share, and of which the denominator shall be the total number of Common Shares
outstanding on such record date plus the total number of additional Common
Shares offered for subscription or purchase (or into which the convertible
securities so offered are convertible or exchangeable). If by the terms of the
rights, options or warrants referred to in this Subsection 2(b)(ii), there is
more than one purchase, conversion or exchange price per Common Share, the
aggregate price of the total number of additional Common Shares offered for
subscription or purchase, or the aggregate conversion or exchange price of the
convertible securities so offered, shall be calculated for purposes of the










 



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	 	 	 	adjustment on the basis of the lowest purchase, conversion or exchange price
per Common Share, as the case may be. To the extent that any adjustment in
Subscription Price occurs pursuant to this Subsection 2(b)(ii) as a result
of the fixing by the Corporation of a record date for the distribution of
rights, options or warrants referred to in this Subsection 2(b)(ii), the
Subscription Price shall be readjusted immediately after the expiration of
any relevant exchange, conversion or exercise right to the Subscription
Price which would then be in effect based upon the number of Common Shares
actually issued and remaining issuable after such expiration, and shall be
further readjusted in such manner upon expiration of any further such right.
	 
	 	(iii)	 	If at any time after the Effective Date and prior to the
Expiry Time, the Corporation shall fix a record date for the issue or
distribution to the holders of all or substantially all the outstanding Common
Shares of:






	 	(A)	 	securities of the Corporation including rights,
options or warrants to acquire Equity Shares or securities convertible
into or exchangeable for Equity Shares or property or assets and
including evidences of its indebtedness; or
	 
	 	(B)	 	any property or other assets;






	 	 	 	and if such issuance or distribution is not by way of a dividend paid in the
ordinary course, a Common Share Reorganization or an issuance of rights, options or
warrants referred to in Subsection 2(b)(ii) then, in each such case, the
Subscription Price shall be adjusted immediately after such record date so that it
shall equal the price determined by multiplying the Subscription Price in effect on
such record date by a fraction, of which the numerator shall be the product of the
number of Common Shares outstanding on such record date and the Current Market Price
on such record date, less the aggregate fair market value (as determined by the
directors, which determination shall be conclusive), of such securities, property or
other assets so issued or distributed, and of which the denominator shall be the
product of the number of Common Shares outstanding on such record date and such
Current Market Price.
	 
	 	(c)	 	In any case in which this Section 2 shall require that an adjustment to the
Subscription Price shall become effective immediately after a record date for an event,
the Corporation may defer until the occurrence of such event issuing to the Holder of
any Warrant the additional Common Shares issuable upon such conversion or exchange by
reason of the adjustment required by such event over and above the Common Shares
issuable upon such conversion or exchange before giving effect to such adjustment and
provided, however, that the Corporation shall deliver to such Holder an appropriate
instrument evidencing such Holder’s rights to receive such additional Common Shares and
such cash upon the occurrence of the event requiring such adjustment and the right to
receive any distributions made on such additional Common Shares declared in favour of
holders of record of Common Shares on or after the date of conversion or such later
date as such holder would, but for the provisions of this Section 2, have become the
holder of record of such additional Common Shares.
	 
	 	(d)	 	The adjustments provided for in this Section 2 are cumulative and shall be
computed to the nearest one-tenth of one cent and will be made successively whenever an
event










 



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	 	 	 	referred to in this Section 2 occurs. Notwithstanding the provisions of this
Section 2, no adjustment of the Subscription Price shall be made in any case in which
the resulting increase or decrease in the Subscription Price would be less than 1% of
the then prevailing Subscription Price, but in such case any adjustment that would
otherwise have been required then to be made shall be carried forward and made at the
time of and together with the next subsequent adjustment to the Subscription Price
which, together with any and all such adjustments so carried forward, shall result in
an increase or decrease in the Subscription Price by not less than 1%.






	 	(e)	 	The adjustments provided for in this Section 2 are cumulative and shall apply
to successive subdivisions, redivisions, reductions, combinations, consolidations,
distributions, issues or other events resulting in any adjustment under the provisions
of this Schedule provided that, notwithstanding any other provision of this Section 2,
no adjustment of the number of Common Shares, as then constituted, purchasable shall be
required unless such adjustment would require an increase or decrease of at least 1% in
the number of Common Shares, as then constituted, to which the Holder would be entitled
but for the adjustments provided for in this Schedule; provided however, that any
adjustments which by reason of this Subsection 2(e) are not required to be made shall
be carried forward and made at the time of and together with the next subsequent
adjustment to the number of Common Shares, as then constituted, which, together with
any and all such adjustments so carried forward, shall result in an increase or
decrease in the number of Common Shares, as then constituted, by at least 1%.
	 
	 	(f)	 	No adjustment in the Exercise Price or in the number of Common Shares
purchasable upon exercise of a Warrant shall be made in respect of any event described
in this Section 2, other than the events referred to in subsection 2(b)(i), if Holders
of Warrants are entitled to participate in such event on the same terms mutatis
mutandis as if Holders of Warrants had exercised their Warrants prior to or on the
effective date or record date of such event.
	 
	 	(g)	 	In case the Corporation, after the Effective Date, shall take any action
affecting the Common Shares, other than any action described in this Section 2, which
in the opinion of the board of directors of the Corporation would materially affect the
rights of Holders of Warrants, the Subscription Price or the number of Common Shares
purchasable upon exercise of a Warrant shall be adjusted in such manner, if any, and at
such time, by action by the directors, in their sole discretion as they may determine
to be equitable in the circumstances; provided that any such action by the directors
shall be taken only with the prior consent of the stock exchanges, if any, on which the
Warrants are then listed. Failure of the directors to make an adjustment in accordance
with this subsection 2(g) shall be conclusive evidence that the directors have
determined that it is equitable to make no adjustment in the circumstances.
	 
	 	(h)	 	If the Corporation shall set a record date to determine the holders of the
Common Shares for the purpose of entitling them to receive any issue or distribution or
for the issuance of any rights, options or warrants and shall, thereafter and before
such distribution or issue to such shareholders legally abandon its plan to make such
distribution or issue, then no adjustment in the Subscription Price or the number of
Common Shares purchasable upon exercise of any Warrant shall be required by reason of
the setting of such record date.










 



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	 	(i)	 	In the absence of a resolution of the directors fixing a record date for any of
the events referred to in subsections 2(b)(i), 2(b)(ii) or 2(b)(iii), the Corporation
shall be deemed to have fixed as the record date therefor the date on which any of such
events is effected.
	 
	 	(j)	 	All shares of any class or other securities which a Holder of Warrants is at
the time in question entitled to receive upon the exercise of its Warrants, whether or
not as a result of adjustments made pursuant to this Section 2, shall, for the purposes
of the interpretation of this Warrant Certificate, be deemed to be shares which such
Holder of Warrants is entitled to acquire pursuant to such Warrant.





3. Questions Respecting Adjustments and Further Actions




     In the event of any question arising with respect to the adjustments provided in this
Schedule, such question shall, absent manifest error and subject to the prior consent of the
Toronto Stock Exchange (or such other stock exchange on which the Common Shares are listed), be
conclusively determined by a firm of chartered accountants appointed by the Corporation (who may be
the auditors of the Corporation) with the assistance of legal counsel (who may be legal counsel to
the Corporation); such accountants shall have access to all necessary records of the Corporation
and such determination shall be binding upon the Corporation and the Holder.



     As a condition precedent to the taking of any action which would require an adjustment in any
of the subscription rights pursuant to any of the Warrants, including the number of Common Shares
which are to be received upon the exercise thereof, the Corporation shall take any action which
may, in the opinion of counsel, be necessary in order that the Corporation may validly and legally
issue as fully paid and non-assessable all the Common Shares which the Holders of such Warrants are
entitled to receive on the full exercise thereof in accordance with the provisions hereof.



4. Notice of Adjustment




     Promptly after the occurrence of any event which requires an adjustment in the number of
Common Shares to which a Holder is entitled and which are to be received upon the exercise of the
Warrants pursuant to the Warrant Certificate and pursuant to this Schedule, the Corporation shall
forthwith deliver to the Holder a certificate of the Corporation specifying the particulars of such
event and the required adjustment and the computation of such adjustment and give notice to the
Holder of the particulars of such event and the required adjustment in the manner provided in
Section 2 hereof.



5. Delay of Delivery in Certain Cases




     The Corporation shall not be required to deliver certificates for Common Shares during the
period when the stock transfer books of the Corporation are closed due to an impending meeting of
shareholders or a proposed payment of dividends or for any other purpose and, in the event of a
delivery of a Subscription Form for the purchase of Common Shares during such period, the delivery
of certificates may be postponed for a period not exceeding 10 days after the date of the reopening
of the stock transfer books.



6. Ability to Issue Common Shares




     The directors may, from time to time, authorize the issuance of Common Shares and except as
expressly stated in Section 2 such issuance will not result in an adjustment to the Subscription
Price. The proceeds from the issuance of Common Shares may be used to finance operations of the
Corporation and









 



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its subsidiaries, to retire indebtedness of the Corporation, to finance future acquisitions,
or for any other corporate purposes.



7. General Representations and Covenants of the Corporation





	 	(a)	 	The Corporation is duly authorized to enter into and perform its obligations
under the Warrant Certificate.
	 
	 	(b)	 	The Corporation will cause the Common Shares from time to time subscribed for
pursuant to the exercise of the Warrants and the certificates or other document
representing such Common Shares, as applicable, to be duly issued. At all times until
the Expiry Time while any of the Warrants are outstanding, the Corporation shall
reserve and there shall remain unissued out of its authorized capital a number of
Common Shares sufficient to satisfy the exercise of all Warrants then outstanding. All
Common Shares issued upon the exercise of the Warrants, in accordance with the terms
thereof, shall be fully paid but assessable.
	 
	 	(c)	 	The Corporation will do, execute, acknowledge and deliver or cause to be done,
executed, acknowledged and delivered, all other acts, deeds and assurances in law as
may be reasonably required to give effect to this Warrant Certificate.
	 
	 	(d)	 	The Corporation shall concurrently mail or deliver to the Holder all materials
and notices which are mailed or delivered generally to the holders of Common Shares.





8. Notice





	 	(a)	 	Any notice to the Corporation under the provisions hereof shall be valid and
effective if delivered by hand or private courier to the Corporation at Suite 1300, 401
 — 9th Avenue S.W. Calgary, Alberta, T2P 3C5, Attention: President, and any notice so
delivered shall be deemed to be validly given when delivered. The Corporation may from
time to time notify the Holder of a change in address which thereafter, until changed
by like notice, shall be the address of the Corporation for all purposes of this
Warrant Certificate.
	 
	 	(b)	 	Unless herein otherwise expressly provided, any notice to be given hereunder to
a Holder shall be deemed to be validly given if delivered by hand, private courier or
facsimile, to the Holder at the address or facsimile number as provided on page 3 of
the Warrant Certificate and shall be deemed to be validly given when delivered. In
determining under any provision hereof the date when notice of any meeting or other
event must be given, the date of giving notice shall be excluded and the date of the
meeting or other event shall be included. Accidental error or omission in giving notice
to any Holder shall not invalidate any action or proceeding founded thereon.





9. Right of First Refusal





	 	(a)	 	If the Holder (the “Offeror”) shall desire or be obliged by law or otherwise to
transfer into the name of some other person or persons (the “Proposed Transferee”) or
to sell, assign, or dispose of any Common Shares it has acquired pursuant to the
exercise of any Warrant (the “Subject Shares”) to any Proposed Transferee, or shall
desire or be obliged by law or otherwise effect a change of control in the Holder, the
Corporation, its successors and assigns (the “Offeree”) shall have the prior right to
purchase the Subject










 



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	 	 	 	Shares to be transferred, or the Subject Shares held by the Holder in relation to
which a change of control may occur (as applicable), on the terms and in accordance
with the procedure contained in Section 9(b) and such Optionee shall deliver to the
Offeree the written notice contemplated by Section 9(b).






	 	(b)	 	The procedure on proposed transfers, sales, assignments and disposals and
changes of control in the Holder is as follows:






	 	(i)	 	An Offeror shall deliver a written notice of such transfer,
sale, assignment or disposal or change of control in the Holder (in this
paragraph 9(b)(i), an “offer”) to the Offeree (the “Selling Notice”) which
shall set out:






	 	(A)	 	the name of the Proposed Transferee;
	 
	 	(B)	 	the price per Share offered in such offer and
the terms of payment;
	 
	 	(C)	 	any other material terms of such offer;
	 
	 	(D)	 	the notice address of the Offeror; and
	 
	 	(E)	 	the notice shall specifically refer to this
Section of this Schedule “B” to the Warrant Certificate and state that
the notice is given pursuant to this Section;






	 	 	 	provided that if the event giving rise to the obligation to deliver a notice
under this Section 9(b) is a desire or obligation to effect a change of
control in the Holder, the name of the Proposed Transferee shall be the
proposed transferees of any legal or beneficial ownership in the Holder, the
price per share shall be the Current Market Price as determined by the
directors of the Corporation, the terms of sale shall be as set forth in
Section 9(c), and the material terms of the offer shall describe the
material terms of the proposed change of control in the Holder.
	 
	 	(ii)	 	The written notice described in Section 9(b)(i) shall be deemed
to be an offer to sell the Subject Shares of the Offeror to the Offeree at the
same price and on the same other terms as contained in the offer of the
Proposed Transferee or, in the case of a change of control in the Holder, an
offer to sell the Subject Shares to the Offeror at the Current Market Price as
determined by the directors of the Corporation and on the terms set out in this
Section 9. This offer to sell to the Offeree shall be open for acceptance by
the Offeree for forty-five (45) days after actual receipt by the Offeree of
such notice.
	 
	 	(iii)	 	If the Offeree does not accept the offer made by delivery of
the notice pursuant to Section 9(b)(i) within the forty-five (45) day period
stipulated therein, the Offeror shall be free for a period of forty-five (45)
days after the end of such forty-five (45) day period to sell the Subject
Shares to the Proposed Transferee at the price and on the terms set out in the
notice given pursuant to Section 9(b)(i) or to effect the change of control of
the Holder described in the notice given pursuant to Section 9(b)(i).










 



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	 	(iv)	 	The Subject Shares shall not be sold for other than cash
consideration and no Shareholder shall deliver a notice pursuant to Section
9(b)(i) in respect of an offer made to purchase its Subject Shares which is
other than upon terms of the present payment (and not payment over time) of
cash consideration therefor.
	 
	 	(v)	 	Any purchase and sale of Subject Shares pursuant to this
Section shall be completed in accordance with the provisions of Section 9 at
2:00 p.m. on the first Business Day which is at least thirty (30) days and no
later than ninety (90) days after acceptance of the offer to sell created by
the delivery of the notice pursuant to Section 9(b)(i) (the “Closing Date”) at
which time the Shareholder selling its Subject Shares pursuant to this Section
(the “Seller”) shall execute and deliver to the person purchasing such Subject
Shares (the “Buyer”) all such instruments, conveyances, assignments and
releases as the Buyer may reasonably require. The place of closing shall be
the head office of the Corporation.
	 
	 	(vi)	 	The Buyer will pay to the Seller the purchase price for the
Subject Shares of the Seller being purchased and sold under this Section on the
Closing Date.






	 	(c)	 	Any sale of Subject Shares to be sold by a Seller to a Buyer pursuant of the
provisions of Section 9 shall be subject to the following provisions:






	 	(i)	 	The Seller shall deliver to the Buyer on the Closing Date:






	 	(A)	 	the certificate(s) representing the Subject
Shares endorsed in blank for transfer;
	 
	 	(B)	 	a warranty duly executed by the Seller to the
Buyer to the effect that:






	 	I.	 	there are no contractual or other
restrictions to the transfer and assignment of the Subject
Shares being sold (other than the restrictions set out in the
Memorandum and Articles of the Corporation and this Warrant
Certificate); and
	 
	 	II.	 	the Seller is the sole beneficial
owner of the Subject Shares being sold with full right, title
and authority to sell, transfer and assign the said Common
Shares to the Buyer and that such Subject Shares are free and
clear of all liens, charges, pledges, claims, demands, security
interests, adverse claims and encumbrances of every nature and
kind whatsoever.






	 	(ii)	 	The Buyer shall deliver to the Seller on the Closing Date,
payment by the Borrower, in cash, of the purchase price of the Subject Shares.
	 
	 	(iii)	 	In the event the Seller is not present at the designated place
of closing at the designated time on the Closing Date, or is present but fails
for any reason whatsoever to produce and deliver to the Buyer certificate(s)
for the Seller’s Subject Shares duly endorsed in blank as provided under this
Section 9 and any and all other instruments or writings required to be so
produced and delivered by the Seller (collectively the “Offered Securities”),
then the stipulated purchase price and the other payments, instruments or
writings to be delivered by the










 



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	 	 	 	Buyer may be deposited by the Buyer with the Corporation’s solicitors in the
name of the Seller or its legal representative. Such deposit shall
constitute valid and effective payment of such designated purchase price for
the Offered Securities to the Seller even though the Seller has voluntarily
encumbered or disposed of any of the Common Shares and notwithstanding the
fact that a certificate or certificates for any of the Offered Securities
have been delivered to any pledge, transferee or other Person; and if the
designated purchase price for the Offered Securities is deposited pursuant
to this clause with the Corporation’s solicitors in the name of the Seller
or his legal representative, then and after the date of such deposit and
even though the certificate evidencing the Offered Securities has not been
delivered to the Buyer, the purchase and sale of the Offered Securities
shall be deemed to have been duly completed and all right, title, benefit
and interest, both at law and in equity, to the Offered Securities shall be
conclusively deemed to have been conveyed, transferred and assigned to and
become vested in the Buyer and all right, title, benefit and interest, both
at law and in equity, of the Seller or any transferee, assignee or other
person having any interest, legal or equitable therein or thereto whether as
a shareholder or creditor or otherwise, shall terminate, provided
however, that the Seller shall be entitled to receive the said
designated purchase price (without interest) together with the other
payments (without interest), instruments or writings so deposited. The
Seller hereby irrevocably constitutes and appoints the Buyer as his or its
true and lawful attorney-in-fact and agent for, in the name of and on behalf
of the Seller to execute and deliver in the name of the Seller all such
assignments, conveyances, transfers, deeds and instruments as may be
necessary to effectively convey, transfer and assign the Offered Securities
or any part thereof to the Buyer or his or its nominee or nominees or his or
its successors and assignees on the books of the Corporation or to take all
other requisite steps or proceedings to effect the purchase of the Offered
Securities by the Buyer; and such appointment and power of attorney, being
coupled with an interest, shall not be revoked by the insolvency,
bankruptcy, death or incapacity of the Seller and the Seller hereby ratifies
and confirms and agrees to ratify and confirm all that the Buyer may
lawfully do or cause to be done by virtue of the provisions hereof. The
Seller hereby irrevocably consents to the transfer of the Subject Shares or
any part thereof made pursuant to the provisions of this Section and shall
be entitled to receive the designated purchase price deposited with the
Corporation’s solicitors upon delivery to the Buyer of certificate(s)
evidencing the Offered Securities so purchased duly endorsed in blank for
transfer as aforesaid and all payments, instruments, deeds or writings which
are required to be submitted by the Seller under this Section 9.






	 	(d)	 	All rights and benefits of the Corporation arising under this Section 9
including the right to purchase any Subject Shares from any particular Offeror with
respect to any particular offer to sell, may be assigned by the Corporation in whole or
in part to any shareholder or shareholders of the Corporation without the consent of
the Optionee, provided the Corporation shall give notice of such assignment to the
Optionee including a notice address of the assignee.