EX-4.14






Exhibit 4.14



THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION
MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL
IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES
ACT OF 1933.




	 	 	 
	Warrant No. 1

	 	Number of Shares:                     
	Date: February 23, 2006

	 	(subject to adjustment)






TRIDENT RESOURCES CORP.




COMMON STOCK PURCHASE WARRANT




     Trident Resources Corp., a Delaware corporation (the “Company”), for value received,
hereby certifies that Gustav Eriksson, or his assigns (the “Holder”), is entitled, subject
to the terms set forth below, to purchase from the Company, at any time after the date hereof and
on or before the Expiration Date (as defined in Section 5 below), up to 30,000 shares (as adjusted
from time to time pursuant to the provisions of this Warrant) of Common Stock of the Company, at a
purchase price of Canadian $50.00 per share. The shares purchasable upon exercise of this Warrant
and the purchase price per share, as adjusted from time to time pursuant to the provisions of this
Warrant, are sometimes hereinafter referred to as the “Warrant Stock” and the “Purchase
Price,” respectively.



     1. Exercise.



          (a) Manner of Exercise. This Warrant may be exercised by the Holder, in whole or in
part, by surrendering this Warrant, with the purchase/exercise form appended hereto as Exhibit A
duly executed by such Holder or by such Holder’s duly authorized attorney, at the principal office
of the Company, or at such other office or agency as the Company may designate, accompanied by
payment in full of the Purchase Price payable in respect of the number of shares of Warrant Stock
purchased upon such exercise. The Purchase Price may be paid by cash, cheek, wire transfer or by
the surrender of promissory notes or other instruments representing indebtedness of the Company to
the Holder.




          (b) Effective Time 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 as provided in Section 1(a) above. At such time, the person
or persons in whose name or names any certificates for Warrant Stock shall be issuable upon such
exercise as provided in Section 1(d) below shall be deemed to have become the holder or holders of
record of the Warrant Stock represented by such certificates.




          (c) Net Issue Exercise.




               (i) In lieu of exercising this Warrant in the manner provided above in Section 1(a), the
Holder may elect to receive shares equal to the value of this Warrant (or the portion thereof being
canceled) by surrender of this Warrant at the principal office of the Company together with notice
of such election on the purchase/exercise form appended hereto as Exhibit A duly executed
by such



 









 







Holder or such Holder’s duly authorized attorney, in which event the Company shall issue to
holder a number of shares of Common Stock computed 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 purchasable under this Warrant (at
the date of such calculation).
	 
	 	 	 	 	 	 
	 

	 	A
	 	=
	 	The fair market value of one share of Common Stock (at the date of such
calculation).
	 
	 	 	 	 	 	 
	 

	 	B
	 	=
	 	The Purchase Price (as adjusted to the date of such calculation).






               (ii) For purposes of this Section 1(c), the fair market value of one share of Common Stock on
the date of calculation shall mean:



                    (A) if the exercise is in connection with an initial public offering of the Company’s Common
Stock, and if the Company’s Registration Statement relating to such public offering has been
declared effective by the Securities and Exchange Commission, then the fair market value of Common
Stock shall be the initial “Price to Public” per share specified in the final prospectus with
respect to the offering;



                    (B) if this Warrant is exercised after, and not in connection with, the Company’s initial
public offering, and if the Company’s Common Stock is traded on a securities exchange or The Nasdaq
Stock Market or actively traded over-the-counter:




                    (1) if the Company’s Common Stock is traded on a securities exchange or The Nasdaq
Stock Market, the fair market value shall be deemed to be the average of the closing prices
over a ten (10) day period ending three days before date of calculation; or




                    (2) if the Company’s Common Stock is actively traded over-the-counter, the fair market
value shall be deemed to be the average of the closing bid or sales price (whichever is
applicable) over the ten (10) day period ending three days before the date of calculation;
or



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                    (C) if neither (A) nor (B) is applicable, the fair market value shall be at the highest price
per share which the Company could obtain on the date of calculation from a willing buyer (not a
current employee or director) for shares of Common Stock sold by the Company, from authorized but
unissued shares, as agreed by the Company and the Holder, unless the Company is at such time
subject to an acquisition as described in Section 5(b) below, in which case the fair market value
per share of Common Stock shall be deemed to be the value of the consideration per share received
by the holders of such stock pursuant to such acquisition.



          (d) Delivery to Holder. As soon as practicable after the exercise of this Warrant in
whole or in part, and in any event within ten (10) days thereafter, the Company at its expense will
cause to be issued in the name of, and delivered to, the Holder, or as such Holder (upon payment by
such Holder of any applicable transfer taxes) may direct:




               (i) a certificate or certificates for the number of shares of Warrant Stock to which such
Holder shall be entitled, and



               (ii) In case such exercise is in part only, a new warrant or warrants (dated the date hereof)
of like tenor, calling in the aggregate on the face or faces thereof for the number of shares of
Warrant Stock equal (without giving effect to any adjustment therein) to the number of such shares
called for on the face of this Warrant minus the number of such shares purchased by the Holder upon
such exercise as provided in Section 1 (a) above.



     2. Adjustments:



          (a) Stock Splits and Dividends. If outstanding shares of the Company’s Common Stock
shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in
respect of Common Stock, the Purchase 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
immediately after the record date of such dividend be proportionately reduced. If outstanding
shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in
effect immediately prior to such combination shall, simultaneously with the effectiveness of such
combination, be proportionately increased. When any adjustment is required to be made in the
Purchase Price, the number of shares of Warrant Stock 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
Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect
immediately after such adjustment.




          (b)
Reclassification, Etc. In case of any reclassification or change outstanding
securities of the Company or of any reorganization of the Company (or any other corporation the
stock or securities of which are at the time receivable upon the exercise of this Warrant) or any
similar corporate reorganization on or after the date hereof, then and in each such case the holder
of this Warrant, upon the exercise hereof at any time after the consummation of such
reclassification, change, reorganization, merger or conveyance, shall be entitled to receive, in
lieu of the stock or other securities and property receivable upon the exercise hereof prior to
such consummation, the stock or other securities or property to which such holder would have been
entitled upon such consummation if such holder had exercised this Warrant immediately prior
thereto, all subject to further adjustment as provided in Section 2(a); and in each such case, the
terms of this Section 2 shall be applicable to the shares of stock or other securities properly
receivable upon the exercise of this Warrant after such consummation.




          (c) Adjustment Certificate. When any adjustment is required to be made in the Warrant
Stock or the Purchase Price pursuant to this Section 2, the Company shall promptly mail to the



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Holder a certificate setting forth (i) a brief statement of the facts requiring such
adjustment, (ii) the Purchase Price after such adjustment and (iii) the kind and amount of stock or
other securities or property into which this Warrant shall be exercisable after such adjustment.




     3. Transfers.



          (a) Unregistered Security. Each holder of this Warrant acknowledges that this Warrant
and the Warrant Stock have not been registered under the Securities Act of 1933, as amended (the
“Securities Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer or
otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of
(i) an effective registration statement under the Act as to this Warrant or such Warrant Stock and
registration or qualification of this Warrant or such Warrant Stock under any applicable U.S.
federal or state securities law then in effect or (ii) an opinion of counsel, satisfactory to the
Company, that such registration and qualification are not required. Each certificate or other
instrument for Warrant Stock issued upon the exercise of this Warrant shall bear a legend
substantially to the foregoing effect.




          (b) Transferability. Subject to the provisions of Section 3(a) hereof, this Warrant
and all rights hereunder are transferable, in whole or in part, upon surrender of the Warrant with
a properly executed assignment (in the form of Exhibit B hereto) at the principal office of
the Company.




     4. No Impairment. The Company will not, by amendment of its charter or through
reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will
(subject to Section 12 below) at all times in good faith assist in the carrying out of all such
terms and in the taking of all such action as may be necessary or appropriate in order to protect
the rights of the holder of this Warrant against impairment.



     5. Termination. This Warrant (and the right to purchase securities upon exercise
hereof) shall terminate on February 23, 2012 (the “Expiration Date”).



     6. Notices of Certain Transactions. In case:



          (a) 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 stock of any class or any other securities, or to receive
any other right, to subscribe for or purchase any shares of stock of any class or any other
securities, or to receive any other right, or




          (b) of any capital reorganization of the Company, any reclassification of the capital stock of
the Company, any consolidation or merger 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




          (c) 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 ease 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


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holders of record of Common Stock (or such other stock or securities at the time deliverable upon
such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or
winding-up) are to be determined. 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.




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



     8. Exchange of Warrants. Upon the surrender by the Holder of any Warrant or Warrants,
properly endorsed, to the Company at the principal office of the Company, the Company will, subject
to the provisions of Section 3 hereof, issue and deliver to or upon the order of such Holder, at
the Company’s expense, a new Warrant or Warrants of like tenor, in the name of such Holder or as
such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, calling in
the aggregate on the face or faces thereof for the number of shares of Common Stock called for on
the face or faces of the Warrant or Warrants so surrendered.



     9. 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.



     10. Notices. Any notice required or permitted by this Warrant shall be in writing and
shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight
delivery service or confirmed facsimile, or forty-eight (48) hours after being deposited in the
regular mail as certified or registered mail (airmail if sent internationally) with postage
prepaid, addressed (a) if to the Holder, to the address of the Holder most recently furnished in
writing to the Company and (b) if to the Company, to the address set forth below or subsequently
modified by written notice to the Holder.



     11. 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.



     12. No Fractional Shares. No fractional shares of Common Stock will be issued in
connection with any exercise hereunder. In lieu of any fractional shares which would otherwise be
issuable, the Company shall pay cash equal to the product of such fraction multiplied by the fair
market value of one share of Common Stock on the date of exercise, as determined in good faith by
the Company’s Board of Directors.



     13. Amendment or Waiver. Any term of this Warrant may be amended or waived only by an
instrument in writing signed by the party against which enforcement of the amendment or waiver is
sought.



     14. 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.



     15. Governing Law. This Warrant shall be governed, construed and interpreted in
accordance with the laws of the State of Delaware, without giving effect to principles of conflicts
of law.



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	 	 	TRIDENT RESOURCES CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Rich Meli	 	
	 

	 	 	 	 

(Signature)
	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	Rich Meli	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	EVP & CFO	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Fax:	 	 	 	 







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