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UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE
SECURITY BEFORE NOVEMBER 4, 2007
  WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE
SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE COMMON SHARES FOR
WHICH THIS SECURITY IS EXERCISABLE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED
ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE
BENEFIT OF A CANADIAN RESIDENT UNTIL NOVEMBER 4, 2007
  THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE U.S. SECURITIES ACT). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES,
AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED ONLY (A) TO THE CORPORATION, (B) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION
UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, IN EACH
CASE IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES OR (C) IN ANY
OTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LEGISLATION, AND THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF
COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH
EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF
TRANSACTIONS ON STOCK EXCHANGES IN CANADA.
 THE WARRANTS REPRESENTED BY THIS CERTIFICATE WILL BE VOID AND OF
NO VALUE IF NOT EXERCISED PRIOR TO 4:00 P.M. (CALGARY TIME) ON JULY 3, 2012.
 WARRANT CERTIFICATE
 AUSAM ENERGY CORPORATION
 WARRANT CERTIFICATE NO. JUL07  001
    
    
    
    
    
    22,305,496 WARRANTSentitling the
holder to acquire, subject to
adjustment, one (1) Common Share for
each whole Warrant represented
hereby.
  THE HUFF ENERGY FUND, L.P.
 Warrantholder Terms and Conditions Common Share Corporation
 The Warrants represented by this certificate may only be exercised at the principal office of the
Corporation 1430, 1122  4th Street S.W. Calgary, Alberta T2R 1M1 upon surrender of this
certificate with the Subscription Form printed on the reverse side hereof duly completed and
executed, and cash or a certified cheque or bank draft payable to or to the order of the
Corporation, at par in Calgary, Alberta in immediately available funds, for the full amount of the
purchase price of the Common Shares so subscribed for.
 The Warrants represented by this certificate are subject to the Terms and Conditions appended as a
Schedule hereto.
  rd
 AUSAM ENERGY CORPORATIONPer:Mark AveryPresident and CEO IMPORTANT: SEE TERMS AND CONDITIONS OF WARRANTS OF
AUSAM ENERGY CORPORATION ATTACHED AS A SCHEDULE HERETO




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-2- (reverse side of Warrant Certificate)
  SUBSCRIPTION FORM
  
  Name:Address in full:
 Note: If further nominees are intended, please attach (and initial) a schedule providing these particulars.
 
 Signature Guaranteed
    
    
    
    Signature of Warrantholder (to be the same as the name
that appears on the face of this Warrant Certificate)Name of Warrantholder (please print)Address of Warrantholder (please print)




TRANSFER FORM
 (print name and address of assignee)
 
 Signature Guaranteed
    
    
    
    Signature of Warrantholder (to be the same as the name
that appears on the face of this Warrant Certificate)Name of Warrantholder (please print)Address of Warrantholder (please print)


Instructions


must








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-3- SCHEDULE TO WARRANT CERTIFICATE
 TERMS AND CONDITIONS OF WARRANTS
OF AUSAM ENERGY CORPORATION
 rd
 ARTICLE 1
INTERPRETATION
 1.1 Definitions
  (a)
    
    Board of Directors means the board of directors of the Corporation;
 (b)
    
    business day means a day other than a Saturday, Sunday or a statutory or civic holiday in
the Province of Alberta;(c)
    
    Common Shares means the common shares in the capital of the Corporation;(d)
    
    Corporation means Ausam Energy Corporation and its successors and assigns;
 (e)
    
    Exercise Price means the price of CDN$0.60 per Common Share or such lesser price as may be
determined in accordance with Section 5.2, subject to adjustment in accordance with Article 4
hereof and foreign exchange conversion in accordance with Article 2 hereof;
 (f)
    
    Expiry Time means 4:00 p.m. (Calgary time) on July 3, 2012, or such other time as may be
determined in accordance with Section 2.1(b);
 (g)
    
    herein, hereby and similar expressions refer to these Terms and Conditions, as the same
may be amended, supplemented or modified from time to time; and the expression Article,
Section and subsection followed by a number refer to the specified Article, Section or
subsection of these Terms and Conditions;
 (h)
    
    Person means an individual, partnership, corporation, body corporate, trust or other
business or legal entity or any duly constituted government of or in Canada or the United
States and any minister, department, commission, board, bureau, agency, authority,
instrumentality or court and the like of any such government;
 (i)
    
    Purchase Price shall mean, for any exercise of Warrants, the aggregate consideration
payable to the Corporation by the Warrantholder pursuant to Section 2.2 hereof, in an amount
equal to the product of the Exercise Price applicable as at the date of exercise multiplied by
the number of Warrants so exercised at such time;
 (j)
    
    United States means the United States of America, its territories and possession, any state
of the United States and the District of Columbia;(k)
    
    Warrantholdermeans the registered holder of the Warrants;
 (l)
    
    Warrants means the warrants to acquire Common Shares evidenced by the Warrant Certificate;
and(m)
    
    Warrant Certificate means the certificate to which these Terms and Conditions are attached.
 1.2 Interpretation Not Affected by Headings




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-4- 1.3 Applicable Law
  1.4 Currency
  1.5 Gender and Number
  1.6 Day not a Business Day
  1.7 Time of the Essence
  ARTICLE 2
VESTING AND EXERCISE OF WARRANTS
 2.1 Vesting and Expiry
   2.2 Method of Exercise
   2.3 Effect of Exercise




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-5- 2.4 Partial Exercise
 provided, however, that
 2.5 Expiration
  2.6 Fractional Interests
  2.7 Successors
  ARTICLE 3
GENERAL
 3.1 Reservation of Sufficient Common Shares
  3.2 Covenants, Representations and Warranties of the Corporation
  (a)
    
    it is authorized to create and issue the Warrants and that it will cause the Common Shares
from time to time subscribed for and purchased in the manner provided in this Warrant
Certificate to be duly issued and delivered in accordance with the terms hereof;
 (b)
    
    all Common Shares that are issued upon the exercise of the Warrants, upon payment of the
Purchase Price, shall be and be deemed to be fully paid and non-assessable Common Shares and
free from all taxes, liens, charges, encumbrances or other security interests with respect to
the issue thereof;
 (c)
    
    this Warrant Certificate is a valid and enforceable obligation of the Corporation,
enforceable in accordance with the provisions of this Warrant Certificate;(d)
    
    it will use its best efforts to maintain its corporate existence;
 (e)
    
    it will use its best efforts to ensure that all Common Shares of the Corporation outstanding
or issuable from time to time continue to be listed and posted for trading on the TSX Venture
Exchange, the Toronto Stock Exchange, the American Stock and Options Exchange or such other
exchange satisfactory to the Board of Directors of the




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-6- Corporation and holders of 66 2/3% of the principal amount of the 9% convertible senior
secured debentures of the Corporation due July 3, 2012;
 (f)
    
    it will make all requisite filings under applicable Canadian securities legislation including
those necessary to remain a reporting issuer not in default in Alberta; and
 (g)
    
    it will duly perform and carry out all of the acts or things to be done by it as provided
herein.
 3.3 Additional Securities
  3.4 Lost, Stolen, Destroyed or Mutilated Warrant Certificates
  3.5 Warrantholder Not a Shareholder
  3.6 Notice to Regulatory Authorities
  3.7 Legends
  3.8 Transfer Taxes
 provided, however, that
 ARTICLE 4
ADJUSTMENTS
 4.1 Adjustment of Subscription Rights




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-7-  4.2 Share Dividends, Subdivisions or Consolidations
  (a)
    
    subdivide, redivide or change the outstanding Common Shares into a larger number of Common
Shares;
 (b)
    
    reduce, combine or consolidate the outstanding Common Shares into a smaller number of Common
Shares; or
 (c)
    
    make any distribution payable in Common Shares or other securities to the holders of all or
substantially all of the outstanding Common Shares including by way of stock dividend,
 Adjustment Event Pre-Adjustment Shares
 4.3 Minimum Adjustment
 provided, however,
 4.4 Reorganization
  (a)
    
    reclassify, change or reorganize the Common Shares then outstanding into other shares or
securities of the Corporation or any affiliate or associate of the Corporation; or
 (b)
    
    merge, amalgamate or consolidate into another Person (including by way of plan of
arrangement); or
 (c)
    
    sell or convey its property or assets as an entirety or substantially as an entirety to any
Person;
 Reorganization Pre-Reorganization
Shares




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-8-  4.5 Other Actions Affecting Common Shares
  4.6 Exception
 mutatis mutandis
 4.7 Abandonment after Record Date
  4.8 No Adjustments for Other Transactions or Events
  (a)
    
    the granting by the Corporation of options or other rights under any stock option plan, stock
purchase plan, phantom stock plan, stock appreciation rights plan, or other deferred, share or
incentive compensation plan to officers, directors, employees or consultants of the
Corporation or its affiliates;
 (b)
    
    the issue by the Corporation of any Common Shares or other securities of the Corporation for
valuable consideration to any Persons other than as specifically provided for in this Article
4 (including without limitation the issue of Common Shares upon the exercise or conversion of
any securities of the Corporation outstanding as at the date hereof that are exercisable or
convertible into Common Shares); or
 (c)
    
    the declaration or payment of any dividends on the Common Shares other than as specifically
provided for in this Article 4.
 4.9 Proceedings Prior to any Action Requiring Adjustment




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-9-  4.10 Notice of Adjustment
 (a)
    
    At least fifteen (15) days prior to the effective date or record date, as the case may be, of
any event that requires or might require an adjustment pursuant to this Article 4, the
Corporation shall give written notice to the Warrantholder of the particulars of such event
and, if determinable, the required adjustment.
 (b)
    
    In the event that any adjustment for which the notice of adjustment referred to in paragraph
(a) above has been given is not then determinable, the Corporation will give written notice to
the Warrantholder of the required adjustment promptly after such adjustment is determinable.
 (c)
    
    Unless otherwise provided herein, any notice to the Warrantholders under the provisions of
the Warrants shall be valid and effective if delivered or if sent by facsimile or letter or
circular through the ordinary post addressed to such holders at their addresses appearing on
their respective subscriptions for the Warrants and shall be deemed to have been effectively
given on the date of delivery or, if mailed, five business days following actual posting of
the notice, or if telecopied, the next business day after transmission provided that
transmission has been completely and accurately transmitted.
 (d)
    
    If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving
postal employees, any notice to be given to the Warrantholders hereunder could reasonably be
considered unlikely to reach its destination, such notice shall be valid and effective only if
it is delivered or sent by facsimile at the appropriate address or number referred to in
subsection 4.10(c).
 4.11 Resolution of Disputes
  4.12 Exchange Approval
  ARTICLE 5
AMENDMENTS
 5.1 Amendments Generally
  5.2 Reduction in Exercise Price
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