exv4w5






Exhibit 4.5




WARRANT INDENTURE




between



NIMIN CAPITAL CORP.

(to be renamed NiMin Energy Corp.)



- and -



COMPUTERSHARE TRUST COMPANY OF CANADA



Providing for the Issue of

Share Purchase Warrants



Dated August 28, 2009



 









 





TABLE OF CONTENTS




	 	 	 	 	 

	ARTICLE 1 INTERPRETATION
	 	 	1	 
	1.1 Definitions
	 	 	1	 
	1.2 Gender, Number and Parties
	 	 	5	 
	1.3 Interpretation not Affected by Headings, etc.
	 	 	5	 
	1.4 Day not a Business Day
	 	 	5	 
	1.5 Time of the Essence
	 	 	5	 
	1.6 Currency
	 	 	5	 
	1.7 Attornment
	 	 	5	 
	1.8 Amendment
	 	 	6	 
	1.9 Schedules
	 	 	6	 
	1.10 Applicable Law
	 	 	6	 
	ARTICLE 2 ISSUE OF WARRANTS
	 	 	6	 
	2.1 Issue of Warrants
	 	 	6	 
	2.2 Issue of Global Certificates
	 	 	6	 
	2.3 Terms of Warrants
	 	 	8	 
	2.4 Warrantholder not a Shareholder
	 	 	8	 
	2.5 United States Transfer Restrictions
	 	 	9	 
	2.6 Warrants to Rank Pari Passu
	 	 	10	 
	2.7 Signing of Warrant Certificates
	 	 	10	 
	2.8 Certification by the Warrant Agent
	 	 	10	 
	2.9 Issue in Substitution for Warrant Certificates Lost, etc.
	 	 	11	 
	2.10 Exchange of Warrant Certificates
	 	 	11	 
	2.11 Charges for Exchange
	 	 	11	 
	2.12 Transfer and Ownership of Warrants
	 	 	12	 
	2.13 Registration of Warrants
	 	 	13	 
	ARTICLE 3 EXERCISE OF WARRANTS
	 	 	13	 
	3.1 Method of Exercise of Warrants by Warrantholders
	 	 	13	 
	3.2 Prohibition on Exercise by U.S. Persons; Legended Certificates

	 	 	14	 
	3.3 Effect of Exercise of Warrants
	 	 	16	 
	3.4 Partial Exercise of Warrants; Fractions
	 	 	16	 
	3.5 Expiration of Warrants
	 	 	17	 
	3.6 Accelerated Expiration of Warrants
	 	 	17	 
	3.7 Cancellation of Surrendered Warrants
	 	 	17	 
	3.8 Accounting and Recording
	 	 	17	 
	3.9 Postponement of Delivery of Certificates
	 	 	17	 
	3.10 Securities Restrictions
	 	 	17	 
	ARTICLE 4 ADJUSTMENT OF NUMBER OF COMMON SHARES
	 	 	18	 
	4.1 Adjustment of Number of Common Shares
	 	 	18	 
	4.2 Other Action
	 	 	22	 
	4.3 Entitlement to Shares on Exercise of Warrant
	 	 	22	 
	4.4 No Adjustment for Stock Options
	 	 	23	 
	4.5 Determination by Corporation’s Auditors
	 	 	23	 
	4.6 Proceedings Prior to any Action Requiring Adjustment
	 	 	23	 
	4.7 Certificate of Adjustment
	 	 	23	 
	4.8 Notice of Special Matters
	 	 	23	 
	4.9 No Action after Notice
	 	 	23	 
	4.10 Protection of Warrant Agent
	 	 	24	 
	ARTICLE 5 RIGHTS OF THE CORPORATION AND COVENANTS
	 	 	24	 
	5.1 Optional Purchases by the Corporation
	 	 	24	 






 









 






	 	 	 	 	 

	5.2 General Covenants
	 	 	24	 
	5.3 Warrant Agent’s Remuneration and Expenses
	 	 	25	 
	5.4 Securities Qualification Requirements
	 	 	25	 
	5.5 Performance of Covenants by Warrant Agent
	 	 	26	 
	ARTICLE 6 ENFORCEMENT
	 	 	26	 
	6.1 Suits by Warrantholders
	 	 	26	 
	6.2 Immunity of Shareholders, etc.
	 	 	26	 
	6.3 Limitation of Liability
	 	 	26	 
	6.4 Waiver of Default
	 	 	26	 
	ARTICLE 7 MEETINGS OF WARRANTHOLDERS
	 	 	27	 
	7.1 Right to Convene Meetings
	 	 	27	 
	7.2 Notice
	 	 	27	 
	7.3 Chairman
	 	 	27	 
	7.4 Quorum
	 	 	27	 
	7.5 Power to Adjourn
	 	 	28	 
	7.6 Show of Hands
	 	 	28	 
	7.7 Poll and Voting
	 	 	28	 
	7.8 Regulations
	 	 	28	 
	7.9 Corporation and Warrant Agent May be Represented
	 	 	29	 
	7.10 Powers Exercisable by Extraordinary Resolution
	 	 	29	 
	7.11 Meaning of Extraordinary Resolution
	 	 	30	 
	7.12 Powers Cumulative
	 	 	31	 
	7.13 Minutes
	 	 	31	 
	7.14 Instruments in Writing
	 	 	31	 
	7.15 Binding Effect of Resolutions
	 	 	32	 
	7.16 Holdings by Corporation Disregarded
	 	 	32	 
	ARTICLE 8 SUPPLEMENTAL INDENTURES
	 	 	32	 
	8.1 Provision for Supplemental Indentures for Certain Purposes
	 	 	32	 
	8.2 Successor Corporations
	 	 	33	 
	ARTICLE 9 CONCERNING THE WARRANT AGENT
	 	 	33	 
	9.1 Trust Indenture Legislation
	 	 	33	 
	9.2 Rights and Duties of Warrant Agent
	 	 	33	 
	9.3 Evidence, Experts and Advisers
	 	 	34	 
	9.4 Documents, Monies, etc. Held by Warrant Agent
	 	 	35	 
	9.5 Actions by Warrant Agent to Protect Interest
	 	 	35	 
	9.6 Warrant Agent Not Required to Give Security
	 	 	35	 
	9.7 Protection of Warrant Agent
	 	 	35	 
	9.8 Replacement of Warrant Agent; Successor by Merger
	 	 	36	 
	9.9 Conflict of Interest
	 	 	37	 
	9.10 Indemnity of Warrant Agent
	 	 	37	 
	9.11 Acceptance of Trust
	 	 	37	 
	9.12 Warrant Agent Not to be Appointed Receiver
	 	 	37	 
	9.13 Anti-Money Laundering
	 	 	37	 
	9.14 Privacy
	 	 	38	 
	ARTICLE 10 GENERAL
	 	 	38	 
	10.1 Notice to the Corporation and the Warrant Agent
	 	 	38	 
	10.2 Notice to Warrantholders
	 	 	39	 
	10.3 Ownership and Transfer of Warrants
	 	 	40	 
	10.4 Evidence of Ownership
	 	 	40	 
	10.5 Counterparts
	 	 	40	 
	10.6 Satisfaction and Discharge of Indenture
	 	 	40	 






ii









 






	 	 	 	 	 

	10.7 Successors
	 	 	41	 
	10.8 Sole Benefit of Parties and Warrantholders
	 	 	41	 
	10.9 Common Shares or Warrants Owned by the Corporation or its
Subsidiaries — Certificate to be Provided
	 	 	41	 
	10.10 Stock Exchange Consents
	 	 	41	 






iii









 





          THIS WARRANT INDENTURE is made as of the 28th day of August, 2009




BETWEEN:





NIMIN CAPITAL CORP. (to be renamed NiMin Energy Corp.), a corporation incorporated
under the laws of the Province of Alberta (hereinafter referred to as the
“Corporation”)


AND





COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated under the laws
of Canada (hereinafter referred to as the “Warrant Agent”)



WHEREAS:





	A.	 	The Corporation proposes to issue and sell up to 33,040,000 Units, each Unit consisting of
one Common Share and one Warrant to be constituted and issued as herein set forth;
	 
	B.	 	One whole Warrant shall, subject to adjustment, entitle the holder thereof to purchase one
Common Share at a price of $1.55 per share at anytime at or before 5:00 p.m. (Calgary time) on
the date which is 24 months following the Closing Date (as hereinafter defined), subject to
certain acceleration provisions, upon the terms and conditions herein set forth;
	 
	C.	 	All things necessary have been done and performed to make the Warrant Certificates, when
certified by the Warrant Agent and issued and delivered as herein provided, legal, valid and
binding on the Corporation with the benefits of and subject to the terms of this Indenture;
and
	 
	D.	 	The Warrant Agent has agreed to enter into this Indenture and to hold all rights, interests
and benefits contained herein for and on behalf of those persons who from time to time become
holders of Warrants issued pursuant to this Indenture;





          NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter contained and
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the Corporation hereby appoints the Warrant Agent as warrant agent to hold the rights, interests
and benefits contained herein for and on behalf of those persons who from time to time become the
holders of Warrants issued pursuant to this Indenture and the parties hereto agree as follows:




ARTICLE 1

INTERPRETATION




1.1 Definitions




          In this Indenture, including the recitals and schedules hereto, and in all indentures
supplemental hereto:





	 	(a)	 	“Act” means the Income Tax Act (Canada), and any and all rules and regulations
made pursuant thereto, as amended from time to time;
	 
	 	(b)	 	“Agents” means, collectively, Canaccord Capital Corporation, GMP Securities
L.P. and CK Cooper & Company;




1









 






	 	(c)	 	“Agency Agreement” means the agency agreement dated effective May 25, 2009
among the Corporation and the Agents relating to, among other things, the distribution
of the Units and the Underlying Securities;
	 
	 	(d)	 	“Applicable Legislation” means the provisions of the Business Corporations Act
(Alberta) as from time to time amended, and any statute of Canada or a province thereof
and the regulations under those statutes, relating to trust indentures or to the
rights, duties and obligations of warrant agents and of corporations under trust
indentures, to the extent that such provisions are at the time in force and applicable
to this Indenture;
	 
	 	(e)	 	“Beneficial Owner” means a person that has a beneficial interest in the Warrant
that is represented by a Global Certificate;
	 
	 	(f)	 	“Book-Entry Only System” means the book-based securities transfer system
administered by CDS in accordance with its operating rules and procedures in force from
time to time;
	 
	 	(g)	 	“Business Day” means a day which is not Saturday or Sunday or a legal holiday
in the City of Calgary, Alberta or the City of Vancouver, British Columbia;
	 
	 	(h)	 	“CDS” means CDS Clearing and Depository Services Inc.;
	 
	 	(i)	 	“Closing” means the closing of the Offering;
	 
	 	(j)	 	“Closing Date” means the day on which the Closing occurs;
	 
	 	(k)	 	“Common Shares” means fully paid and non-assessable common shares in the
capital of the Corporation as presently constituted;
	 
	 	(l)	 	“Corporation’s Auditors” means a firm of chartered accountants duly appointed
as auditors of the Corporation;
	 
	 	(m)	 	“Counsel” means a barrister or solicitor or a firm of barristers and solicitors
retained by the Warrant Agent or retained by the Corporation and acceptable to the
Warrant Agent;
	 
	 	(n)	 	“Current Market Price” of the Common Shares at any date means the weighted
average price for such shares for the 20 consecutive Trading Days immediately preceding
such date on the TSX, or if on such date the Common Shares are not listed on the TSX,
on such stock exchange upon which such shares are listed or, if such shares are not
listed on any stock exchange, then on such over-the-counter market as may be selected
for such purpose by the directors. The weighted average price per Common Share shall be
determined by dividing the aggregate sale price of all such shares sold on the
aforementioned stock exchange or over-the-counter market, as the case may be, during
the aforementioned 20 consecutive Trading Days by the total number of such shares so
sold. If the Common Shares are not then traded in the over-the-counter market or on a
recognized exchange or market, the Current Market Price of the Common Shares shall be
the fair market value of the Common Shares as determined in good faith by the board of
directors of the Corporation after consultation with a nationally or internationally
recognized investment dealer or investment banker;






2











 






	 	(o)	 	“director” means a director of the Corporation for the time being and, unless
otherwise specified herein, reference to action “by the directors” means action by the
directors of the Corporation as a board or, whenever duly empowered, action by any
committee of such board;
	 
	 	(p)	 	“Exercise Date” means, with respect to any Warrant, the date on which the
Warrant Certificate representing such Warrant is surrendered for exercise together with
full payment of the Exercise Price, in accordance with Article 3;
	 
	 	(q)	 	“Exercise Form” means the Exercise Form forming part of the Warrant Certificate
to be completed by the Warrantholder in order to exercise the Warrants for the purchase
of Common Shares;
	 
	 	(r)	 	“Exercise Price” means the price at which a Common Share may be purchased upon
the exercise of one whole Warrant, being $1.55 (Canadian Funds) per Common Share on or
before the Expiry Date;
	 
	 	(s)	 	“Expiry Date” means, subject to section 3.6, twenty-four (24) months from and
after the Closing Date;
	 
	 	(t)	 	“extraordinary resolution” has the meaning set forth in section 7.11;
	 
	 	(u)	 	“Filing Jurisdictions” means the provinces of British Columbia, Alberta,
Ontario and Nova Scotia;
	 
	 	(v)	 	“Global Certificate” means a Warrant certificate that is issued to and
registered in the name of CDS or its nominee pursuant to Section 2.2 hereof, for the
purposes of being held by or on behalf of CDS as custodian for Participants;
	 
	 	(w)	 	“Issue Date” means the date upon which the Warrants are issued;
	 
	 	(x)	 	“Offering” means the offering and sale by the Corporation pursuant to the
Prospectus of up to 32,200,000 Units at a price of $1.25 per Unit for maximum aggregate
gross proceeds of $40,250,000;
	 
	 	(y)	 	“Participants” means a person recognized by CDS as a participant in the
Book-Entry Only System;
	 
	 	(z)	 	“person” means an individual, body corporate, partnership, trust, executor,
administrator, legal representative or any unincorporated organization;
	 
	 	(aa)	 	“Prospectus” means the long form prospectus of the Corporation dated August 21,
2009 which qualifies the distribution of the Warrants and which was filed with the
Securities Commissions in the Filing Jurisdictions;
	 
	 	(bb)	 	“Securities Commission” means the securities commission or similar regulatory
authority in each of the Filing Jurisdictions;
	 
	 	(cc)	 	“Shareholder” means a holder of record of one or more Common Shares;




3









 












	 	(dd)	 	“Subsidiary” has the meaning ascribed thereto in the Business Corporations Act
(Alberta);
	 
	 	(ee)	 	“Time of Expiry” or “Expiry Time” means 5:00 p.m. (Calgary time) on the Expiry
Date;
	 
	 	(ff)	 	“Trading Day” means, with respect to a stock exchange or an over-the-counter
market, a day on which such exchange or market is open for the transaction of business;
	 
	 	(gg)	 	“Trading Period” means a period of 20 consecutive Trading Days;
	 
	 	(hh)	 	“Transfer Agent” means the transfer agent of the Common Shares;
	 
	 	(ii)	 	“Transfer Form” means the Transfer Form forming part of the Warrant Certificate
to be completed by the Warrantholder in order to transfer the Warrants;
	 
	 	(jj)	 	“TSX” means the Toronto Stock Exchange;
	 
	 	(kk)	 	“Underlying Securities” means the Common Shares and Warrants comprising the
Units;
	 
	 	(ll)	 	“Units” means up to 33,040,000 Units of the Corporation, each Unit consisting
of one Common Share and one Warrant;
	 
	 	(mm)	 	“United States” and “U.S. Person” have the meanings given to such terms under
Regulation S of the U.S. Securities Act;
	 
	 	(nn)	 	“U.S. Securities Act” means the United States Securities Act of 1933, as
amended;
	 
	 	(oo)	 	“Warrant Agency” means the principal office of the Warrant Agent in the City of
Vancouver or such other place as may be designated in accordance with subsection
3.1(c);
	 
	 	(pp)	 	“Warrant Agent” means Computershare Trust Company of Canada or its successors
from time to time in the trust hereby created;
	 
	 	(qq)	 	“Warrant Certificate” means a certificate substantially in the form set forth
in Schedule “A” hereto;
	 
	 	(rr)	 	“Warrantholders” or “holders” without reference to Common Shares, means the
persons who are registered holders of Warrants;
	 
	 	(ss)	 	“Warrantholders’ Request” means an instrument signed in one or more
counterparts by Warrantholders entitled to acquire in the aggregate not less than 50%
of the aggregate number of Common Shares which could be acquired pursuant to all
Warrants then unexercised and outstanding, requesting the Warrant Agent to take some
action or proceeding specified therein;
	 
	 	(tt)	 	“Warrants” means the share purchase warrants created by and authorized by and
issuable under this Indenture, with one whole Warrant entitling the holder thereof to
purchase, subject to adjustment as provided in Article 4, one Common Share at the
Exercise Price at any time up to the Expiry Time;




4









 












	 	(uu)	 	“Warrant Indenture”, “Indenture”, “herein”, “hereby”, “hereof” and similar
expressions mean and refer to this indenture and any other indenture, deed or
instrument supplemental hereto, and the expressions “Article”, “section”, “subsection”
and “paragraph” followed by a number, letter or both mean and refer to the specified
article, section, subsection or paragraph of this Indenture;
	 
	 	(vv)	 	“Warrant Register” means the register maintained by the Warrant Agent for the
Warrants; and
	 
	 	(ww)	 	“written order of the Corporation”, “written request of the Corporation”,
“written consent of the Corporation”, and “certificate of the Corporation” means,
respectively, a written order, request, consent and certificate signed in the name of
the Corporation by any two directors or officers, and may consist of one or more
instruments so executed.





1.2 Gender, Number and Parties




     Unless herein otherwise expressly provided or unless the context otherwise requires, words
importing the singular include the plural and vice versa and words importing gender include both
genders and the neuter. Unless the context otherwise requires, any reference to a “party” herein is
a reference to a parry hereto.



1.3 Interpretation not Affected by Headings, etc.




     The division of this Indenture into articles and sections, the provision of a table of
contents and the insertion of headings are for convenience of reference only and shall not affect
the construction or interpretation of this Indenture or any part thereof.



1.4 Day not a Business Day




     In the event that any day on or before which any action is required to be taken hereunder is
not a Business Day, then such action shall be required to be taken at or before the requisite time
on the next succeeding day that is a Business Day.



1.5 Time of the Essence




     Time is of the essence of this Indenture.



1.6 Currency




     Except as otherwise stated, all dollar amounts herein are expressed in Canadian currency.



1.7 Attornment




     The parties hereby irrevocably and unconditionally consent to and submit to the courts of the
Province of Alberta for any actions, suits or proceedings arising out of or relating to this
Indenture or the matters contemplated hereby (and agree to not commence any action, suit or
proceeding relating thereto except in such courts) and further agree that service of any process,
summons, notice or document by single registered mail to the addresses of the parties set forth in
this Indenture shall be effective service of process for any action, suit or proceeding brought
against either party in such court. The parties hereby irrevocably and unconditionally waive any
objection to the laying of venue of any action, suit or proceeding arising out of this Indenture or
the matters contemplated hereby in the courts of the Province



5









 




of Alberta and hereby further irrevocably and unconditionally waive and agree to not plead or
claim in any such court that any such action, suit or proceeding so brought has been brought in an
inconvenient forum.




1.8 Amendment




     This Indenture shall not be varied or amended in its terms otherwise than by an express
instrument in writing dated subsequent to the date hereof, executed by duly authorized
representatives of the parties.



1.9 Schedules




     The following is a list of the designated letter and reference names of the Schedule attached
to and forming part of this Indenture:



          Schedule “A” — Form of Warrant Certificate.




1.10 Applicable Law




     This Indenture and the Warrant Certificates shall be construed in accordance with the laws of
the Province of Alberta and the federal laws of Canada applicable therein and shall be treated in
all respects as Alberta contracts.



ARTICLE 2

ISSUE OF WARRANTS




2.1 Issue of Warrants





	 	(a)	 	Subject to adjustment as set forth in Article 4 hereof, up to 33,040,000
Warrants exercisable to acquire up to 33,040,000 Common Shares are hereby created and
authorized to be issued as provided for in the Agency Agreement.
	 
	 	(b)	 	The Warrant Certificates (including all replacements issued in accordance with
this Indenture) shall be substantially in the form set out in Schedule “A” hereto,
shall bear such distinguishing letters and numbers as the Corporation may, with the
approval of the Warrant Agent, prescribe, and shall be issuable in any denomination
excluding fractions.
	 
	 	(c)	 	The Warrant Certificates and the Warrants represented thereby shall be
registered, together with the name and address of the registered holder thereof, in the
Warrant Register maintained by the Warrant Agent.





2.2 Issue of Global Certificates





	 	(a)	 	The Corporation may, at its sole option, specify, in a written order of the
Corporation delivered to the Warrant Agent, that some or all of the Warrants are to be
represented by one or more Global Certificates registered in the name of CDS or its
nominee, and in such event the Corporation shall execute and the Warrant Agent shall
countersign and deliver one or more Global Certificates that shall represent the
aggregate number of outstanding Warrants to be represented by such Global
Certificate(s).
	 
	 	(b)	 	Transfers of beneficial ownership in any Warrant represented by a Global
Certificate will be effected only (i) with respect to the interest of a Participant,
through records 




6









 






	 	 	 	maintained by CDS or its nominee for such Global Certificate, and (ii)
with respect to the interest of any person other than a Participant, through records
maintained by Participants. Beneficial Owners who are not Participants but who desire
to sell or otherwise transfer ownership of or any other interest in Warrants
represented by such Global Certificate may do so only through a Participant.






	 	(c)	 	The rights of Beneficial Owners shall be limited to those established by
applicable law and agreements between CDS and the Participants and between such
Participants and Beneficial Owners and must be exercised through a Participant in
accordance with the rules and procedures of CDS.
	 
	 	(d)	 	Subject to subsection 2.2(e) and (f), neither the Corporation nor the Warrant
Agent shall be under any obligation to deliver to any Participant or Beneficial Owner,
nor shall any Participant or Beneficial Owner have any right to require the delivery
of, a certificate or other instrument evidencing any interest in Warrants except where
physical certificates evidencing ownership in the Warrants are required to deal with
Warrant exercises or restricted and/or legended securities.
	 
	 	(e)	 	If any Warrant is represented by a Global Certificate and any of the following
events occurs:






	 	(i)	 	CDS has notified the Warrant Agent that CDS is unwilling or
unable to continue as the depository or CDS ceases to be a clearing agency in
good standing under applicable laws and, in either case, the Corporation is
unable to locate a qualified successor depository within 90 days of delivery of
such notice;
	 
	 	(ii)	 	the Corporation has determined, in is sole discretion, to
terminate the Book-Entry Only System in respect of such Global Certificate and
has communicated such determination to the Warrant Agent in writing;
	 
	 	(iii)	 	the Corporation or CDS is required by applicable law to take
the action contemplated in this subsection 2.2(e); or
	 
	 	(iv)	 	the Book-Entry Only System administered by CDS ceases to exist;






	 	then one or more definitive fully registered Warrant Certificates shall be executed by the
Corporation and countersigned and delivered by the Warrant Agent to CDS in exchange for the
Global Certificate(s) held by CDS.






	 	(f)	 	Fully registered Warrant Certificates issued and exchanged pursuant to
subsection 2.2(e) shall be registered in such names and in such denominations as CDS
shall instruct the Warrant Agent, provided that the aggregate number of Warrants
represented by such Warrant Certificates shall be equal to the aggregate number of
Warrants represented by the Global Certificate(s) so exchanged. Upon exchange of a
Global Certificate for one or more Warrant Certificates in definitive form, such Global
Certificate shall be cancelled by the Warrant Agent.
	 
	 	(g)	 	Notwithstanding anything herein or in the terms of the Warrant Certificates to
the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall
have any responsibility or liability for (i) the records maintained by CDS relating to
any ownership interests or any other interest in the Warrants or the depository system




7









 






	 	 	 	maintained by CDS, or payments made on account of any ownership interest or any other
interest of any person in any Warrant represented by any Global Certificate (other than
the applicable depository or its nominee), (ii) maintaining, supervising or reviewing
any records of CDS or any Participant relating to any such interest, or (iii) any
advice or representation made or given by CDS or those contained herein that relate to
the rules and regulations of CDS or any action to be taken by CDS on its own direction
or at the direction of any Participant.






	 	(h)	 	The provisions of section 2.12 with respect to the transfer of Warrants are
subject to the provisions of this section 2.2.





2.3 Terms of Warrants





	 	(a)	 	The Warrant Certificates (including all replacements issued in accordance with
this Indenture) shall be issued in registered form and shall be substantially in the
form set out in Schedule “A”, with such additions, variations and deletions as may be
permitted by the provisions of this Indenture, numbered in such manner as the
Corporation with the approval of the Warrant Agent may prescribe and shall be issuable
in any denomination. All Warrant Certificates shall be dated the Issue Date and shall,
save as to denominations, be of like tenor and effect. Warrant Certificates may bear
such legends as Counsel may advise are necessary in the circumstances.
	 
	 	(b)	 	The Warrant Certificates and the Warrants represented thereby shall be
registered, together with the name and address of the registered holder thereof in the
Warrant Register maintained by the Warrant Agent.
	 
	 	(c)	 	Subject to subsection 2.3(d), each whole Warrant authorized to be issued
hereunder shall entitle the holder thereof, upon exercise, together with payment of the
Exercise Price, to acquire one Common Share, subject to adjustment in accordance with
Article 4, at any time after the Issue Date and until the Time of Expiry on payment of
the Exercise Price.
	 
	 	(d)	 	To the extent that the holder of a Warrant Certificate is entitled to receive
on the exercise or partial exercise thereof a fraction of a Common Share, such right
may only be exercised in respect of such fraction in combination with another Warrant
Certificate which in the aggregate entitles the Warrantholder to receive a whole number
of Common Shares.
	 
	 	(e)	 	The Exercise Price and the number of Common Shares which may be acquired
pursuant to the exercise of the Warrants shall be adjusted in the events and in the
manner specified in Article 4.





2.4 Warrantholder not a Shareholder




     Nothing in this Indenture or in the holding of a Warrant or Warrant Certificate or otherwise,
shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest
whatsoever as a Shareholder or as any other shareholder of the Corporation, including, but not
limited to, the right to vote
at, to receive notice of, or to attend, meetings of shareholders or any other proceedings of
the Corporation, or the right to receive dividends and other distributions.



8









 





2.5 United States Transfer Restrictions





	 	(a)	 	Each Warrant Certificate originally issued to a U.S. Person or a person in the
United States or a person for the account or benefit of a U.S. Person or a person in
the United States and all Warrant Certificates issued in exchange therefore or in
substitution therefore, shall bear the legend set forth below:
	 
	 	 	 	“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR
UNDER ANY STATE SECURITIES LAWS OF THE UNITED STATES. THE HOLDER HEREOF, BY
PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF NIMIN ENERGY CORP. THAT THESE
SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO NIMIN
ENERGY CORP., (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF
REGULATION S (“REGULATION S”) UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH
APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN
ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT TO A PERSON WHO THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE
144A UNDER THE U.S. SECURITIES ACT, A “QIB”) THAT IS PURCHASING FOR ITS OWN ACCOUNT
OF FOR THE ACCOUNT OF ONE OR MORE OR QIBs AND TO WHOM NOTICE IS GIVEN THAT THE
OFFER, SALE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) THE EXEMPTION
FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF
AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) ANOTHER
TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO
(C)(2) OR (D) ABOVE, A LEGAL OPINION FROM U.S. COUNSEL REASONABLY SATISFACTORY TO
NIMIN ENERGY CORP. MUST FIRST BE PROVIDED.
	 
	 	 	 	IF NIMIN ENERGY CORP. IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT
THE TIME OF TRANSFER, A NEW CERTIFICATE, BEARING NO LEGEND, MAY BE OBTAINED FROM THE
REGISTRAR AND TRANSFER AGENT FOR THE SECURITIES UPON DELIVERY OF THIS CERTIFICATE
AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE REGISTRAR AND
TRANSFER AGENT FOR THE SECURITIES AND NIMIN ENERGY CORP., TO THE EFFECT THAT THE
SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904
OF REGULATION S UNDER THE U.S. SECURITIES ACT.”
	 
	 	 	 	provided that, if the Corporation is a “foreign issuer” within the meaning of
Regulation S of the U.S. Securities Act at the time of transfer, and the such
securities are being sold in compliance with the requirements of Rule 904 of
Regulation S, then unless the Corporation or the registrar and transfer agent for
the such securities requires a legal
opinion, the legend may be removed by providing a declaration to the registrar and
transfer agent for such securities, to the effect set out below (or as the
Corporation may prescribe from time to time);




9









 






	 	 	 	“The undersigned (a) acknowledges that the sale of the securities of NiMin Energy
Corp. (the “Corporation”) to which this declaration relates is being made in
reliance on Rule 904 of Regulation S (“Regulation S”) under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”), and (b) certifies
that (1) the undersigned is not an affiliate of the Corporation (as defined in Rule
405 under the U.S. Securities Act); (2) the offer of the securities was not made to
a person in the United States and either (A) at the time the buy order was
originated, the buyer was outside the United States, or the seller and any person
acting on its behalf reasonably believe that the buyer was outside the United
States, or (B) the transaction was executed on or through the facilities of the
Toronto Stock Exchange, and neither the seller nor any person acting on its behalf
knows that the transaction has been prearranged with a buyer in the United States;
(3) neither the seller nor any affiliate of the seller nor any person acting on any
of their behalf has engaged or will engage in any “directed selling efforts” (as
such term is defined in Regulation S) in the United States in connection with the
offer and sale of the securities; (4) the sale is bona fide and not for the purpose
of “washing off” the resale restrictions imposed because the securities are
“restricted securities” (as that term is defined in Rule 144(a)(3) under the U.S.
Securities Act); (5) the seller does not intend to replace the securities sold in
reliance on Rule 904 of Regulation S with fungible unrestricted securities; and (6)
the contemplated sale is not a transaction, or part of a series of transactions
which, although in technical compliance with Regulation S, is part of a plan or
scheme to evade the registration provisions of the U.S. Securities Act.”






	 	 	 	provided further, that if such securities are being sold under Rule 144 of the U.S.
Securities Act, the legend may be removed by delivering to the registrar and
transfer agent for such securities and to the Corporation an opinion of U.S.
counsel, of recognized standing reasonably satisfactory to the Corporation and the
Warrant Agent, to the effect that such legend is no longer required under the
U.S. Securities Act or state securities laws.





2.6 Warrants to Rank Pari Passu




     All Warrants shall rank pari passu, whatever may be the actual date of issue thereof.



2.7 Signing of Warrant Certificates




     The Warrant Certificates (including all replacements issued in accordance with this Indenture)
shall be signed by any one director or officer of the Corporation and need not be under seal. The
signature of any such director or officer may be mechanically reproduced in facsimile and Warrant
Certificates bearing such facsimile signatures shall be binding upon the Corporation as if they had
been manually signed by such director or officer. Notwithstanding that any person whose manual or
facsimile signature appears on any Warrant Certificate as a director or officer may no longer hold
office at the date of such Warrant Certificate or at the date of certification or delivery thereof,
any Warrant Certificate signed as aforesaid shall, subject to section 2.8, be valid and binding
upon the Corporation and the holder thereof shall be entitled to the benefits of this Indenture.



2.8 Certification by the Warrant Agent





	 	(a)	 	No Warrant Certificate shall be issued or, if issued, shall be valid for any
purpose or entitle the holder to the benefit hereof until it has been certified by
manual signature by or on behalf of the Warrant Agent in substantially the form of the
certificate set out in Schedule “A” hereto, and such certification by the Warrant Agent
upon any Warrant 




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	 	 	 	Certificate shall be conclusive evidence as against the Corporation
that the Warrant Certificate so certified has been duly issued hereunder and that the
holder is entitled to the benefits hereof.






	 	(b)	 	The certification of the Warrant Agent on a Warrant Certificate issued
hereunder shall not be construed as a representation or warranty by the Warrant Agent
as to the validity of this Indenture or the Warrant Certificate (except the due
certification thereof) and the Warrant Agent shall in no respect be liable or
answerable for the use made of the Warrant Certificate or any of them or of the
consideration therefor except as otherwise specified herein.





2.9 Issue in Substitution for Warrant Certificates Lost, etc.





	 	(a)	 	In case any Warrant Certificate becomes mutilated or is lost, destroyed or
stolen, the Corporation, subject to applicable law, shall issue and thereupon the
Warrant Agent shall certify and deliver a new Warrant Certificate of like tenor as the
one mutilated, lost, destroyed or stolen in exchange for and in place of and upon
cancellation of such mutilated Warrant Certificate, or in lieu of and in substitution
for such lost, destroyed or stolen Warrant Certificate, and the substitute Warrant
Certificate shall be in a form approved by the Warrant Agent, and the Warrants
evidenced thereby shall be entitled to the benefits hereof and shall rank equally in
accordance with its terms with all other Warrants issued or to be issued hereunder.
	 
	 	(b)	 	The applicant for the issue of a new Warrant Certificate pursuant to this
section 2.9 shall bear the cost of the issue thereof and in case of loss, destruction
or theft shall, as a condition precedent to the issue thereof, furnish to the
Corporation and to the Warrant Agent such evidence of ownership and of the loss,
destruction or theft of the Warrant Certificate so lost, destroyed or stolen as shall
be satisfactory to the Corporation and the Warrant Agent, in their sole discretion, and
such applicant may also be required to furnish an indemnity or security in amount and
form satisfactory to the Corporation and the Warrant Agent, in their sole discretion,
and shall pay the reasonable charges of the Corporation and the Warrant Agent in
connection therewith.





2.10 Exchange of Warrant Certificates





	 	(a)	 	Warrant Certificates representing any number of Warrants may, on compliance
with the reasonable requirements of the Warrant Agent and subject to Article 4 be
exchanged for another Warrant Certificate or Warrant Certificates entitling the holder
thereof to acquire, in the aggregate, the same number of Common Shares as may be
acquired under the Warrant Certificates so exchanged.
	 
	 	(b)	 	Warrant Certificates may be exchanged only at the Warrant Agency or at any
other place that is designated by the Corporation with the approval of the Warrant
Agent. Any Warrant Certificate tendered for exchange shall be surrendered to and cancelled by
the Corporation.





2.11 Charges for Exchange




     Except as otherwise provided herein, the Warrant Agent may charge to the holder requesting an
exchange or transfer of a Warrant Certificate or Warrant Certificates a reasonable sum for each new
Warrant Certificate issued in exchange for or upon transfer of such Warrant Certificate or Warrant



11









 




Certificates, and payment of such charges and reimbursement of the Warrant Agent and the
Corporation for any and all stamp taxes or governmental or other charges required to be paid shall
be made by such holder as a condition precedent to such exchange or transfer.




2.12 Transfer and Ownership of Warrants





	 	(a)	 	The Warrants may only be transferred on the Warrant Register kept at the
Warrant Agency by the holder or its legal representatives or its attorney duly
appointed by an instrument in writing in form and execution satisfactory to the Warrant
Agent only upon surrendering to the Warrant Agent at the Warrant Agency the Warrant
Certificate or Warrant Certificates representing the Warrants to be transferred, with
the Transfer Form thereon duly completed and executed, signed by the Warrantholder or
by the duly appointed legal representative thereof or a duly authorized attorney,
together with evidence of authority of any such legal representative or attorney and,
if required by the Transfer Form, with such signature properly guaranteed, and upon
compliance with:






	 	(i)	 	the conditions herein;
	 
	 	(ii)	 	such reasonable requirements as the Warrant Agent may
prescribe; and
	 
	 	(iii)	 	all applicable securities legislation and requirements of
regulatory authorities relating to the transferability of the Warrants or
restrictions thereon;






	 	 	 	and such transfer shall be duly noted in the Warrant Register by the Warrant Agent.
Upon compliance with such requirements, the Warrant Agent shall issue to the
transferee a Warrant Certificate representing the Warrants transferred. Such new
Warrant Certificate shall be sent by first class mail or held for pick up by the
transferee in accordance with the instructions given on the Transfer Form and, if no
such instructions are given, shall be sent by first class mail to the address of the
transferee appearing on the Transfer Form. If less than all the Warrants
represented by a Warrant Certificate are transferred, the Warrant Agent shall issue
a new Warrant Certificate representing those Warrants not transferred in the same
name as the name appearing on the Warrant Certificate surrendered for transfer.
Such new Warrant Certificate shall be sent by first class mail or held for pick up
in accordance with instructions given on the transfer form and, if no instructions
are given, shall be sent by first class mail to the address of the holder of the
Warrants surrendered for transfer appearing on the Warrant Register.






	 	(b)	 	The Corporation and the Warrant Agent will deem and treat the registered owner
of any Warrant as the beneficial owner thereof for all purposes and neither the
Corporation nor the Warrant Agent shall be affected by any notice to the contrary.
	 
	 	(c)	 	Subject to the provisions of this Indenture and applicable law, the
Warrantholder shall be entitled to the rights and privileges attaching to the Warrants
and the issue of Common Shares upon the exercise of Warrants by any Warrantholder in
accordance with the terms and conditions herein contained shall discharge all
responsibilities of the Corporation and the Warrant Agent with respect to such Warrants
and neither the Corporation nor the Warrant Agent shall be bound to inquire into the
title of any such holder.
	 
	 	(d)	 	The Warrants and Common Shares issuable upon exercise thereof have not been
registered under the U.S. Securities Act or the securities laws of any state of the
United States and may not be transferred in the United States or to a U.S. Person,
unless the 




12









 






	 	 	 	Warrants and the Common Shares issuable upon exercise thereof have been
registered under the U.S. Securities Act and the securities laws of all applicable
states of the United States or an exemption from such registration requirement is
available. The Warrant Agent shall not permit the transfer of any Warrants to a U.S.
Person unless the holder thereof has provided to the Warrant Agent and the Corporation
an opinion of counsel, or other evidence, in form reasonably satisfactory to the
Corporation and the Warrant Agent, to the effect that such transfer of Warrants does
not require registration under the U.S. Securities Act or any applicable state laws and
regulations governing the offer and sale of securities.





2.13 Registration of Warrants




          The Warrant Agent shall keep at the Warrant Agency: (i) a Warrant Register in which shall be
entered in alphabetical order the names and addresses of the holders of Warrants and particulars of
the Warrants held by them and (ii) a register of transfers in which all transfers of Warrants and
the date and other particulars of each transfer shall be entered. Branch registers shall also be
kept at such other place or places, if any, as the Corporation, with the approval of the Warrant
Agent, may designate. Such registers will at all reasonable times be open for inspection by the
Corporation and/or any Warrantholder. The Warrant Agent will from time to time when requested to
do so by the Corporation or any Warrantholder, upon payment of the Warrant Agent’s reasonable
charges, furnish a list of the names and addresses of Warrantholders showing the number of Warrants
held by each such Warrantholder.



ARTICLE 3

EXERCISE OF WARRANTS




3.1 Method of Exercise of Warrants by Warrantholders





	 	(a)	 	The holder of any Warrant may exercise the right conferred on such holder to
acquire Common Shares by surrendering, after the Issue Date and prior to the Time of
Expiry, to the Warrant Agent at the Warrant Agency the Warrant Certificate with a duly
completed and executed Exercise Form, together with a certified cheque, bank draft or
money order in lawful money of Canada payable to the Corporation for the aggregate
Exercise Price for the Common Shares subscribed for.
	 
	 	 	 	A Warrant Certificate with the duly completed and executed Exercise Form referred to
in this subsection shall, together with the payment of the Exercise Price for the
Common Shares subscribed for, be deemed to be surrendered only upon personal
delivery thereof or, if sent by mail or other means of transmission, upon actual
receipt thereof at, in each case, the Warrant Agency.






	 	(b)	 	Any Exercise Form referred to in section 3.1(a) shall be signed by the
Warrantholder or by the duly appointed legal representative thereof or a duly
authorized attorney, with evidence of authority of any such legal representative or
attorney attached thereto, and, if required by the exercise form, with such signature
properly guaranteed, and shall specify:






	 	(i)	 	the number of Common Shares which the holder wishes to acquire
(being not more than those which the holder is entitled to acquire pursuant to
the Warrant Certificate(s) surrendered);
	 
	 	(ii)	 	the person or persons in whose name or names such Common Shares
are to be registered;





13









 











	 	(iii)	 	the address or addresses of such person(s); and
	 
	 	(iv)	 	the number of Common Shares to be issued to each such person if
more than one is so specified.
	 
	 	 	 	If any of the Common Shares subscribed for are to be issued to a person or persons
other than the Warrantholder, the Warrantholder shall pay to the Corporation or the
Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes
and the Corporation shall not be required to issue or deliver certificates
evidencing Common Shares unless or until such Warrantholder shall have paid to the
Corporation, or the Warrant Agent on behalf of the Corporation, the amount of such
tax or shall have established to the satisfaction of the Corporation that such tax
has been paid or that no tax is due.






	 	(c)	 	In connection with the exchange of Warrant Certificates and exercise of
Warrants and in compliance with such other terms and conditions hereof as may be
required, the Corporation has appointed the principal office of the Warrant Agent in
Calgary and Vancouver as the agency at which Warrant Certificates may be surrendered
for exchange or at which Warrants may be exercised. The Corporation may from time to
time designate alternate or additional places as the Warrant Agency and shall give
notice to the Warrant Agent of any change of the Warrant Agency.
	 
	 	(d)	 	A Beneficial Owner who desires to exercise his or her non-certificated Warrants
evidenced by a security entitlement in respect of Warrants in the Book-Entry Only
System must do so by arranging through a CDS participant for the issuance of a physical
Warrant Certificate and/or Exercise Form to be completed and delivered to the Warrant
Agent together with such other documentation as the Corporation or the Warrant Agent
may reasonably require, specifying the number of Common Shares subscribed for together
with a certified cheque, bank draft or money order in lawful money of Canada payable to
or to the order of the Corporation at par in Calgary, Alberta in an amount equal to the
Exercise Price multiplied by the number of Common Shares being purchased. Any expense
associated with the preparation and delivery of Warrant Certificates and/or Exercise
Forms will be for the account of the Beneficial Owner exercising such Warrants.





3.2 Prohibition on Exercise by U.S. Persons; Legended Certificates





	 	(a)	 	Subject to subsection 3.2(a), Warrants may not be exercised within the United
States or by or on behalf of any U.S. Person and no Common Shares issued upon exercise
of Warrants may be delivered to any address in the United States.
	 
	 	(b)	 	Warrants may not be exercised unless either the person exercising the Warrant:






	 	(i)	 	certifies that it is not in the United States, is not a U.S.
Person and is not exercising the Warrants on behalf of a U.S. Person;
	 
	 	(ii)	 	certifies that it (A) purchased the Units pursuant to the
Corporation’s United States private placement of Units for its own account or
for the account of a beneficial purchaser; (B) is exercising the Warrants
issued upon conversion of such Units for its own account or for the account of
such beneficial purchaser, and (C) such holder and such beneficial purchaser,
if any, remain “accredited 




14









 






	 	 	 	investors”, as defined in Rule 501(a) of Regulation
D under the U.S. Securities Act; or






	 	(iii)	 	has delivered to the Corporation an opinion of counsel
reasonably satisfactory to the Corporation to the effect that an exemption from
the registration requirements of the U.S. Securities Act and applicable state
securities laws is available for such exercise.






	 	 	 	and Corporation has confirmed to the Warrant Agent its satisfaction that the
provisions of this subsection 3.1(c) have been complied with and the Warrant Agent
shall be entitled to rely upon such confirmation.






	 	(c)	 	Certificates representing Common Shares issued upon the exercise of Warrants
which bear the legend set forth in subsection 2.5(a) and which are issued and delivered
pursuant to subsections 3.2(b)(ii) or 3.2(b)(iii) shall bear the following legend:
	 
	 	 	 	“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR
UNDER ANY STATE SECURITIES LAWS OF THE UNITED STATES. THE HOLDER HEREOF, BY
PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF NIMIN ENERGY CORP. THAT THESE
SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO NIMIN
ENERGY CORP., (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF
REGULATION S (“REGULATION S”) UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH
APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN
ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT TO A PERSON WHO THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE
144A UNDER THE U.S. SECURITIES ACT, A “QIB”) THAT IS PURCHASING FOR ITS OWN ACCOUNT
OF FOR THE ACCOUNT OF ONE OR MORE OR QIBs AND TO WHOM NOTICE IS GIVEN THAT THE
OFFER, SALE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) THE
EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS,
OR (D) ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S.
SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF
TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION FROM U.S. COUNSEL
REASONABLY SATISFACTORY TO NIMIN ENERGY CORP. MUST FIRST BE PROVIDED.
	 
	 	 	 	THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK
EXCHANGE (“TSX”); HOWEVER, THE SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF
TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE
REPRESENTING THE SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON
TSX.
	 
	 	 	 	IF NIMIN ENERGY CORP. IS A “FOREIGN ISSUER” WITHIN THE MEANING OF 




15









 






	 	 	 	REGULATION S AT THE TIME OF TRANSFER, A NEW CERTIFICATE, BEARING NO LEGEND, MAY BE OBTAINED FROM THE
REGISTRAR AND TRANSFER AGENT FOR THE SECURITIES UPON DELIVERY OF THIS CERTIFICATE
AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE REGISTRAR AND
TRANSFER AGENT FOR THE SECURITIES AND NIMIN ENERGY CORP., TO THE EFFECT THAT THE
SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904
OF REGULATION S UNDER THE U.S. SECURITIES ACT.”





3.3 Effect of Exercise of Warrants





	 	(a)	 	Upon compliance by the holder of any Warrant Certificate with the provisions of
section 3.1, and subject to section 3.4, the Common Shares subscribed for shall be
deemed to have been issued and the person or persons to whom such Common Shares are to
be issued shall be deemed to have become the holder or holders of record of such Common
Shares on the Exercise Date unless the transfer registers of the Corporation shall be
closed on such date, in which case the Common Shares subscribed for shall be deemed to
have been issued, and such person or persons deemed to have become the holder or
holders of record of such Common Shares, on the date on which such transfer registers
are re-opened.
	 
	 	(b)	 	If fully registered Warrant Certificates have been issued and exchanged
pursuant to subsection 2.2(e), within seven Business Days after the Exercise Date with
respect to a Warrant, the Corporation shall cause to be mailed to the person or persons
in whose name or names the Common Shares so subscribed for have been issued, as
specified in the subscription, at the address specified in such subscription or, if so
specified in such subscription, cause to be delivered to such person or persons at the
Warrant Agency where the Warrant Certificate was surrendered, a certificate or
certificates for the appropriate number of Common Shares subscribed for. In the
absence of instructions to the contrary, such certificates shall be issued in the name
of the registered holder of the surrendered Warrant Certificate and shall be mailed by
first class mail to the address of such Warrantholder appearing on the Warrant
Register.





3.4 Partial Exercise of Warrants; Fractions





	 	(a)	 	The holder of any Warrants may acquire a number of Common Shares less than the
number which the holder is entitled to acquire pursuant to the surrendered Warrant
Certificate(s). If fully registered Warrant Certificates have been issued and
exchanged pursuant to subsection 2.2(e), in the event of any exercise of a number of
Warrants less than the number which the holder is entitled to exercise, the holder of
the Warrants upon such exercise shall also be entitled to receive, without charge
therefor, a new Warrant Certificate(s) in respect of the balance of the Warrants
represented by the surrendered Warrant Certificate(s) not then exercised. In the
absence of instructions to the contrary, such certificate shall be issued in the name
of the registered holder of the surrendered Warrant Certificate and shall be mailed by
first class mail to the address of such Warrantholder appearing on the Warrant
Register.
	 
	 	(b)	 	Notwithstanding anything herein contained including any adjustment provided for
in Article 4, the Corporation shall not be required, upon the exercise of any Warrants,
to issue fractions of Common Shares or to distribute certificates which evidence
fractional Common Shares.






16











 





3.5 Expiration of Warrants




          Immediately after the Time of Expiry, all rights under any Warrant in respect of which the
right of acquisition herein and therein provided for shall not have been exercised shall cease and
terminate and such Warrant shall be void and of no further force or effect.




3.6 Accelerated Expiration of Warrants




          Notwithstanding anything to the contrary contained herein, in the event that the Common Shares
trade at a closing market price on the Exchange, or any other recognized stock exchange, of greater
than $2.10 per share for a period of twenty (20) consecutive trading days at any time, the
Corporation may accelerate the Expiry Date with respect to the Warrants by giving notice to the
holders and in such case the Warrants will expire on the thirtieth (30) day after the date on which
such notice is given by the Corporation.




3.7 Cancellation of Surrendered Warrants




          All Warrant Certificates surrendered or deemed to be surrendered to the Warrant Agent pursuant
to sections 2.9, 2.10, 2.12, 3.1 or 5.1 shall be cancelled by the Warrant Agent and, after the
expiry of any period of retention prescribed by law, destroyed by the Warrant Agent. Upon request
by the Corporation, the Warrant Agent shall furnish to the Corporation a destruction certificate
identifying the Warrant Certificates so destroyed and the Warrants evidenced thereby.




3.8 Accounting and Recording





	 	(a)	 	The Warrant Agent shall promptly notify the Corporation when Warrants are
exercised. The Warrant Agent shall hold all money received on the exercise of Warrants
and shall forward such money to the Corporation within five Business Days from the date
of receipt thereof. All such money and any securities or other instruments received by
the Warrant Agent shall be received in trust for and shall be segregated and kept apart
by the Warrant Agent in trust for the Corporation.
	 
	 	(b)	 	The Warrant Agent shall record the particulars of the Warrants exercised which
shall include the names and addresses of the persons who have exercised Warrants, the
names and addresses of the persons who have become holders, the number of Common Shares
subscribed for upon such exercise, the Exercise Date and the Exercise Price. Upon
request of the Corporation, the Warrant Agent shall provide within five Business Days
such particulars in writing to the Corporation.





3.9 Postponement of Delivery of Certificates




          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
surrender of a Warrant Certificate 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
re-opening of the stock transfer books.




3.10 Securities Restrictions




          Notwithstanding anything herein contained, Common Shares will only be issued pursuant to
exercise of any Warrants in compliance with the securities laws of any applicable jurisdiction and,






17









 







without limiting the generality of the foregoing, the certificates representing the Common
Shares issued thereby will bear such legend as may, in the opinion of Counsel of the Corporation,
be necessary in order to avoid a violation of any securities laws of any province in Canada or the
United States or to comply with the requirements of any stock exchange on which the Common Shares
are listed, provided that, if at any time, in the opinion of Counsel to the Corporation, such
legends are no longer necessary in order to avoid a violation of any such laws, or the holder of
any such legended certificate, at the holder’s expense, provides the Corporation with evidence
satisfactory in form and substance to the Corporation and the Warrant Agent (which may include an
opinion of counsel satisfactory to the Corporation and the Warrant Agent) to the effect that such
holder is entitled to sell or otherwise transfer such Common Shares in a transaction in which such
legends are not required, such legended certificate may thereafter be surrendered to the
Corporation in exchange for a certificate which does not bear such legend. The Corporation shall
provide the Warrant Agent with a written direction including the form of any legend required in
accordance with this section 3.10.




ARTICLE 4

ADJUSTMENT OF NUMBER OF COMMON SHARES



4.1 Adjustment of Number of Common Shares




          The acquisition rights in effect at any date attaching to the Warrants shall be subject to
adjustment from time to time as follows:





	 	(a)	 	if and whenever at any time from the date hereof and prior to the Time of
Expiry, the Corporation shall:






	 	(i)	 	subdivide, redivide or change its outstanding Common Shares
into a greater number of shares;
	 
	 	(ii)	 	reduce, combine or consolidate its outstanding Common Shares
into a smaller number of shares; or
	 
	 	(iii)	 	issue Common Shares (or securities exchangeable for or
convertible into Common Shares) to all or substantially all of the holders of
outstanding Common Shares by way of a stock dividend or other distribution of
Common Shares or securities convertible into Common Shares (other than
Dividends Paid in the Ordinary Course) (as hereinafter defined);






	 	 	 	the Exercise Price in effect on the effective date of such subdivision or
consolidation, or on the record date of such stock dividend, as the case may be,
shall be adjusted to equal the price determined by multiplying the Exercise Price in
effect immediately prior to such effective date or record date by a fraction of
which the numerator shall be the total number of Common Shares outstanding
immediately prior to such a date and the denominator shall be the total number of
Common Shares immediately after such date. Such adjustment shall be made
successively whenever any event referred to in this subsection (a) shall occur, and
any such issue of Common Shares by way of a stock dividend shall be deemed to have
been made on the record date for the stock dividend for the purpose of calculating
the number of outstanding Common Shares under subsections (b) and (c). Upon any
adjustment of the Exercise Price pursuant to this subsection (a), the number of
Shares subject to the right of purchase under each Warrant not previously exercised
shall be contemporaneously adjusted by multiplying the number of Common
Shares which theretofore may have been purchased under such Warrant by a fraction of




18









 






	 	 	 	which the numerator shall be the respective Exercise Price in effect immediately
prior to such adjustment and the denominator shall be the respective Exercise Price
resulting from such adjustments;






	 	(b)	 	if and whenever at any time after the date hereof and prior to the Time of
Expiry, the Corporation shall fix a record date for the distribution to all or
substantially all of the holders of Common Shares of rights, options or warrants (other
than the Warrants) entitling them for a period expiring not more than forty-five days
after such record date to subscribe for or purchase Common Shares (or securities
convertible into Common Shares) at a price (or having a conversion price or exchange
price) less than 95% of the Current Market Price on such record date, the Exercise
Price shall be adjusted immediately after such record date so that it shall equal the
price determined by multiplying the Exercise 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 the number arrived at 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, 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); any Common Shares owned by or held for the
account of the Corporation or any Subsidiary of the Corporation shall be deemed not to
be outstanding for the purpose of any such computation; such adjustment shall be made
successively whenever such a record date is fixed; to the extent that any rights,
options or warrants are not so issued or any such rights, options or warrants are not
exercised prior to the expiration thereof, the Exercise Price shall then be readjusted
to the Exercise Price which would then be in effect if such record date had not been
fixed or to the Exercise Price which would then be in effect based upon the number and
aggregate price of Common Shares (or securities convertible into Common Shares)
actually issued upon the exercise of such rights, option or warrants, as the case may
be;






	 	(c)	 	if and whenever at any time from the date hereof and prior to the Time of
Expiry, there is a reclassification or other change to the outstanding Common Shares or
a capital reorganization of the Corporation other than as described in
subsection 4.1(a) or a consolidation, amalgamation, arrangement or merger of the
Corporation, other than pursuant to the Merger Agreement as defined in the Prospectus
or consolidations, amalgamations, arrangements or mergers which do not result in any
reclassification of the Common Shares or a change of the Common Shares into other
            shares, with or into any other body corporate, trust, partnership or other entity, or a
sale or conveyance of the property and assets of the Corporation as an entirety or
substantially as an entirety to any other body corporate, trust, partnership or other
entity other than to a Subsidiary, any Warrantholder who has not exercised its right of
acquisition prior to the effective date of such reclassification, reorganization,
consolidation, amalgamation, arrangement, merger, sale or conveyance, upon the exercise
of such right thereafter, shall be entitled to receive and shall accept, in lieu of the
number of Common Shares then sought to be acquired by it, the number of shares or other
securities or property of the Corporation or of the body corporate, trust, partnership
or other entity resulting from such reclassification, reorganization, merger,
amalgamation, arrangement or consolidation, or to which such sale or conveyance may be
made, as the case may be, that such Warrantholder would
have been entitled to receive on such reclassification, reorganization,
consolidation, amalgamation, arrangement, merger, sale or conveyance, if, on the
record date or the




19









 






	 	 	 	effective date thereof, as the case may be, the Warrantholder had
been the registered holder of the number of Common Shares receivable upon the
exchange of Warrants then held. No reclassification, reorganization, consolidation,
amalgamation, arrangement, merger, sale or conveyance shall be carried into effect
unless all necessary steps shall have been taken so that the holders of Warrants
shall thereafter be entitled to receive the number of shares or other securities or
property of the Corporation, or of the continuing, successor or purchasing
corporation or entity, as the case may be, under the reclassification,
reorganization, consolidation, amalgamation, arrangement, merger, sale or
conveyance, subject to adjustment thereafter in accordance with provisions the same,
as nearly as may be possible, as those contained in this Article 4. If the shares,
securities or property are not “Shares” within the meaning of the Act, such
requirement to accept these shares, securities or property in lieu of the Common
Shares shall not be subject to approval of the Warrantholders. If determined
appropriate by the Warrant Agent to give effect to or to evidence the provisions of
this subsection, the Corporation, its successor, or such purchasing body corporate,
partnership, trust or other entity, as the case may be, shall, prior to or
contemporaneously with any such reclassification, reorganization, consolidation,
amalgamation, arrangement, merger, sale or conveyance, enter into an indenture which
shall provide, to the extent possible, for the application of the provisions set
forth in this Indenture with respect to the rights and interests thereafter of the
Warrantholders to the end that the provisions set forth in this Indenture shall
thereafter correspondingly be made applicable, as nearly as may reasonably be, with
respect to any shares, other securities or property to which a Warrantholder is
entitled on the exercise of its acquisition rights thereafter. Any indenture
entered into between the Corporation and the Warrant Agent pursuant to the
provisions of this subsection shall be a supplemental indenture entered into
pursuant to the provisions of Article 8 hereof. Any indenture entered into between
the Corporation, any successor to the Corporation or such purchasing body corporate,
partnership, trust or other entity and the Warrant Agent shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided in this section 4.1 and which shall apply to successive
reclassifications, reorganizations, amalgamations, arrangements, consolidations,
mergers, sales or conveyances;






	 	(d)	 	if and whenever at any time from the date hereof and prior to the Time of
Expiry, the Corporation fixes a record date for the making of a distribution to all or
substantially all the holders of its outstanding Common Shares of: (i) shares of any
class other than Common Shares, other than shares distributed to holders of Common
Shares pursuant to their exercise of options to receive dividends in the form of such
 shares in lieu of Dividends Paid in the Ordinary Course on the Common Shares or
(ii) rights, options or warrants (excluding rights exercisable for 45 days or less
where the exercise price per share is not less than 95% of the Current Market Price on
such record date), or (iii) evidences of its indebtedness, or (iv) assets (excluding
Dividends Paid in the Ordinary Course), including shares of other corporations, then,
and in each such case, the Exercise Price shall be adjusted immediately after such
record date so that it shall equal the price determined by multiplying the Exercise
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 multiplied by the Current
Market Price on such record date, less the aggregate fair market value (as determined
by the directors of the Corporation acting reasonably, which determination shall be
conclusive) of such shares, rights, options,
warrants, evidences of indebtedness or assets so distributed, and of which the
denominator shall be that total number of Common Shares outstanding on such record
date multiplied by such Current Market Price; any Common Shares owned by or held for




20









 






	 	 	 	the account of the Corporation or any Subsidiary of the Corporation shall be deemed
not to be outstanding for the purpose of any such computation; such adjustment shall
be made successively whenever such a record date is fixed; to the extent that such
distribution is not so made, the Exercise Price shall then be readjusted to the
Exercise Price which would then be in effect if such record date had not been fixed
or to the Exercise Price which would then be in effect based upon such shares,
rights, options, warrants, evidences of indebtedness or assets actually distributed,
as the case may be;






	 	(e)	 	the adjustments provided for in this Article 4 in the Exercise Price and number
of Common Shares and classes of securities which are to be received on the exercise of
Warrants are cumulative. After any adjustment pursuant to this section, the term
“Common Shares” where used in this Indenture shall be interpreted to mean securities of
any class or classes which, as a result of such adjustment and all prior adjustments
pursuant to this section, the Warrantholder is entitled to receive upon the exercise of
its Warrants, and the number of Common Shares indicated by any exercise made pursuant
to a Warrant shall be interpreted to mean the number of Common Shares or other property
or securities a Warrantholder is entitled to receive, as a result of such adjustment
and all prior adjustments pursuant to this section, upon the full exercise of Warrants;
	 
	 	(f)	 	for the purposes of this section, “Dividends Paid in the Ordinary Course” means
cash dividends declared payable on the Common Shares in any fiscal year of the
Corporation to the extent that such cash dividends do not exceed, in the aggregate, the
greater of: (i) 150% of the aggregate amount of cash dividends declared payable by the
Corporation on the Common Shares in its immediately preceding fiscal year; (ii) 300%
percent of the arithmetic mean of the aggregate amounts of cash dividends declared
payable by the Corporation on the Common Shares in its three immediately preceding
fiscal years; and (iii) 100% percent of the aggregate consolidated net income of the
Corporation, before extraordinary items, for its immediately preceding fiscal year;
	 
	 	(g)	 	in any case which this section 4.1 shall require that an adjustment shall
become effective immediately after a record date for an event referred to herein, the
Corporation may defer, until the occurrence of such event, issuing to the holder of any
Warrant exercised after such event the additional Common Shares issuable upon such
conversion by reason of the adjustment required by such event before giving effect to
such adjustment; provided, however, that the Corporation shall deliver to such holder
an appropriate instrument evidencing such holder’s rights to receive such additional
Common Shares 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 and after the relevant date of exercise or
such later date as such holder would, but for the provisions of this subsection (g),
have become the holder of record of such additional Common Shares;
	 
	 	(h)	 	if the purchase price provided for in any right, warrant or option issued as
described in subsection (b) or (d) is decreased, or the price at which Common Shares
are issued as described in subsection (a) is decreased or the rate of conversion at
which any convertible securities which are issued as described in subsection (a) is
increased, the Exercise Price shall, subject to subsection (g), forthwith be changed so
as to decrease the Exercise Price
to such Exercise Price as would have been obtained had the adjustment made in
connection with the issuance of all such rights, options or securities been made
upon the basis of such purchase price as so decreased or such rate as so increased;




21









 












	 	(i)	 	no adjustment in the Exercise Price or in the number of shares to be issued
pursuant to the exercise of the Warrants shall be required unless such adjustment would
result in a change of at least 1% in the Exercise Price then in effect or unless the
number of shares to be issued would change by at least 1/100th of a share, provided,
however, that any adjustments, which, except for the provisions of this
subsection 4.1(i) would otherwise have been required to be made, shall be carried
forward and taken into account in any subsequent adjustment;
	 
	 	(j)	 	no adjustment in the Exercise Price shall be made in respect of any event
described in subsections 4.1(a)(iii), 4.1(b) or 4.1(c):






	 	(i)	 	if the Warrantholders are entitled to participate in such event
on the same terms mutatis mutandis as if they had exercised their purchase
rights prior to the effective date or record date or such event, subject to the
prior approval of any applicable stock exchange or over the counter market to
such participation if the Common Shares or the Warrants are then listed on such
exchange or market; or
	 
	 	(ii)	 	in respect of any rights to acquire shares which are presently
outstanding;






	 	(k)	 	in determining at any time and from time to time the number of Common Shares
outstanding at any particular time for purposes of this section 4.1, there shall be
included that number of Common Shares which would be outstanding upon conversion of all
convertible securities then outstanding, and upon exercise of all rights, options or
warrants then outstanding to purchase Common Shares, and there shall be excluded any
Common Shares (and Common Shares which would be outstanding upon conversion of
convertible securities) held by or for the account of the Corporation; and
	 
	 	(l)	 	upon the expiry of the period for conversion of convertible securities and the
exercise period for rights, options, warrants (other than rights, options or warrants
in respect of which the Warrantholders are entitled to participate, as contemplated in
subsection (j) to purchase Common Shares or convertible securities, the Exercise Price
shall be adjusted to what it would have been if such unconverted convertible securities
and unexercised rights, options or warrants had not been issued.





4.2 Other Action




               In case the Corporation, after the date hereof, shall take any action affecting the Common
Shares other than actions described in section 4.1, which in the opinion of the directors of the
Corporation, acting reasonably and in good faith, would materially affect the rights of the
Warrantholders, the number of Common Shares which may be acquired upon exercise of the Warrants
shall be adjusted, in such manner and at such time, by action of the directors, as they determine,
acting reasonably, to be equitable in the circumstances provided, however, that if the shares,
securities or property are not “Shares” within the meaning of the Act, such requirement to accept
these shares, securities or property in lieu of the Common Shares shall be subject to approval of
the Warrantholders by extraordinary resolution.




4.3 Entitlement to Shares on Exercise of Warrant




               All shares of any class or other securities which a Warrantholder is at the time in question
entitled to receive on the exercise of its Warrant, whether or not as a result of adjustments made
pursuant to this Article 4, shall, for the purposes of the interpretation of this Indenture, be
deemed to be shares or securities which such Warrantholder is entitled to acquire pursuant to such
Warrant.




22









 








4.4 No Adjustment for Stock Options




          Notwithstanding anything to the contrary in this Article 4, no adjustment shall be made in the
acquisition rights attached to the Warrants if the issue of Common Shares is being made pursuant to
this Indenture or pursuant to any stock option or stock purchase plan of the Corporation in force
from time to time.




4.5 Determination by Corporation’s Auditors




          In the event of any question arising with respect to the adjustments provided for in this
Article 4, such question shall be conclusively determined by the Corporation’s Auditors who shall
have access to all necessary records of the Corporation, and such determination shall be binding
upon the Corporation, the Warrant Agent, all Warrantholders and all other persons interested
therein.




4.6 Proceedings Prior to any Action Requiring Adjustment




          As a condition precedent to the taking of any action which would require an adjustment in any
of the acquisition 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 corporate action
which may, in the opinion of Counsel, be necessary in order that the Corporation has unissued and
reserved in its authorized capital and may validly and legally issue as fully paid and
non-assessable all the shares which the holders of such Warrants are entitled to receive on the
full exercise thereof in accordance with the provisions hereof.




4.7 Certificate of Adjustment




          The Corporation shall from time to time immediately after the occurrence of any event which
requires an adjustment or readjustment as provided in Article 4, deliver a certificate of the
Corporation to the Warrant Agent specifying the nature of the event requiring the same and the
amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based, which certificate shall be
supported by a certificate of the Corporation’s Auditors verifying such calculation.




4.8 Notice of Special Matters




          The Corporation covenants with the Warrant Agent that, so long as any Warrant remains
outstanding, it will give notice to the Warrant Agent and to the Warrantholders of its intention to
fix a record date that is prior to the Expiry Date for any event referred to in subsections (a),
(b) or (d) of section 4.1 (other than subdivision, consolidation or reclassification of its Common
Shares) which may give rise to an adjustment in the Exercise Price. Such notice shall specify the
particulars of such event and the record date for such event, provided that the Corporation shall
only be required to specify in the notice such particulars of the event as shall have been fixed
and determined on the date on which the
notice is given. The notice shall be given in each case not less than 14 days prior to such
applicable record date.




4.9 No Action after Notice




          The Corporation covenants with the Warrant Agent that it will not close its transfer books or
take any other corporate action which might deprive the holder of a Warrant of the opportunity to
exercise its right of acquisition pursuant thereto during the period of 14 days after the giving of
the certificate or notices set forth in sections 4.7 and 4.8.




23









 








4.10 Protection of Warrant Agent




          The Warrant Agent:





	 	(a)	 	shall not at any time be under any duty or responsibility to any Warrantholder
to determine whether any facts exist which may require any adjustment contemplated by
section 4.1 or with respect to the nature or extent of any such adjustment when made,
or with respect to the method employed in making the same;
	 
	 	(b)	 	shall not be accountable with respect to the validity or value (or the kind or
amount) of any Common Shares or of any shares or other securities or property which may
at any time be issued or delivered upon the exercise of the rights attaching to any
Warrant;
	 
	 	(c)	 	shall not be responsible for any failure of the Corporation to issue, transfer
or deliver Common Shares or certificates for the same upon the surrender of any
Warrants for the purpose of the exercise of such rights or to comply with any of the
covenants contained in this Article; and
	 
	 	(d)	 	shall not incur any liability or responsibility whatsoever or be in any way
responsible for the consequences of any breach on the part of the Corporation of any of
the representations, warranties or covenants herein contained or of any acts of the
directors, officers, employees, agents or servants of the Corporation.





ARTICLE 5

RIGHTS OF THE CORPORATION AND COVENANTS



5.1 Optional Purchases by the Corporation




          The Corporation may from time to time purchase, by private contract or otherwise, any of the
Warrants if agreed to by such Warrantholders. Any such purchase shall be made at the lowest price
or prices at which, in the opinion of the directors, such Warrants are then obtainable, plus
reasonable costs of purchase, and may be made in such manner, from such persons and on such other
terms as the Corporation, in its sole discretion, may determine. Any Warrant Certificates
representing the Warrants purchased pursuant to this section shall forthwith be delivered to and
cancelled by the Warrant Agent. No Warrants shall be issued in replacement thereof.




5.2 General Covenants




          The Corporation covenants with the Warrant Agent for the benefit of the Warrant Agent and the
Warrantholders that so long as any Warrants remain outstanding:





	 	(a)	 	it shall reserve and keep available a sufficient number of Common Shares for
the purpose of enabling it to satisfy its obligations to issue Common Shares upon the
exercise of the Warrants;
	 
	 	(b)	 	it shall cause the Common Shares and the certificates representing the Common
Shares acquired pursuant to the exercise of the Warrants to be duly issued and
delivered in accordance with the Warrant Certificates and the terms hereof;
	 
	 	(c)	 	all Common Shares which shall be issued upon exercise of the right to acquire
provided for herein and in the Warrant Certificates shall be issued as fully paid and
non-assessable;




24









 












	 	(d)	 	it shall maintain its corporate existence and carry on and conduct its business
in the same manner as heretofore carried on and conducted;
	 
	 	(e)	 	it shall use its reasonable commercial efforts to ensure that all Common Shares
outstanding or issuable from time to time (including without limitation the Common
Shares issuable on the exercise of the Warrants) are and continue to be listed and
posted for trading on the TSX or such other exchange as may be acceptable to the
Agents, acting reasonably;
	 
	 	(f)	 	it shall make all requisite filings under applicable Canadian securities
legislation and the TSX or such other stock exchange in Canada on which the Common
Shares are listed, including (on a best effort basis) those necessary to remain a
reporting issuer not in default in the Provinces of British Columbia, Alberta, Ontario
and Nova Scotia;
	 
	 	(g)	 	generally, it will well and truly perform and carry out all of the acts or
things to be done by it as provided in this Indenture or as the Warrant Agent may
reasonably require for the better accomplishing and effecting of the intentions and
provisions of this Indenture;
	 
	 	(h)	 	it is duly authorized to create and issue the Warrants and the Warrants, when
issued and authorized as herein provided, will be valid and enforceable obligations of
the Corporation; and
	 
	 	(i)	 	in the event that it shall begin, or cease, to file as a “Foreign Issuer” with
the U.S. Securities Exchange Commission, the Corporation shall deliver to the Warrant
Agent an officer’s certificate (in a form provided by the Warrant Agent) certifying
such “reporting issuer” status and other information as the Warrant Agent may
reasonably require at such time.





5.3 Warrant Agent’s Remuneration and Expenses




               The Corporation covenants that it will pay to the Warrant Agent from time to time reasonable
remuneration for its services hereunder and will pay or reimburse the Warrant Agent upon its
request for all reasonable expenses, disbursements and advances incurred or made by the Warrant
Agent in the administration or execution of the trusts hereby created (including the reasonable
compensation and the disbursements of its Counsel and all other advisers and assistants not
regularly in its employ) both before any default hereunder and thereafter until all duties of the
Warrant Agent hereunder shall be finally and fully performed, except any such expense, disbursement
or advance as may arise out of or result from the Warrant Agent’s fraud, gross negligence or wilful
misconduct. The Warrant Agent shall not have any
recourse against any monies, securities or other property held by it for the benefit of the
Warrantholders pursuant to this Indenture for the payment of its fee.




5.4 Securities Qualification Requirements





	 	(a)	 	If, in the opinion of Counsel, any permission is required to be obtained from,
any governmental authority in Canada or any other step is required under any federal or
provincial law of Canada before any Common Shares which a Warrantholder is entitled to
acquire pursuant to the exercise of any Warrant may properly and legally be issued upon
due exercise thereof and thereafter traded, without further formality or restriction,
the Corporation covenants that it will take such required action, provided that the
Corporation shall not be required to file any prospectus or registration statement in
connection therewith.




25









 






	 	(b)	 	The Corporation or, if required by the Corporation, the Warrant Agent, will
give notice of the issue of Common Shares pursuant to the exercise of Warrants, in such
detail as may be required, to each Securities Commission in which there is legislation
or regulation permitting or requiring the giving of any such notice in order that such
issue of Common Shares so issued will not be subject to the prospectus qualification
requirements of such legislation or regulation.





5.5 Performance of Covenants by Warrant Agent




          If the Corporation shall fail to perform any of its covenants contained in this Warrant
Indenture, the Warrant Agent may notify the Warrantholders of such failure on the part of the
Corporation or may itself perform any of the covenants capable of being performed by it but shall
be under no obligation to perform such covenants or to notify the Warrantholders of such
performance by it. All sums expended or advanced by the Warrant Agent in so doing shall be
repayable as provided in section 5.3. No such performance, expenditure or advance by the Warrant
Agent shall relieve the Corporation of any default hereunder or of its continuing obligations under
the covenants herein contained.




ARTICLE 6

ENFORCEMENT



6.1 Suits by Warrantholders




          All or any of the rights conferred upon any Warrantholder by any of the terms of the Warrant
Certificates or the Indenture or both may be enforced by the Warrantholder by appropriate
proceedings but without prejudice to the right which is hereby conferred upon the Warrant Agent to
proceed in its own name to enforce each and all of the provisions herein contained for the benefit
of the Warrantholders.




6.2 Immunity of Shareholders, etc.




          The Warrant Agent and, by the acceptance of the Warrant Certificates and as part of the
consideration for the issue of the Warrants, the Warrantholders hereby waive and release any right,
cause of action or remedy now or hereafter existing in any jurisdiction against any incorporator or
any past, present or future shareholder, director, officer, employee or agent of the Corporation or
any past, present or future shareholder, director, officer, employee or agent of any successor
corporation on any covenant, agreement, representation or warranty by the Corporation contained
herein or in the Warrant Certificates.




6.3 Limitation of Liability




          The obligations hereunder are not personally binding upon, nor shall resort hereunder be had
to, the private property of any of the past, present or future directors or shareholders of the
Corporation or any successor corporation or any of the past, present or future officers, employees
or agents of the Corporation or any successor corporation, but only the property of the Corporation
or any successor corporation shall be bound in respect hereof.




6.4 Waiver of Default




          Upon the happening of any default hereunder:





	 	(a)	 	the holders of not less than 66 2/3% of the aggregate number of Warrants then
outstanding shall have power (in addition to the powers exercisable by extraordinary
resolution as provided in section 7.10) by requisition in writing to instruct the
Warrant




26









 







	 	 	 	Agent to waive any default hereunder and the Warrant Agent shall thereupon
waive the default upon such terms and conditions as shall be prescribed in such
requisition; or
	 
	 	(b)	 	the Warrant Agent shall have power to waive any default hereunder upon such
terms and conditions as the Warrant Agent may deem advisable, if, in the Warrant
Agent’s opinion, the same shall have been cured or adequate provision made therefor;




provided that no delay or omission of the Warrant Agent or of the Warrantholders to exercise any
right or power accruing upon any default shall impair any such right or power or shall be construed
to be a waiver of any such default or acquiescence therein and provided further that no act or
omission either of the Warrant Agent or of the Warrantholders in the premises shall extend to or be
taken in any manner whatsoever to affect any subsequent default hereunder of the rights resulting
therefrom.




ARTICLE 7

MEETINGS OF WARRANTHOLDERS



7.1 Right to Convene Meetings




          The Warrant Agent may at any time and from time to time, and shall on receipt of a written
request of the Corporation or of a Warrantholders’ Request and upon being indemnified and funded to
its reasonable satisfaction by the Corporation or by the Warrantholders signing such
Warrantholders’ Request against the cost which may be incurred in connection with the calling and
holding of such meeting, convene a meeting of the Warrantholders. In the event of the Warrant
Agent failing to so convene a meeting within seven days after receipt of such written request of
the Corporation or such Warrantholders’ Request, indemnity and funding being given as aforesaid,
the Corporation or such Warrantholders, as the case may be, may convene such meeting. Every such
meeting shall be held in the City of Calgary or at such other place as may be approved or
determined by the Warrant Agent and approved by the Corporation, acting reasonably.




7.2 Notice




          At least twenty-one days prior notice of any meeting of Warrantholders shall be given to the
Warrantholders in the manner provided for in section 10.2 and a copy of such notice shall be sent
by mail to the Warrant Agent (unless the meeting has been called by the Warrant Agent) and to the
Corporation (unless the meeting has been called by the Corporation). Such notice shall state the
time when and the
place where the meeting is to be held, shall state briefly the general nature of the business
to be transacted thereat and shall contain such information as is reasonably necessary to enable
the Warrantholders to make a reasoned decision on the matter, but it shall not be necessary for any
such notice to set out the terms of any resolution to be proposed or any of the provisions of this
Article 7.




7.3 Chairman




          An individual (who need not be a Warrantholder) designated in writing by the Warrant Agent
shall be chairman of the meeting and if no individual is so designated, or if the individual so
designated is not present within 15 minutes from the time fixed for the holding of the meeting, the
Warrantholders present in person or by proxy shall choose an individual present to be chairman.




7.4 Quorum




          Subject to the provisions of section 7.11, at any meeting of the Warrantholders a quorum shall
consist of Warrantholders present in person or by proxy and entitled to purchase at least 10% of
the


27









 








aggregate number of Common Shares which could be acquired pursuant to all the then outstanding
Warrants, provided that at least two persons entitled to vote thereat are personally present. If a
quorum of the Warrantholders shall not be present within 30 minutes from the time fixed for holding
any meeting, the meeting, if summoned by Warrantholders or on a Warrantholders’ Request, shall be
dissolved; but in any other case the meeting shall be adjourned to the same day in the next week
(unless such day is not a Business Day, in which case it shall be adjourned to the next following
Business Day) at the same time and place and no notice of the adjournment need be given. Any
business may be brought before or dealt with at an adjourned meeting which might have been dealt
with at the original meeting in accordance with the notice calling the same. No business shall be
transacted at any meeting unless a quorum be present at the commencement of business. At the
adjourned meeting the Warrantholders present in person or by proxy shall form a quorum and may
transact the business for which the meeting was originally convened, notwithstanding that they may
not be entitled to acquire at least 10% of the aggregate number of Common Shares which may be
acquired pursuant to all then outstanding Warrants.




7.5 Power to Adjourn




          The chairman of any meeting at which a quorum of the Warrantholders is present may, with the
consent of the meeting, adjourn any such meeting, and no notice of such adjournment need be given
except such notice, if any, as the meeting may prescribe.




7.6 Show of Hands




          Every question submitted to a meeting shall be decided in the first place by a majority of the
votes given on a show of hands except that votes on an extraordinary resolution shall be given in
the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein
provided, a declaration by the chairman that a resolution has been carried or carried unanimously
or by a particular majority or lost or not carried by a particular majority shall be conclusive
evidence of the fact.




7.7 Poll and Voting




          On every extraordinary resolution, and on any other question submitted to a meeting and after
a vote by show of hands when demanded by the chairman or by one or more of the Warrantholders
acting in person or by proxy and entitled to acquire in the aggregate at least 5% of the aggregate
number of Common Shares which could be acquired pursuant to all the Warrants then outstanding, a
poll shall be
taken in such manner as the chairman shall direct. Questions other than those required to be
determined by extraordinary resolution shall be decided by a majority of the votes cast on the
poll.




          On a show of hands, every person who is present and entitled to vote, whether as a
Warrantholder or as proxy for one or more absent Warrantholders, or both, shall have one vote. On
a poll, each Warrantholder present in person or represented by a proxy duly appointed by instrument
in writing shall be entitled to one vote in respect of each whole Common Share which he is entitled
to acquire pursuant to the Warrant or Warrants then held or represented by it. A proxy need not be
a Warrantholder. The chairman of any meeting shall be entitled, both on a show of hands and on a
poll, to vote in respect of the Warrants, if any, held or represented by him.




7.8 Regulations




          The Warrant Agent, or the Corporation with the approval of the Warrant Agent, may make and
vary such regulations as it shall think fit for:




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	 	(a)	 	the setting of the record date for a meeting for the purpose of determining
Warrantholders entitled to receive notice of and to vote at the meeting;
	 
	 	(b)	 	the issue of voting certificates by any bank, trust company or other depositary
satisfactory to the Warrant Agent stating that the Warrant Certificates specified
therein have been deposited with it by a named person and will remain on deposit until
after the meeting, which voting certificate shall entitle the persons named therein to
be present and vote at any such meeting and at any adjournment thereof or to appoint a
proxy or proxies to represent them and vote for them at any such meeting and at any
adjournment thereof in the same manner and with the same effect as though the persons
so named in such voting certificates were the actual bearers of the Warrant
Certificates specified therein;
	 
	 	(c)	 	the deposit of voting certificates and instruments appointing proxies at such
place and time as the Warrant Agent, the Corporation or the Warrantholders convening
the meeting, as the case may be, may in the notice convening the meeting direct;
	 
	 	(d)	 	the deposit of voting certificates and instruments appointing proxies at some
approved place or places other than the place at which the meeting is to be held and
enabling particulars of such instruments appointing proxies to be mailed, delivered or
faxed before the meeting to the Corporation or to the Warrant Agent at the place where
the same is to be held and for the voting of proxies so deposited as though the
instruments themselves were produced at the meeting;
	 
	 	(e)	 	the form of the instrument of proxy; and
	 
	 	(f)	 	generally for the calling of meetings of Warrantholders and the conduct of
business thereat.




Any regulations so made shall be binding and effective and the votes given in accordance therewith
shall be valid and shall be counted. Save as such regulations may provide, the only persons who
shall be recognized at any meeting as a Warrantholder, or be entitled to vote or be present at the
meeting in respect thereof (subject to section 7.9) shall be Warrantholders or their counsel, or
proxies of Warrantholders.




7.9 Corporation and Warrant Agent May be Represented




          The Corporation and the Warrant Agent, by their respective directors, officers and employees,
and the Counsel for the Corporation and for the Warrant Agent may attend any meeting of the
Warrantholders, but shall not be entitled to vote thereat, whether in respect of any Warrants held
by them or otherwise.




7.10 Powers Exercisable by Extraordinary Resolution




          In addition to all other powers conferred upon them by any other provisions of this Indenture
or by law, the Warrantholders at a meeting shall, subject to the provisions of section 7.11 have
the power, exercisable from time to time by extraordinary resolution, subject to TSX approval, as
applicable:





	 	(a)	 	to agree to any modification, abrogation, alteration, compromise or arrangement
of the rights of Warrantholders or the Warrant Agent in its capacity as Warrant Agent
hereunder (subject to the Warrant Agent’s prior consent which consent shall not be
unreasonably




29









 







	 	 	 	withheld) or on behalf of the Warrantholders against the Corporation,
whether such rights arise under this Indenture or the Warrant Certificates or
otherwise;
	 
	 	(b)	 	to amend, alter or repeal any extraordinary resolution previously passed or
sanctioned by the Warrantholders;
	 
	 	(c)	 	to direct or to authorize the Warrant Agent to enforce any of the covenants on
the part of the Corporation contained in this Indenture or the Warrant Certificates or
to enforce any of the rights of the Warrantholders in any manner specified in such
extraordinary resolution or to refrain from enforcing any such covenant or right;
	 
	 	(d)	 	to waive, and to direct the Warrant Agent to waive, any default on the part of
the Corporation in complying with any provisions of this Indenture or the Warrant
Certificates either unconditionally or upon any conditions specified in such
extraordinary resolution;
	 
	 	(e)	 	to restrain any Warrantholder from taking or instituting any suit, action or
proceeding against the Corporation for the enforcement of any of the covenants on the
part of the Corporation in this Indenture or the Warrant Certificates or to enforce any
of the rights of the Warrantholders;
	 
	 	(f)	 	to direct any Warrantholder who, as such, has brought any suit, action or
proceeding to stay or to discontinue or otherwise to deal with the same upon payment of
the costs, charges and expenses reasonably and properly incurred by such Warrantholder
in connection therewith;
	 
	 	(g)	 	to assent to any change in or omission from the provisions contained in the
Warrant Certificates and this Indenture or any ancillary or supplemental instrument
which may be agreed to by the Corporation, and to authorize the Warrant Agent to concur
in and execute any ancillary or supplemental indenture embodying the change or
omission;
	 
	 	(h)	 	with the consent of the Corporation, such consent not to be unreasonably
withheld, to remove the Warrant Agent or its successor in office and to appoint a new
Warrant Agent or Warrant Agents to take the place of the Warrant Agent so removed; and
	 
	 	(i)	 	to assent to any compromise or arrangement with any creditor or creditors or
any class or classes of creditors, whether secured or otherwise, and with holders of
any shares or other securities of the Corporation.





7.11 Meaning of Extraordinary Resolution





	 	(a)	 	The expression “extraordinary resolution” when used in this Indenture means,
subject as hereinafter provided in this section and in section 7.14, a resolution
proposed at a meeting of Warrantholders duly convened for that purpose and held in
accordance with the provisions of this Article 7 at which there are present in person
or by proxy Warrantholders entitled to acquire at least 10% of the aggregate number of
Common Shares which may be acquired pursuant to all the then outstanding Warrants and
passed by the affirmative votes of Warrantholders entitled to acquire not less than
66 2/3% of the aggregate number of Common Shares which may be
acquired pursuant to all the then outstanding Warrants represented in person or by
proxy at the meeting and voted on the poll upon such resolution.




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	 	(b)	 	If, at the meeting at which an extraordinary resolution is to be considered,
Warrantholders entitled to acquire at least 10% of the aggregate number of Common
Shares which may be acquired pursuant to all the then outstanding Warrants are not
present in person or by proxy within 30 minutes after the time appointed for the
meeting, then the meeting, if convened by Warrantholders or on a Warrantholders’
Request, shall be dissolved; but in any other case it shall stand adjourned to such
day, being not less than 15 or more than 60 days later, and to such place and time as
may be appointed by the chairman. Not less than ten days’ prior notice shall be given
of the time and place of such adjourned meeting in the manner provided for in
section 10.2. Such notice shall state that at the adjourned meeting the Warrantholders
present in person or by proxy shall form a quorum but it shall not be necessary to set
forth the purposes for which the meeting was originally called or any other
particulars. At the adjourned meeting the Warrantholders present in person or by proxy
shall form a quorum and may transact the business for which the meeting was originally
convened and a resolution proposed at such adjourned meeting and passed by the
requisite vote as provided in section 7.11(a) shall be an extraordinary resolution
within the meaning of this Indenture notwithstanding that Warrantholders entitled to
acquire at least 10% of the aggregate number of Common Shares which may be acquired
pursuant to all the then outstanding Warrants are not present in person or by proxy at
such adjourned meeting.
	 
	 	(c)	 	Votes on an extraordinary resolution shall always be given on a poll and no
demand for a poll on an extraordinary resolution shall be necessary.





7.12 Powers Cumulative




          Any one or more of the powers or any combination of the powers in this Indenture stated to be
exercisable by the Warrantholders by extraordinary resolution or otherwise may be exercised from
time to time and the exercise of any one or more of such powers or any combination of powers from
time to time shall not be deemed to exhaust the right of the Warrantholders to exercise such power
or powers or combination of powers then or thereafter from time to time.




7.13 Minutes




          Minutes of all resolutions and proceedings at every meeting of Warrantholders shall be made
and duly entered in books to be provided from time to time for that purpose by the Warrant Agent at
the expense of the Corporation, and any such minutes as aforesaid, if signed by the chairman or the
secretary of the meeting at which such resolutions were passed or proceedings had shall be prima
facie evidence of the matters therein stated and, until the contrary is proved, every such meeting
in respect of the proceedings of which minutes shall have been made shall be deemed to have been
duly convened and held, and all resolutions passed thereat or proceedings taken shall be deemed to
have been duly passed and taken.




7.14 Instruments in Writing




          All actions which may be taken and all powers that may be exercised by the Warrantholders at a
meeting held as provided in this Article 7 may also be taken and exercised by Warrantholders
entitled to acquire at least 662/3% of the aggregate number of Common Shares
which may be acquired pursuant to all the then outstanding Warrants by an instrument in writing
signed in one or more counterparts by such Warrantholders in person or by attorney duly appointed
in writing, and the expression “extraordinary resolution” when used in this Indenture shall include
an instrument so signed.




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7.15 Binding Effect of Resolutions




          Every resolution and every extraordinary resolution passed in accordance with the provisions
of this Article 7 at a meeting of Warrantholders shall be binding upon all the Warrantholders,
whether present at or absent from such meeting, and every instrument in writing signed by
Warrantholders in accordance with section 7.14 shall be binding upon all the Warrantholders,
whether signatories thereto or not, and each and every Warrantholder and the Warrant Agent (subject
to the provisions for indemnity herein contained) shall be bound to give effect accordingly to
every such resolution and instrument in writing.




7.16 Holdings by Corporation Disregarded




          In determining whether Warrantholders holding Warrant Certificates evidencing the entitlement
to acquire the required number of Common Shares are present at a meeting of Warrantholders for the
purpose of determining a quorum or have concurred in any consent, waiver, extraordinary resolution,
Warrantholders’ Request or other action under this Indenture, Warrants owned legally or
beneficially by the Corporation or any Subsidiary of the Corporation shall be disregarded in
accordance with the provisions of section 10.9.




ARTICLE 8

SUPPLEMENTAL INDENTURES



8.1 Provision for Supplemental Indentures for Certain Purposes




          From time to time the Corporation (when authorized by action of the directors) and the Warrant
Agent may, subject to the provisions hereof, and they shall, when so directed in accordance with
the provisions hereof, execute and deliver by their proper officers, indentures or instruments
supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the
following purposes:





	 	(a)	 	setting forth any adjustments resulting from the application of the provisions
of Article 4;
	 
	 	(b)	 	adding to the provisions hereof such additional covenants and enforcement
provisions as, in the opinion of Counsel, are necessary or advisable in the premises,
provided that the same are not in the opinion of the Warrant Agent, based upon the
opinion of Counsel, prejudicial to the interests of the Warrantholders;
	 
	 	(c)	 	giving effect to any extraordinary resolution passed as provided in Article 7;
	 
	 	(d)	 	making such provisions not inconsistent with this Indenture as may be necessary
or desirable with respect to matters or questions arising hereunder or for the purpose
of obtaining a listing or quotation of the Warrants on any stock exchange, provided
that such provisions are not, in the opinion of the Warrant Agent, based upon the
opinion of Counsel, prejudicial to the interests of the Warrantholders;
	 
	 	(e)	 	adding to or altering the provisions hereof in respect of the transfer of
Warrants, making provision for the exchange of Warrant Certificates, and making any
modification in the form of the Warrant Certificates which does not affect the
substance thereof;
	 
	 	(f)	 	modifying any of the provisions of this Indenture, including relieving the
Corporation from any of the obligations, conditions or restrictions herein contained,
provided that such modification or relief shall be or become operative or effective
only if, in the






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	 		 	opinion of the Warrant Agent, based upon the opinion of Counsel, such modification
or relief in no way prejudices any of the rights of the Warrantholders or of the
Warrant Agent, and provided further that the Warrant Agent may in its sole
discretion decline to enter into any such supplemental indenture which in its
opinion may not afford adequate protection to the Warrant Agent when the same shall
become operative; and
	 
	 	(g)	 	for any other purpose not inconsistent with the terms of this Indenture,
including the correction or rectification of any ambiguities, defective or inconsistent
provisions, errors, mistakes or omissions herein, provided that in the opinion of the
Warrant Agent, based upon the opinion of Counsel, the rights of the Warrant Agent and
of the Warrantholders are in no way prejudiced thereby.






	8.2	 	Successor Corporations





          In the case of the consolidation, arrangement, amalgamation, merger, business combination or
transfer of all or substantially all of the undertaking or assets of the Corporation to another
corporation (“Successor Corporation”), the Successor Corporation resulting from such consolidation,
arrangement, amalgamation, merger, business combination or transfer (if not the Corporation) shall
expressly assume, by supplemental indenture satisfactory in form to the Warrant Agent and executed
and delivered to the Warrant Agent, the due and punctual performance and observance of each and
every covenant and condition of this Indenture to be performed and observed by the Corporation.




ARTICLE 9

CONCERNING THE WARRANT AGENT





	9.1	 	Trust Indenture Legislation






	 	(a)	 	If and to the extent that any provision of this Indenture limits, qualifies or
conflicts with a mandatory requirement of Applicable Legislation, such mandatory
requirement shall prevail.
	 
	 	(b)	 	The Corporation and the Warrant Agent agree that each will, at all times in
relation to this Indenture and any action to be taken hereunder, observe and comply
with and be entitled to the benefits of Applicable Legislation.






	9.2	 	Rights and Duties of Warrant Agent






	 	(a)	 	In the exercise of the rights and duties prescribed or conferred by the terms
of this Indenture, the Warrant Agent shall exercise that degree of care, diligence and
skill that a reasonably prudent Warrant Agent would exercise in comparable
circumstances. No provision of this Indenture shall be construed to relieve the
Warrant Agent from liability for its own fraud, gross negligent action or its own
willful misconduct.
	 
	 	(b)	 	The obligation of the Warrant Agent to commence or continue any act, action or
proceeding for the purpose of enforcing any rights of the Warrant Agent or the
Warrantholders hereunder shall be conditional upon the Warrantholders furnishing, when
required by notice by the Warrant Agent, sufficient funds to commence or to continue
such act, action or proceeding and an indemnity reasonably satisfactory to the Warrant
Agent to protect and to hold harmless the Warrant Agent against the costs, charges and
expenses and liabilities to be incurred thereby and any loss and damage it may suffer
by reason thereof. None of the provisions contained in this Indenture shall require
the




33









 






	 	 	 	Warrant Agent to expend or to risk its own funds or otherwise to incur financial
liability in the performance of any of its duties or in the exercise of any of its
rights or powers unless indemnified and funded as aforesaid.
	 
	 	(c)	 	The Warrant Agent may, before commencing or at any time during the continuance
of any such act, action or proceeding, require the Warrantholders, at whose instance it
is acting, to deposit with the Warrant Agent the Warrant Certificates held by them, for
which Warrant Certificates the Warrant Agent shall issue receipts.
	 
	 	(d)	 	Every provision of this Indenture that by its terms relieves the Warrant Agent
of liability or entitles it to rely upon any evidence submitted to it, is subject to
the provisions of Applicable Legislation, this section 9.2 and of section 9.3.
	 
	 	(e)	 	The Warrant Agent shall not be bound to give any notice or do or take any act,
action or proceeding by virtue of the powers conferred on it hereby unless and until it
shall have been required to do so under the terms hereof; nor shall the Warrant Agent
be required to take notice of any default hereunder, unless and until notified in
writing of such default, which notice shall distinctly specify the default desired to
be brought to the attention of the Warrant Agent and in the absence of any such notice
the Warrant Agent may for all purposes of this Indenture conclusively assume that no
defaults have been made in the observance or performance of any of the representations,
warranties, covenants, agreements or conditions contained herein. Any such notice
shall in no way limit any discretion herein given the Warrant Agent to determine
whether or not the Warrant Agent shall take action with respect in any default.






	9.3	 	Evidence, Experts and Advisers






	 	(a)	 	In addition to the reports, certificates, opinions and other evidence required
by this Indenture, the Corporation shall furnish to the Warrant Agent such additional
evidence of compliance with any provision hereof, and in such form, as may be
prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by
written notice to the Corporation.
	 
	 	(b)	 	In the exercise of its rights and duties hereunder, the Warrant Agent may, if
it is acting in good faith, act and rely as to the truth of the statements and the
accuracy of the opinions expressed in statutory declarations, opinions, reports,
written requests, consents, or orders of the Corporation, certificates of the
Corporation or other evidence furnished to the Warrant Agent pursuant to any provision
hereof or of Applicable Legislation or pursuant to a request of the Warrant Agent,
provided that such evidence complies with Applicable Legislation and that the Warrant
Agent complies with Applicable Legislation and that the Warrant Agent examines such
evidence and determines that such evidence complies with the applicable requirements of
this Indenture.
	 
	 	(c)	 	Whenever it is provided in this Indenture or under Applicable Legislation that
the Corporation shall deposit with the Warrant Agent resolutions, certificates,
reports, opinions, requests, orders or other documents, it is intended that the trust,
accuracy and good faith on the effective date thereof and the facts and opinions stated
in all such documents so deposited shall, in each and every such case, be conditions
precedent to the right of the Corporation to have the Warrant Agent take the action to
be based thereon.




34









 






	 	(d)	 	Proof of the execution of an instrument in writing, including a Warrantholders’
Request, by any Warrantholder may be made by the certificate of a notary public, or
other officer with similar powers, that the person signing such instrument acknowledged
to him the execution thereof, or by an affidavit of a witness to such execution or in
any other manner which the Warrant Agent may consider adequate.
	 
	 	(e)	 	The Warrant Agent may employ or retain such Counsel, accountants, appraisers or
other experts or advisers as it may reasonably require for the purpose of determining
and discharging its duties and administering the trusts hereunder and may pay
reasonable remuneration for all services so performed by any of them, and shall not be
responsible for any misconduct or negligence on the part of any such experts or
advisers who have been appointed with due care by the Warrant Agent. Any remuneration
so paid by the Warrant Agent shall be repaid to the Warrant Agent by the Corporation in
accordance with section 5.3.
	 
	 	(f)	 	The Warrant Agent may act and rely and shall be protected in acting and relying
in good faith on the opinion or advice of or information obtained from any counsel,
accountant, appraiser, engineer or other expert or advisor, whether retained or
employed by the Corporation or by the Warrant Agent, in relation to any matter arising
in the administration of the trusts hereof.






	9.4	 	Documents, Monies, etc. Held by Warrant Agent





          Any securities, documents of title or other instruments that may at any time be held by the
Warrant Agent subject to the trusts hereof may be placed in the deposit vaults of the Warrant Agent
or of any Canadian chartered bank or deposited for safekeeping with any such bank. The Warrant
Agent may retain any cash balance held in connection with this Warrant Indenture and may, but need
not, hold the same in its deposit department or the deposit department of one of its Affiliates;
but the Warrant Agent and its Affiliates shall not be liable to account for any profit to the
Corporation or any other person or entity other than at a rate, if any, established from time to
time by the Warrant Agent or its Affiliates. For the purpose of this Section, “Affiliate” means
affiliated companies within the meaning of the Business Corporations Act (British Columbia).
Unless herein otherwise expressly provided, any money held by the Warrant Agent under any provision
of this Warrant Indenture shall be held in a segregated trust account earning the Warrant Agent’s
prevailing interest rate on similar deposits prescribed by the Warrant Agent, which interest or
other income shall belong to the Corporation.





	9.5	 	Actions by Warrant Agent to Protect Interest





          The Warrant Agent shall have power to institute and to maintain such actions and proceedings
as it may consider necessary or expedient to preserve, protect or enforce its interests and the
interests of the Warrantholders.





	9.6	 	Warrant Agent Not Required to Give Security





          The Warrant Agent shall not be required to give any bond or security in respect of the
execution of the trusts and powers of this Indenture or otherwise in respect of the premises.





	9.7	 	Protection of Warrant Agent





          By way of supplement to the provisions of any law for the time being relating to Warrant
Agents it is expressly declared and agreed as follows:







35









 









	 	(a)	 	the Warrant Agent shall not be liable for or by reason of any statements of
fact or recitals in this Indenture or in the Warrant Certificates (except the
representations contained in section 9.9 and in the certificate of the Warrant Agent on
the Warrant Certificates) or be required to verify the same, but all such statements or
recitals are and shall be deemed to be made by the Corporation;
	 
	 	(b)	 	nothing herein contained shall impose any obligation on the Warrant Agent to
see to or to require evidence of the registration or filing (or renewal thereof) of
this Indenture or any instrument ancillary or supplemental hereto;
	 
	 	(c)	 	the Warrant Agent shall not be bound to give notice to any person or persons of
the execution hereof; and
	 
	 	(d)	 	the Warrant Agent shall not have any liability or responsibility whatever or be
in any way responsible for the consequence of any breach on the part of the Corporation
of any of the covenants herein contained or of any acts of any directors, officers,
employees, agents or servants of the Corporation.




 			
	 9.8  	 	 Replacement of Warrant Agent; Successor by Merger  






	 	(a)	 	The Warrant Agent may resign its trust and be discharged from all further
duties and liabilities hereunder, subject to this section, by giving to the Corporation
not less than 60 days’ prior notice in writing or such shorter prior notice as the
Corporation may accept as sufficient. The Warrantholders by extraordinary resolution
shall have power at any time to remove the existing Warrant Agent and to appoint a new
Warrant Agent. In the event of the Warrant Agent resigning or being removed as
aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise
becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new
Warrant Agent unless a new Warrant Agent has already been appointed by the
Warrantholders; failing such appointment by the Corporation, the retiring Warrant Agent
or any Warrantholder may apply to a justice of the Court of Queen’s Bench of the
Province of Alberta on such notice as such justice may direct, for the appointment of a
new Warrant Agent; but any new Warrant Agent so appointed by the Corporation or by the
Court shall be subject to removal as aforesaid by the Warrantholders. Any new Warrant
Agent appointed under any provision of this section shall be a corporation authorized
to carry on the business of a trust company in the Province of Alberta and, if required
by the Applicable Legislation for any other provinces, in such other provinces. On any
such appointment the new Warrant Agent shall be vested with the same powers, rights,
duties and responsibilities as if it had been originally named herein as Warrant Agent
hereunder.
	 
	 	(b)	 	Upon the appointment of a successor Warrant Agent, the Corporation shall
promptly notify the Warrantholders thereof in the manner provided for in section 10.2
hereof.
	 
	 	(c)	 	Any corporation into or with which the Warrant Agent may be merged or
consolidated or amalgamated, or any corporation resulting therefrom to which the
Warrant Agent shall be a party, or any corporation succeeding to the trust business of
the Warrant Agent shall be the successor to the Warrant Agent hereunder without any
further act on its part or any of the parties hereto, provided that such corporation
would be eligible for appointment as a successor Warrant Agent under section 9.8(a).




36









 






	 	(d)	 	Any Warrant Certificates certified but not delivered by a predecessor Warrant
Agent may be certified by the successor Warrant Agent in the name of the predecessor or
successor Warrant Agent.






	9.9	 	Conflict of Interest






	 	(a)	 	The Warrant Agent represents to the Corporation that at the time of execution
and delivery hereof no material conflict of interest exists between its role as a
Warrant Agent hereunder and its role in any other capacity and agrees that in the event
of a material conflict of interest arising hereafter it will, within 90 days after
ascertaining that it has such material conflict of interest, either eliminate the same
or assign its trust hereunder to a successor Warrant Agent approved by the Corporation
and meeting the requirements set forth in section 9.8(a) Notwithstanding the foregoing
provisions of this section 9.9(a), if any such material conflict of interest exists or
hereafter shall exist, the validity and enforceability of this Indenture and the
Warrant Certificate shall not be affected in any manner whatsoever by reason thereof.
	 
	 	(b)	 	Subject to section 9.9(a), the Warrant Agent, in its personal or any other
capacity, may buy, lend upon and deal in securities of the Corporation and generally
may contract and enter into financial transactions with the Corporation or any
Subsidiary of the Corporation without being liable to account for any profit made
thereby.






	9.10	 	Indemnity of Warrant Agent





          Without limiting any protection or indemnity of the Warrant Agent under any other provision
hereof, or otherwise at law, the Corporation hereby agrees to indemnify and hold harmless the
Warrant Agent from and against any and all liabilities, losses, damages, penalties, claims,
actions, suits, costs, expenses and disbursements, including legal or advisor fees and
disbursements, of whatever kind and nature which may at any time be imposed on, incurred by or
asserted against the Warrant Agent in connection with the performance of its duties and obligations
hereunder, other than such liabilities, losses, damages, penalties, claims, actions, suits, costs,
expenses and disbursements arising by reason of the gross negligence or wilful misconduct of the
Warrant Agent. This provision shall survive the resignation or removal of the Warrant Agent, or
the termination of this Indenture.





	9.11	 	Acceptance of Trust





          This Indenture is entered into with the Warrant Agent for the benefit of, and the Warrant
Agent declares that it holds this Indenture and all rights, interests and benefits of this
Indenture for, such persons, firms and corporations, and each of them, who are from time to time
Warrantholders. The Warrant Agent hereby accepts the trusts in this Indenture declared and
provided for and agrees to perform the same upon the terms and conditions herein set forth.





	9.12	 	Warrant Agent Not to be Appointed Receiver





          The Warrant Agent and any person related to the Warrant Agent shall not be appointed a
receiver, a receiver and manager or liquidator of all or any part of the assets or undertaking of
the Corporation.





	9.13	 	Anti-Money Laundering






	 	(a)	 	The Corporation hereby represents to the Warrant Agent that any account to be
opened by, or interest to be held by, the Warrant Agent in connection with this
Indenture, for or




37









 






	 	 	 	to the credit of the Corporation is not intended to be used by or on behalf of any
third party.
	 
	 	(b)	 	The Warrant Agent shall retain the right not to act and shall not be liable for
refusing to act, if, due to a lack of information or for any other reason whatsoever,
the Warrant Agent, in its sole judgment, determines that such act might cause it to be
in non-compliance with any applicable anti-money laundering or anti-terrorist
legislation, regulation or guideline. Further, should the Warrant Agent, in its sole
judgment, determine at any time that its acting under this Indenture has resulted in it
being in non-compliance with any applicable anti-money laundering or antiterrorist
legislation, regulation, or guideline, then it shall have to right to resign on ten
(10) days’ written notice to the Corporation, or any shorter period of time as agreed
to by the Corporation, notwithstanding the provisions of subsection 9.8(a) of this
Indenture, provided (i) that the Warrant Agent’s written notice shall describe the
circumstances of such non-compliance; and (ii) that if such circumstances are rectified
to the Warrant Agent’s satisfaction within such ten (10) day period, then such
resignation shall not be effective.






	9.14	 	Privacy





          The Corporation acknowledges that federal and/or provincial legislation that addresses the
protection of individuals’ personal information (collectively, the “Privacy Laws”) may apply to
obligations and activities under this Indenture. Despite any other provision of this Indenture,
neither party shall take or direct any action that would contravene, or cause the other to
contravene, applicable Privacy Laws. The Corporation shall, prior to transferring or causing to be
transferred personal information to the Warrant Agent, obtain and retain required consents of the
relevant individuals to the collection, use and disclosure of their personal information, or shall
have determined that such consents either have previously been given upon which parties can rely or
are not required under the Privacy Laws. The Warrant Agent shall use commercially reasonable
efforts to ensure that its services hereunder comply with Privacy Laws. Specifically, the Warrant
Agent agrees: (a) to have a designated chief privacy officer; (b) to maintain policies and
procedures to protect personal information and to receive and respond to any privacy complaint or
inquiry; (c) to use personal information solely for the purposes of providing its services under or
ancillary to this Indenture and not to use it for any other purpose except with the consent of or
direction from the Corporation or the individual involved; (d) not to sell or otherwise improperly
disclose personal information to any third party; and (e) to employ administrative, physical and
technological safeguards to reasonably secure and protect personal information against loss, theft,
or unauthorized access, use or modification.




ARTICLE 10

GENERAL





	10.1	 	Notice to the Corporation and the Warrant Agent






	 	(a)	 	Unless herein otherwise expressly provided, any notice to be given hereunder to
the Corporation or the Warrant Agent shall be deemed to be validly given if delivered
or if sent by registered mail, postage prepaid or facsimile.




38









 










If to the Corporation:



NIMIN CAPITAL CORP.

1135 Eugenia Place, Suite C,

Carpenteria, California, 93013



Attention: President



Telephone No: (805) 566-2900

Fax No: (805) 566 2917



If to the Warrant Agent:



COMPUTERSHARE TRUST COMPANY OF CANADA

510 Burrard Street, 3rd Floor

Vancouver, British Columbia V6C 3B9



Attention: Corporate Trust Department

Fax No.: (604) 661-9403



and any such notice delivered in accordance with the foregoing shall be deemed to have been
received on the date of delivery or, if mailed, on the fifth Business Day following the date of the
postmark on such notice or, if sent by telecopy, on the next Business Day following the date of
transmission, provided that its contents are transmitted and received completely and accurately.





	 	(b)	 	The Corporation or the Warrant Agent, as the case may be, may notify the other
in the manner provided in section 10.1(a) of a change of address which, from the
effective date of such notice and until changed by like notice, shall be the address of
the Corporation or the Warrant Agent, as the case may be, for all purposes of this
Indenture.
	 
	 	(c)	 	If, by reason of a strike, lockout or other work stoppage, actual or
threatened, involving postal employees, any notice to be given to the Warrant Agent or
to the Corporation hereunder could reasonably be considered unlikely to reach its
destination, such notice shall be valid and effective only if it is delivered to the
named officer of the party to which it is addressed or, if it is delivered to such
party at the appropriate address provided in section 10.1(a), by facsimile or other
means of prepaid, transmitted and recorded communication.






	10.2	 	Notice to Warrantholders






	 	(a)	 	Except as otherwise provided herein, any notice to the Warrantholders under the
provisions of this Indenture shall be valid and effective if delivered, in person or by
courier, sent by fax, by registered mail or by ordinary post addressed to such holders
at their post office addresses appearing on the register hereinbefore mentioned 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.
	 
	 	(b)	 	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 personally to such Warrantholders
or if delivered to the




39









 






	 	 	 	address for such Warrantholders contained in the register of Warrants maintained by
the Warrant Agent, by personal delivery, courier, fax, telecopy or other means of
prepaid transmitted and recorded communication.






	10.3	 	Ownership and Transfer of Warrants





          The Corporation and the Warrant Agent may deem and treat the registered owner of any Warrants
as the absolute owner thereof for all purposes and the Corporation and the Warrant Agent shall not
be affected by any notice or knowledge to the contrary except where the Corporation or the Warrant
Agent is required to take notice by statute or by order of a court of competent jurisdiction. A
Warrantholder shall be entitled to the rights evidenced by its Warrant Certificate free from all
equities or rights of set off or counterclaim between the Corporation and the original or any
intermediate holder of the Warrants and all persons may act accordingly and the receipt of any such
Warrantholder for the Common Shares which may be acquired pursuant thereto shall be a good
discharge to the Corporation and the Warrant Agent for the same and neither the Corporation nor the
Warrant Agent shall be bound to inquire into the title of any such holder except where the
Corporation or the Warrant Agent is required to take notice by statute or by order of a court of
competent jurisdiction.





	10.4	 	Evidence of Ownership






	 	(a)	 	Upon receipt of a certificate of any bank, trust company or other depositary
satisfactory to the Warrant Agent stating that the Warrants specified therein have been
deposited by a named person with such bank, trust company or other depositary and will
remain so deposited until the expiry of the period specified therein, the Corporation
and the Warrant Agent may treat the person so named as the owner, and such certificate
as sufficient evidence of the ownership by such person of such Warrant during such
period, for the purpose of any requisition, direction, consent, instrument or other
document to be made, signed or given by the holder of the Warrant so deposited.
	 
	 	(b)	 	The Corporation and the Warrant Agent may accept as sufficient evidence of the
fact and date of the signing of any requisition, direction, consent, instrument or
other document by any person: (i) the signature of any officer of any bank, trust
company, or other depositary satisfactory to the Warrant Agent as witness of such
execution, (ii) the certificate of any notary public or other officer authorized to
take acknowledgments of deeds to be recorded at the place where such certificate is
made that the person signing acknowledged to him the execution thereof, or (iii) a
satisfactory declaration of a witness of such execution.






	10.5	 	Counterparts





          This Indenture may be executed in several counterparts, each of which when so executed shall
be deemed to be an original and such counterparts together shall constitute one and the same
instrument and notwithstanding their date of execution they shall be deemed to be dated as of the
date hereof.





	10.6	 	Satisfaction and Discharge of Indenture





          Upon the earlier of:





	 	(a)	 	the date by which there shall have been delivered to the Warrant Agent for
exercise or destruction all Warrant Certificates theretofore certified hereunder; or




40









 






	 	(b)	 	the Time of Expiry;




and if all certificates representing Common Shares required to be issued in compliance with the
provisions hereof have been issued and delivered hereunder and if all payments required to be made
pursuant to Article 3 have been made in accordance therewith, this Indenture shall cease to be of
further effect and the Warrant Agent, on demand of and at the cost and expense of the Corporation
and upon delivery to the Warrant Agent of a certificate of the Corporation stating that all
conditions precedent to the satisfaction and discharge of this Indenture have been complied with,
shall execute proper instruments acknowledging satisfaction of and discharging this Indenture.
Notwithstanding the foregoing, the indemnities provided to the Warrant Agent by the Corporation
hereunder shall remain in full force and effect and survive the termination of this Indenture.





	10.7	 	Successors





          All the covenants and provisions of this Indenture by or for the benefit of the Corporation or
the Warrant Agent shall bind and enure to the benefit of their respective successors and assigns
hereunder.





	10.8	 	Sole Benefit of Parties and Warrantholders





          Nothing in this Indenture or in the Warrant Certificates, expressed or implied, shall give or
be construed to give to any person other than the parties hereto and the Warrantholders, as the
case may be, any legal or equitable right, remedy or claim under this Indenture, or under any
covenant or provision herein or therein contained, all such covenants and provisions being for the
sole benefit of the parties hereto and the Warrantholders.





	10.9	 	Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be
Provided





          For the purpose of disregarding any Warrants owned legally or beneficially by the Corporation
or any Subsidiary of the Corporation in section 7.16, the Corporation shall provide to the Warrant
Agent, from time to time, a certificate of the Corporation setting forth as at the date of such
certificate:





	 	(a)	 	the names (other than the name of the Corporation) of the registered holders of
Warrants which, to the knowledge of the Corporation, are owned by or held for the
account of the Corporation or any Subsidiary of the Corporation; and
	 
	 	(b)	 	the number of Warrants owned legally or beneficially by the Corporation or any
Subsidiary of the Corporation;




and the Warrant Agent, in making the computations in section 7.16, shall be entitled to act and
rely on such certificate without any additional evidence.





	10.10	 	Stock Exchange Consents





          Any action provided in this Indenture requiring the prior consent of any stock exchange upon
which the Common Shares or Warrants may be listed shall not be completed until the requisite
consent is obtained.







41









 








          IN WITNESS WHEREOF the parties hereto have executed this Indenture under their respective
corporate seals and the hands of their proper officers in that behalf.




	 	 	 	 	 
	 	



NIMIN CAPITAL CORP.

 	 
	 	Per:  	“K. Peter Miller”
 	 
	 
	 	Per:  	“Narinder Nagra”
 	 
	 
	 	COMPUTERSHARE TRUST COMPANY OF CANADA

 	 
	 	Per:  	“Karl Burgess”
 	 
	 
	 	Per:  	“Gabriel Ducharme”
 	 
	 	 	 	 
	 	 	 	 



42









 








THIS IS SCHEDULE “A” to the Warrant Indenture made as of August 28,
2009 between NiMin Capital Corp. and Computershare Trust Company of
Canada, as Warrant Agent.



THE WARRANTS REPRESENTED BY THIS

CERTIFICATE WILL BE VOID AND OF NO VALUE UNLESS

EXERCISED ON OR BEFORE 5:00 P.M. (CALGARY TIME)

ON •,•


[THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS
OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF
NIMIN ENERGY CORP. THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY (A) TO NIMIN ENERGY CORP., (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF
REGULATION S (“REGULATION S”) UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE
CANADIAN LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A
UNDER THE U.S. SECURITIES ACT TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT, A “QIB”) THAT IS
PURCHASING FOR ITS OWN ACCOUNT OF FOR THE ACCOUNT OF ONE OR MORE OR QIBs AND TO WHOM NOTICE IS
GIVEN THAT THE OFFER, SALE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) THE EXEMPTION
FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND
IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) ANOTHER TRANSACTION THAT DOES NOT
REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS,
PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION FROM U.S.
COUNSEL REASONABLY SATISFACTORY TO NIMIN ENERGY CORP. MUST FIRST BE PROVIDED.




IF NIMIN ENERGY CORP. IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF
TRANSFER, A NEW CERTIFICATE, BEARING NO LEGEND, MAY BE OBTAINED FROM THE REGISTRAR AND TRANSFER
AGENT FOR THE SECURITIES UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A
FORM SATISFACTORY TO THE REGISTRAR AND TRANSFER AGENT FOR THE SECURITIES AND NIMIN ENERGY CORP., TO
THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE
904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.]



[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND
DEPOSITORY SERVICES INC. (“CDS”) TO NIMIN ENERGY CORP. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN
THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS
(AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF CDS & CO.), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER






A-1









 








HEREOF, CDS, HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND
IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER, OR DEAL WITH THIS
CERTIFICATE. THIS CERTIFICATE IS ISSUED PURSUANT TO A BOOK-ENTRY ONLY SECURITIES SERVICES AGREEMENT
BETWEEN THE ISSUER AND CDS, AS SUCH AGREEMENT MAY BE REPLACED OR AMENDED FROM TIME TO TIME.]




WARRANT CERTIFICATE




NIMIN ENERGY CORP.




(Incorporated under the Business Corporation Act ( Alberta))




	 	 	 

	WARRANT
CERTIFICATE NO.•

	 	• WARRANTS entitling the holder to acquire, subject to
adjustment, one Common Share for each whole Warrant
represented hereby






CUSIP: •



THIS IS TO CERTIFY THAT


•

(hereinafter referred to as the “holder”) is the registered holder of the number of Warrants stated
above and is entitled to acquire in the manner and subject to the restrictions and adjustments set
forth herein, at any time and from time to time until 5:00 p.m. (Calgary time) (the “Expiry Time”)
on the Expiry Date (as defined herein), in accordance with the provisions of the Indenture (as
defined herein), for each whole Warrant, one fully paid and non-assessable common share (“Common
Share”) without nominal or par value of NIMIN ENERGY CORP. (the “Corporation”), as such shares were
constituted on August 28, 2009, at an exercise price of $1.55 per share subject to adjustment in
accordance with the provisions of Article 4 of the Indenture (as herein defined), in which case it
shall mean the adjusted price in effect at such time. Notwithstanding the foregoing, in the event
that the Common Shares trade at a closing market price on the Toronto Stock Exchange, or any other
recognized stock exchange, of greater than $2.10 per share for a period of twenty (20) consecutive
trading days at any time, the Corporation may accelerate the Expiry Date with respect to the
Warrants by giving notice to the holder and in such case the Warrants will expire on the thirtieth
(30) day after the date on which such notice is given by the Corporation.



“Expiry Date” shall mean •, •.



The right to acquire Common Shares may only be exercised by the holder within the time set forth
above by:





	 	(a)	 	duly completing and executing the Exercise Form attached hereto; and
	 
	 	(b)	 	surrendering this Warrant Certificate to Computershare Trust Company of Canada
(the “Warrant Agent”) together with a certified cheque, money order or bank draft in
lawful money of Canada payable to or to the order of the Corporation at par at the
principal office of the Warrant Agent in the City of Calgary for the aggregate Exercise
Price for the Common Shares subscribed for.




These Warrants shall be deemed to be surrendered only upon personal delivery hereof or, if sent by
mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at one of the
offices referred to above.







A-2









 







Upon surrender of these Warrants, the person or persons in whose name or names the Common Shares
issuable upon exercise of the Warrants are to be issued shall be deemed far all purposes (except as
provided in the Indenture hereinafter referred to) to be the holder or holders of record of such
Common Shares and the Corporation has covenanted that it will (subject to the provisions of the
Indenture) cause a certificate or certificates representing such Common Shares to be delivered or
mailed to the person or persons at the address or addresses specified in the Exercise Form within
seven Business Days of the receipt of this Warrant Certificate, the Exercise Price, and the
Exercise Form duly completed.



The holder of these Warrants may exercise his right to acquire a number of Common Shares less than
the aggregate number which the holder is entitled to acquire pursuant to the surrendered Warrant
Certificate(s). In the event of any exercise of a number of Warrants less than the number which
the holder is entitled to exercise, the holder of the Warrants upon such exercise shall, in
addition, be entitled to receive, without charge therefor, a new Warrant Certificate(s) in respect
of the balance of the Warrants represented by the surrendered Warrant Certificate(s) and which were
not then exercised. The Corporation shall not be required, upon the exercise of any Warrants, to
issue fractions of Common Shares or to distribute certificates which evidence fractional Common
Shares.



Neither the Warrants nor the Common Shares issuable upon the exercise hereof have been registered
in under the United States Securities Act of 1933 and these Warrants may not be exercised within
the United States by or on behalf of any U.S. Person or person in the United States, nor will
certificates representing Common Shares or Warrants be delivered in the United States, except in
accordance with the terms and conditions set forth in the Indenture.




The Warrants represented by this certificate are issued under and pursuant to a Warrant Indenture
(hereinafter referred to as the “Indenture”) made as of August 28, 2009 between the Corporation and
the Warrant Agent. Reference is made to the Indenture and any instruments supplemental thereto for
a full description of the rights of the holders of the Warrants and the terms and conditions upon
which the Warrants are, or are to be, issued and held, with the same effect as if the provisions of
the Indenture and all Instruments supplemental thereto were herein set forth. By acceptance
hereof, the holder assents to all provisions of the Indenture. In the event of a conflict between
the provisions of this Warrant Certificate and the Indenture, the provisions of the Indenture shall
govern. Capitalized terms used in the Indenture have the same meaning herein as therein, unless
otherwise defined.



The Indenture provides that on subdivision or consolidation of the Common Shares, the number of
Common Shares issuable on the exercise of the Warrants and the Exercise Price thereof will be
adjusted proportionately, and that in the event of any reclassification or change of the Common
Shares or consolidation, amalgamation or merger of the Corporation or any transfer of its
undertaking or assets as an entirety or substantially as an entirety, a holder shall be entitled to
receive the kind and amount of shares and other securities or property which he would have been
entitled to receive as a result of such event if on the effective date thereof, he had been the
registered owner of the number of Common Shares to which he was theretofore entitled upon exercise.
The Indenture also provides for an adjustment of the Exercise Price and the number of Common
Shares issuable on the exercise of the Warrants in certain instances where there is a stock
dividend or rights offering of Common Shares or other participating shares or other specified
distribution to the holders of Common Shares.



The holder of this Warrant Certificate may, at any time prior to the Expiry Time, upon surrender
hereof to the Warrant Agent at its principal office in the City of Calgary, exchange this Warrant
Certificate for other Warrant Certificates entitling the holder to acquire, in the aggregate, the
same number of Common Shares as may be acquired under this Warrant Certificate.







A-3









 







The holding of the Warrants evidenced by this Warrant Certificate shall not constitute the holder
hereof a shareholder of the Corporation or entitle the holder to any right or interest in respect
thereof except as expressly provided in the Indenture and in this Warrant Certificate.



The Indenture provides that all holders of Warrants shall be bound by any resolution passed at a
meeting of the holders held in accordance with the provisions of the Indenture and resolutions
issued by the holders of Warrants entitled to acquire a specified majority of the Common Shares
which may be acquired pursuant to all then outstanding Warrants.



The Warrants evidenced by this Warrant Certificate may be transferred on the register kept at the
offices of the Warrant Agent by the registered holder hereof or its legal representatives or its
attorney duly appointed by an instrument in writing in form and execution satisfactory to the
Warrant Agent, upon compliance with the conditions prescribed in the Indenture and upon compliance
with such reasonable requirements as the Warrant Agent may prescribe.



This Warrant Certificate shall not be valid for any purpose whatever unless and until it has been
certified by or on behalf of the Warrant Agent.



Time is of the essence hereof.



This Warrant Certificate shall be governed by and construed in accordance with the laws of the
Province of Alberta and the federal laws of Canada applicable therein and shall be treated in all
respects as a contract of Alberta. The Corporation and the Warrantholder attorn to the exclusive
jurisdiction of the courts of the Province of Alberta in respect of all matters and disputes
arising hereunder.







A-4









 







IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be signed by its duly
authorized officer as of                     , 200                    .




	 	 	 	 	 
	 	NIMIN ENERGY CORP.

 	 
	 	Per:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Certified by:

COMPUTERSHARE TRUST COMPANY OF
CANADA, Warrant Agent




	 	 	 	 	 
	By:  	 	 	 
	 	Date: 	 	 	 
	 	 	 	 
	 



Any transfer of Warrants will require compliance with applicable securities legislation.
Transferors and transferees are urged to contact legal counsel before effecting any such transfer.







A-5









 








EXERCISE FORM




	 	 	 

	TO:

	 	NIMIN ENERGY CORP.
	 
	 	 
	AND TO:

	 	COMPUTERSHARE TRUST COMPANY OF CANADA







	(a)	 	The undersigned hereby exercises the right to acquire                                         common shares (“Common Shares”) of NIMIN
ENERGY CORP. as constituted on August 28, 2009 (or such number of other securities or
property to which such Warrants entitle the undersigned in lieu thereof or in addition
thereto under the provisions of the Warrant Certificate) at an exercise price of $1.55 per Common Share payable in lawful money.
	 
	(b)	 	The Common Shares (or other securities or property) are to be issued and registered as
follows:





	 	 	 	 	 

	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	 	 	(print clearly)
	 
	 	 	 	 
	 

	 	Address in full:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Number of Common Shares:	 	 
	 

	 	 	 	 






	 	 	Note: If further nominees intended, please attach (and initial) schedule giving these
particulars.
	 
	(c)	 	The undersigned hereby represents and warrants to the Corporation that the undersigned (check
one):






	 	o 	(1) 	is not a U.S. Person and the Warrant is not being exercised within the United States or on behalf of, or
for the account or benefit of, a U.S. Person or a person in the United States; or
	 
	 	o 	(2) 	it (A) purchased the Units pursuant to the Corporation’s United States private placement of Units for its own
account or for the account of a beneficial purchaser; (B) is exercising the Warrants for its own account or for the
account of such beneficial purchaser, and (C) such holder and such beneficial purchaser, if any, remain “accredited
investors”, as defined in Rule 501(a) of Regulation D under the U.S. Securities Act; or
	 
	 	 	 	
	 
	 	o 	(3) 	has delivered herewith to the Corporation an opinion of counsel reasonably satisfactory to the Corporation and
the Warrant Agent to the effect that an exemption from the registration requirements of the U.S. Securities Act
and applicable state securities laws is available for such exercise.




Such securities (please check one):





	 	o 	(i) 	should be sent by first class mail to the following address:


OR
	 
	 	o 	(ii) 	should be held for pick up at the office of the Corporation
at which this Warrant Certificate is deposited.





A-6









 











	(d)	 	If the number of Warrants exercised are less than the number of Warrants represented hereby,
the undersigned requests that the new Warrant Certificate representing the balance of the
Warrants be registered in the name of                   
                        whose address is        
                                 .





     Such securities (please check one):




	 	o 	(i) 	should be sent by first class mail to the following address:
	 
	 	 	 	OR
	 
	 	o 	(ii) 	should be held for pick up at the office of the Corporation
at which this Warrant Certificate is deposited.




In the absence of instructions to the contrary, the securities or other property will be issued in
the name of or to the holder hereof and will be sent by first class mail to the last address of the
holder appearing on the register maintained for the Warrants.



DATED this                      day of                
                               ,                     .




	 	 	 

	 

	 	 
	 

	 	 
	Signature Guaranteed

	 	(Signature of Holder)
	 
	 	 
	 

	 	 
	 

	 	Print full name






Instructions:





	1.	 	For the purposes of paragraphs (c) above, the following words and phrases have the following
meanings: “United States” and “U.S. Person” have the meaning given to such terms under Regulation S of
the U.S. Securities Act. “U.S. Securities Act” means the United States Securities Act of
1933, as amended.






	2.	 	The registered holder may exercise its right to receive Common Shares by completing
this form and surrendering this form and the Warrant Certificate representing the Warrants
being exercised to Computershare Trust Company of Canada at: 510 Burrard Street,
3rd Floor Vancouver, British Columbia V6C 3B9. Certificates for Common Shares will
be delivered or mailed within ten business days after the exercise of the Warrants.






	3.	 	If the Exercise Form indicates that Common Shares are to be issued to a person or persons
other than the registered holder of the Certificate, the signature of such holder of the
Exercise Form must be guaranteed by an authorized officer of a Schedule “A” major chartered
bank/trust company or a member of an acceptable medallion guarantee program. The Guarantor
must affix a stamp bearing the actual words “Signature Guaranteed”. Please note –
signature guarantees are not accepted from treasury branches or credit unions unless they are
members of the “Stamp Medallion Program”. Please note – in USA signature guarantees must be
done by members of the “Medallion Signature Guarantee Program” only.






	4.	 	If the Exercise Form is signed by a trustee, executor, administrator, curator, guardian,
attorney, officer of a corporation or any person acting in a fiduciary or representative
capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to
the Corporation and the Warrant Agent.




A-7









 











TRANSFER OF WARRANTS




Any transfer of Warrants will require compliance with applicable securities legislation.
Transferors and transferees are urged to contact legal counsel before effecting any such transfer.



FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to                
                    ,
                     Warrants of NIMIN ENERGY CORP. registered in the name of the undersigned on the records
of NIMIN ENERGY CORP. represented by the Warrant Certificate attached and irrevocably appoints
                        
              the attorney of the undersigned to transfer the said securities on the books or
register with full power of substitution and confirms that the transfer is made in compliance with
all applicable securities legislation and requirements of regulatory authorities.



Such certificates (please check one):




	 	 	 	 	 

	(a)

	 	                    
	 	should be sent by first class mail to the following address
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	(b)

	 	                    
	 	should be held for pick up at the office of the Trustee at which this Warrant Certificate is deposited.





If less than all the Warrants represented by this Warrant Certificate are being transferred, the
Warrant Certificate representing those Warrants not transferred will be registered in the name
appearing on the face of this Warrant Certificate and such certificates (please check one):




	 	 	 	 	 

	(a)

	 	                    
	 	should be sent by first class mail to the following address
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	(b)

	 	                    
	 	should be held for pick up at the office of the Trustee at which this Warrant Certificate is deposited.






DATED the ____ day of ____________, 20__.




	 	 	 

	 

	 	 
	 

	 	 
	Signature Guaranteed

	 	(Signature of Warrantholder)






Instructions:





	1.	 	The registered holder may transfer the Warrants by completing this form and surrendering this
form and the Warrant Certificate representing the Warrants being transferred to Computershare
Trust Company of Canada at: 510 Burrard Street, 3rd Floor Vancouver, British
Columbia V6C 3B9.
	 
	3.	 	The signature on the Transfer of Warrants must be guaranteed by an authorized officer of a
Schedule “A” major chartered bank/trust company or a member of an acceptable medallion
guarantee program. The Guarantor must affix a stamp bearing the actual words “Signature
Guaranteed”. Please note – signature guarantees are not accepted from treasury branches
or credit unions unless they are members of the




 









 






	 	 	“Stamp Medallion Program”. Please note – in USA signature guarantees must be done by
members of the “Medallion Signature Guarantee Program” only.
	 
	4.	 	If the Transfer of Warrants is signed by a trustee, executor, administrator, curator,
guardian, attorney, officer of a corporation or any person acting in a fiduciary or
representative capacity, the certificate must be accompanied by evidence of authority to sign
satisfactory to the Corporation and the Warrant Agent.






B-9