Exhibit
      4.1

     

    NEITHER
      THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HAVE BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER
      ANY STATE SECURITIES LAW. IN ADDITION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED
      OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT
      COVERING THE SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS,
      (ii) THE COMPANY FIRST RECEIVES AN OPINION FROM AN ATTORNEY, REASONABLY
      ACCEPTABLE TO THE COMPANY, STATING THAT THE PROPOSED TRANSFER IS EXEMPT FROM
      REGISTRATION UNDER THE ACT AND UNDER ALL APPLICABLE STATE SECURITIES LAWS,
      OR
      (iii) THE TRANSFER IS MADE PURSUANT TO RULE 144 PROMULGATED UNDER THE
      ACT.

     

    300,000
      shares of Common Stock

    Dated:
      September 19, 2007

     

    WARRANT
      FOR THE PURCHASE OF

    SHARES
      OF COMMON STOCK

    OF

    TRUE
      NORTH ENERGY CORPORATION

    


    (A
      Nevada
      corporation)

     

    FOR
      VALUE
      RECEIVED, True North Energy Corporation ("Company"), hereby certifies that
      ENERGY CAPITAL SOLUTIONS, LP, with an address at 1990 Post Oak Boulevard, Suite
      2160, Houston, TX 77056 or his, her or its registered assigns ("Holder"), is
      entitled, subject to the terms set forth below, to purchase from the Company,
      at
      any time or from time to time during the three-year period commencing on
      September 19, 2007 and expiring on September 18, 2012, up to three hundred
      thousand (300,000) shares of common stock of the Company ("Common Stock"),
      at a
      purchase price of $0.48 per share. The number of shares of Common Stock
      purchasable upon exercise of this Warrant, and the purchase price per share,
      each as adjusted from time to time pursuant to the provisions of this Warrant,
      are hereinafter referred to as the "Warrant Shares" and the "Exercise Price,"
      respectively.

     

    
      
        
          1.Exercise

        

      

    

    


    
      	 	
              1.1.

            	
              Procedure
                for Exercise.
                This Warrant may be exercised by the Holder, in whole or in part,
                by the
                surrender of this Warrant (with the Notice of Exercise Form attached
                hereto duly executed by such Holder) at the principal office of the
                Company, or at such other office or agency as the Company may designate,
                accompanied by payment in full, in lawful money of the United States,
                of
                an amount equal to the then applicable Exercise Price multiplied
                by the
                number of Warrant Shares then being purchased upon such
                exercise.

            


    

     

    
      	 	
              1.2.

            	
              Date
                of Exercise.
                Each exercise of this Warrant shall be deemed to have been effected
                immediately prior to the close of business on the day on which this
                Warrant shall have been surrendered to the Company. At such time,
                the
                person or persons in whose name or names any certificates for Warrant
                Shares shall be issuable upon such exercise shall be deemed to have
                become
                the holder or holders of record of the Warrant Shares represented
                by such
                certificates.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              1.3.

            	
              Issuance
                of Certificate.
                As soon as practicable after the exercise of the purchase right
                represented by this Warrant, the Company at its expense will use
                its best
                efforts to cause to be issued in the name of, and delivered to, the
                Holder, or, subject to the terms and conditions hereof, to such other
                individual or entity as such Holder (upon payment by such Holder
                of any
                applicable transfer taxes) may
                direct:

            


    

     

    
      	 	
              (i)

            	
              a
                certificate or certificates for the number of full shares of Warrant
                Shares to which such Holder shall be entitled upon such exercise
                (subject
                to Section 3 hereof), and

            


    

     

    
      	 	
              (ii)

            	
              in
                case such exercise is in part only, a new warrant or warrants (dated
                the
                date hereof) of like tenor, stating on the face or faces thereof
                the
                number of shares currently stated on the face of this Warrant minus
                the
                number of such shares purchased by the Holder upon such exercise
                as
                provided in subsection 1.1 above.

            


    

     

    
      2.Adjustments.

    

    


    
      	 	
              2.1.

            	
              Split,
                Subdivision or Combination of Shares.
                If the outstanding shares of the Company's Common Stock at any time
                while
                this Warrant remains outstanding and unexpired shall be subdivided
                or
                split into a greater number of shares, or a dividend in Common Stock
                shall
                be paid in respect of Common Stock, the Exercise Price in effect
                immediately prior to such subdivision or at the record date of such
                dividend shall, simultaneously with the effectiveness of such subdivision
                or split or immediately after the record date of such dividend (as
                the
                case may be), shall be proportionately decreased. If the outstanding
                shares of Common Stock shall be combined or reverse-split into a
                smaller
                number of shares, the Exercise Price in effect immediately prior
                to such
                combination or reverse split shall, simultaneously with the effectiveness
                of such combination or reverse split, be proportionately increased.
                When
                any adjustment is required to be made in the Exercise Price, the
                number of
                shares of Warrant Shares purchasable upon the exercise of this Warrant
                shall be changed to the number determined by dividing (i) an amount
                equal
                to the number of shares issuable upon the exercise of this Warrant
                immediately prior to such adjustment, multiplied by the Exercise
                Price in
                effect immediately prior to such adjustment, by (ii) the Exercise
                Price in
                effect immediately after such
                adjustment.

            


    

     

    
      	 	
              2.2.

            	
              Reclassification
                Reorganization, Consolidation or Merger.
                In the case of any reclassification of the Common Stock (other than
                a
                change in par value or a subdivision or combination as provided for
                in
                subsection 2.1 above), or any reorganization, consolidation or merger
                of
                the Company with or into another corporation (other than a merger
                or
                reorganization with respect to which the Company is the continuing
                corporation and which does not result in any reclassification of
                the
                Common Stock), or a transfer of all or substantially all of the assets
                of
                the Company, or the payment of a liquidating distribution then, as
                part of
                any such reorganization, reclassification, consolidation, merger,
                sale or
                liquidating distribution, lawful provision shall be made so that
                the
                Holder of this Warrant shall have the right thereafter to receive
                upon the
                exercise hereof, the kind and amount of shares of stock or other
                securities or property which such Holder would have been entitled
                to
                receive if, immediately prior to any such reorganization,
                reclassification, consolidation, merger, sale or liquidating distribution,
                as the case may be, such Holder had held the number of shares of
                Common
                Stock which were then purchasable upon the exercise of this Warrant.
                In
                any such case, appropriate adjustment (as reasonably determined by
                the
                Board of Directors of the Company) shall be made in the application
                of the
                provisions set forth herein with respect to the rights and interests
                thereafter of the Holder of this Warrant such that the provisions
                set
                forth in this Section 2 (including provisions with respect to the
                Exercise
                Price) shall thereafter be applicable, as nearly as is reasonably
                practicable, in relation to any shares of stock or other securities
                or
                property thereafter deliverable upon the exercise of this
                Warrant.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.3.

            	
              Price
                Adjustment.
                No adjustment in the per share Exercise Price shall be required unless
                such adjustment would require an increase or decrease in the Exercise
                Price of at least $0.01; provided, however, that any adjustments
                which by
                reason of this paragraph are not required to be made shall be carried
                forward and taken into account in any subsequent adjustment. All
                calculations under this Section 2 shall be made to the nearest cent
                or to
                the nearest 1/100th of a share, as the case may
                be.

            


    

     

    
      	 	
              2.4.

            	
              No
                Impairment.
                The Company will not, by amendment of its Articles of Incorporation
                or
                through any reorganization, transfer of assets, consolidation, merger,
                dissolution, issue or sale of securities or any other voluntary action,
                avoid or seek to avoid the observance or performance of any of the
                terms
                to be observed or performed hereunder by the Company but will at
                all times
                in good faith assist in the carrying out of all the provisions of
                this
                Section 2 and in the taking of all such actions as may be necessary
                or
                appropriate in order to protect against impairment of the rights
                of the
                Holder of this Warrant to adjustments in the Exercise
                Price.

            


    

     

    
      	 	
              2.5.

            	
              Notice
                of Adjustment.
                Upon any adjustment of the Exercise Price or extension of the Warrant
                exercise period, the Company shall forthwith give written notice
                thereto
                to the Holder of this Warrant describing the event requiring the
                adjustment, stating the adjusted Exercise Price and the adjusted
                number of
                shares purchasable upon the exercise hereof resulting from such event,
                and
                setting forth in reasonable detail the method of calculation and
                the facts
                upon which such calculation is
                based.

            


    

     

    3. Fractional
      Shares.
      The
      Company shall not be required to issue fractions of shares of Common Stock
      upon
      exercise. If any fractions of a share would, but for this Section 3, be issuable
      upon any exercise, in lieu of such fractional share the Company shall round
      up
      or down to the nearest whole number.

    


    4. Limitation
      on Sales.
      Each
      holder of this Warrant acknowledges that this Warrant and the Warrant Shares,
      as
      of the date of original issuance of this Warrant, have not been registered
      under
      the Securities Act of 1933, as amended ("Act"), and agrees not to sell, pledge,
      distribute, offer for sale, transfer or otherwise dispose of this Warrant or
      any
      Warrant Shares issued upon its exercise in the absence of (a) an effective
      registration statement under the Act as to this Warrant or such Warrant Shares
      or (b) an opinion of counsel, reasonably acceptable to the Company, that such
      registration and qualification are not required. Absent prior registration,
      the
      Warrant Shares issued upon exercise thereof shall be imprinted with a legend
      in
      substantially the following form:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND
      MAY
      NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE
      REGISTRATION STATEMENT COVERING THE SHARES UNDER THE ACT AND APPLICABLE STATE
      SECURITIES LAWS, (ii) THE COMPANY FIRST RECEIVES AN OPINION FROM AN
      ATTORNEY, REASONABLY ACCEPTABLE TO THE COMPANY, STATING THAT THE PROPOSED
      TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND UNDER ALL APPLICABLE
      STATE SECURITIES LAWS, OR (iii) THE TRANSFER IS MADE PURSUANT TO RULE 144
      PROMULGATED UNDER THE ACT.

    


    5. Notices
      of Record Date.
      In
      case: (i) the Company shall take a record of the holders of its Common Stock
      (or
      other stock or securities at the time deliverable upon the exercise of this
      Warrant) for the purpose of entitling or enabling them to receive any dividend
      or other distribution, or to receive any right to subscribe for or purchase
      any
      shares of any class or any other securities, or to receive any other right,
      or
      (ii) of any capital reorganization of the Company, any reclassification of
      the
      capital stock of the Company, any consolidation or merger of the Company with
      or
      into another corporation (other than a consolidation or merger in which the
      Company is the surviving entity), or any transfer of all or substantially all
      of
      the assets of the Company, or (iii) of the voluntary or involuntary dissolution,
      liquidation or winding-up of the Company, then, and in each such case, the
      Company will mail or cause to be mailed to the Holder of this Warrant a notice
      specifying, as the case may be, (i) the date on which a record is to be taken
      for the purpose of such dividend, distribution or right, and stating the amount
      and character of such dividend, distribution or right, or (ii) the effective
      date on which such reorganization, reclassification, consolidation, merger,
      transfer, dissolution, liquidation or winding-up is to take place, and the
      time,
      if any is to be fixed, as of which the holders of record of Common Stock (or
      such other stock or securities at the time deliverable upon the exercise of
      this
      Warrant) shall be entitled to exchange their shares of Common Stock (or such
      other stock or securities) for securities or other property deliverable upon
      such reorganization, reclassification, consolidation, merger, transfer,
      dissolution, liquidation or winding-up. Such notice shall be mailed at least
      ten
      (10) days prior to the record date or effective date for the event specified
      in
      such notice, provided that the failure to mail such notice shall not affect
      the
      legality or validity of any such action.

    


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

    


    7. Replacement
      of Warrants.
      Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and (in the case of loss, theft or
      destruction) upon delivery of an indemnity agreement (with surety if reasonably
      required) in an amount reasonably satisfactory to the Company, or (in the case
      of mutilation) upon surrender and cancellation of this Warrant, the Company
      will
      issue, in lieu thereof, a new Warrant of like tenor.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    8. Piggyback
      Registration Rights.
      The
      Warrant Shares shall have piggyback registration rights. Such piggyback
      registration rights shall be identical, in all material respects, to the
      piggyback registration rights presently applicable to other Company securities
      containing piggyback registration rights, except those granted with respect
      to
      securities held by our senior lenders, Valens Offshore SPV II, Corp. and Valens
      US SPV I, LLC (collectively the “Senior Lenders”). The piggyback registration
      rights granted hereunder and all of our other outstanding piggyback registration
      rights are subject to registration rights granted to our Senior Lenders in
      our
      September 18, 2007 Registration Rights Agreements with such Senior
      Lenders.

    


    
      9Transfers,
        etc.

    

    


    
      	 	
              9.1.

            	
              Warrant
                Register.
                The Company will maintain a register containing the names and addresses
                of
                the Holders of this Warrant. Any Holder may change its, his or her
                address
                as shown on the warrant register by written notice to the Company
                requesting such change.

            


    

     

    
      	 	
              9.2.

            	
              Holder.
                Until any transfer of this Warrant is made in the warrant register,
                the
                Company may treat the Holder of this Warrant as the absolute owner
                hereof
                for all purposes; provided, however, that if and when this Warrant
                is
                properly assigned in blank, the Company may (but shall not be obligated
                to) treat the bearer hereof as the absolute owner hereof for all
                purposes,
                notwithstanding any notice to the
                contrary.

            


    

     

    10. No
      Rights as Stockholder.
      Until
      the exercise of this Warrant, the Holder of this Warrant shall not have or
      exercise any rights by virtue hereof as a stockholder of the
      Company.

    


    11. Successors.
      The
      rights and obligations of the parties to this Warrant will inure to the benefit
      of and be binding upon the parties hereto and their respective heirs,
      successors, assigns, pledgees, transferees and purchasers. 

    


    12. Change
      or Waiver.
      Any
      term of this Warrant may be changed or waived only by an instrument in writing
      signed by the party against which enforcement of the change or waiver is
      sought.

    


    13. Headings.
      The
      headings in this Warrant are for purposes of reference only and shall not limit
      or otherwise affect the meaning of any provision of this Warrant.

    


    14. Governing
      Law.
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of New York. Each party hereby expressly agrees to the jurisdiction of
      the
      courts of the State of New York and hereby waives any claim or defense of
      inconvenient forum. 

    


    15. Mailing
      of Notices, etc.
      All
      notices and other communications under this Warrant (except payment) shall
      be in
      writing and shall be sufficiently given if sent to the Holder or the Company,
      as
      the case may be, by hand delivery, private overnight courier, with
      acknowledgment of receipt, or by registered or certified mail, return receipt
      requested, as follows:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Holder:

            	
              To
                Holder's address on page 1 of this Warrant

            
	 	
              Attention:
                Name of Holder

            


    

    
      	
              The
                Company:

            	
              To
                the Company's Principal Executive Offices

            
	 	
              Attention:
                President

            


    

     

    or
      to
      such other address as any of them, by notice to the others may designate from
      time to time. Time shall be counted to, or from, as the case may be, the
      delivery in person or by overnight courier or five (5) business days after
      mailing.

    


    
      	
              TRUE
                NORTH ENERGY CORPORATION

            
	 
	
              By:

            	
              /s/
                John Folnovic

            
	
               

            	
              Name: 

            	
              John
                Folnovic

            
	
               

            	
              Title: 

            	
              President

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOTICE
      OF EXERCISE

     

    TO:
       True
      North Energy Corporation 

    


    1. The
      undersigned hereby elects to purchase ________ shares of the True North Energy
      Corporation, pursuant to terms of the attached Warrant, and tenders herewith
      payment of the Exercise Price of such shares in full, together with all
      applicable transfer taxes, if any.

     

    2. Please
      issue a certificate or certificates representing said shares of the Common
      Stock
      in the name of the undersigned or in such other name as is specified
      below:

     

    3. The
      undersigned represents that it will sell the shares of Common Stock pursuant
      to
      an effective Registration Statement under the Securities Act of 1933, as
      amended, or an exemption from registration thereunder.

     

    
      	  

	
              (Name)

            
	 
	  

	
              (Address)

            
	 
	  

	 
	 
	  

	 
	 
	 

	
              (Taxpayer
                Identification Number)

            


    

    


    
      	 	 
	  

	(Print
              Name of Holder)
	 	 
	
              By:

            	
               


            
	 	 
	
              Title:

            	
               


            
	 	 
	
              Date: