THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION
TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION
S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933
ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED
HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN
EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED
BY REGULATION S UNDER THE 1933 ACT.
UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST
NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE
LATER OF (I) DECEMBER 24, 2007 AND (II) THE DATE THE ISSUER BECAME A REPORTING
ISSUER IN ANY PROVINCE OR TERRITORY.
THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID
AT 5:00 P.M. (EASTERN TIME) ON AUGUST 23, 2009
SHARE PURCHASE WARRANTS
TO PURCHASE COMMON SHARES OF
AMERICAN URANIUM CORPORATION
Incorporated in the State of Nevada
CANADIAN PURCHASERS
Warrant #CA/WT/08/07-<> No. of Warrants <>
THIS IS TO CERTIFY THAT:
<>
(the "Holder"), has the right to purchase, upon and subject to the terms and
conditions hereinafter referred to, up to <> fully paid and non-assessable
common shares (the "Shares") in the capital of American Uranium Corporation
(hereinafter called the "Company") on or before 5:00 p.m. (Eastern time) on
August 23, 2009 (the "Expiry Date") at a price per Share (the "Exercise Price")
of US$1.25.
1.
ONE WHOLE WARRANT AND THE EXERCISE PRICE ARE REQUIRED TO PURCHASE ONE SHARE.
2.
These Warrants are issued subject to the Terms and Conditions, and the Warrant
Holder may exercise the right to purchase Shares only in accordance with those
Terms and Conditions.
3.
Nothing contained herein or in the Terms and Conditions will confer any right
upon the Holder hereof or any other person to subscribe for or purchase any
Shares at any time subsequent to the Expiry Date, and from and after such time,
this Warrant and all rights hereunder will be void and of no value.
- 2 -
IN WITNESS WHEREOF the Company has executed this
Warrant Certificate this 23rd day of August, 2007.
AMERICAN URANIUM CORPORATION
Per:
__________________________________________
Authorized Signatory
PLEASE NOTE THAT ALL SHARE CERTIFICATES MUST BE LEGENDED DURING THE APPLICABLE
HOLD PERIODS.
APPENDIX "A"
TERMS AND CONDITIONS dated August 23, 2007 attached to the Warrants issued by
American Uranium Corporation
1.
INTERPRETATION
1.1
Definitions
In these