the Shares is hereby
accepted by Crown Oil and Gas Inc.
DATED at _____________________________________, the _____ day of
__________________, 2009.
CROWN OIL AND GAS INC.
Per: _____________________________________________
Authorized Signatory
EXHIBIT "A"
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.
THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID
AT 5:00 P.M. (PACIFIC STANDARD TIME) ON __________________, 2011.
SHARE PURCHASE WARRANTS
TO PURCHASE SHARES IN THE COMMON STOCK OF
CROWN OIL AND GAS INC.
(incorporated in the State of Nevada)
Non-U.S. Subscribers
CERTIFICATE NO.: ______________ No. of Warrants: __________ September 1, 2009
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 shares (the "Shares") in the common stock of Crown Oil and Gas
Inc. (hereinafter called the "Company") on or before 5:00 p.m. (Pacific Standard
time) on __________________, 2011 (the "Expiry Date") at a price per Share (the
"Exercise Price") of: (i) US$2.00 for the first 12-month period (one to 12
months) following the Closing (as defined in Appendix "A" attached hereto); and
(ii) US$2.50 for the remaining 24-month period (13 to 24 months) following the
Closing on the Terms and Conditions attached hereto as Appendix "A" (the "Terms
and Conditions").
1.
ONE (1) WARRANT AND THE EXERCISE PRICE ARE REQUIRED TO PURCHASE ONE (1) 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.
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IN WITNESS WHEREOF the Company has