Kevin Murphy
title:
President
ANNEX A
NOTICE OF CONVERSION
The undersigned hereby elects to convert principal under the Convertible Note of
Black Hawk Exploration a Nevada corporation (the "Company"), due on October 19,
2012, into shares of the Company's common stock (each a "Share") as of the date
written below.
The undersigned will pay all transfer taxes, intangible or other
taxes payable with respect hereto and is delivering herewith such certificates
and opinions as reasonably requested by the Company in accordance therewith.
No
fee will be charged to the holder for any conversion.
The undersigned agrees to comply with the prospectus delivery requirements under
the applicable securities laws in connection with any transfer of the aforesaid
Shares.
Conversion calculations:
Date to Effect Conversion:
Principal Amount of Note to be Converted:
Accrued Interest to be Converted:
Number of Shares to be issued:
Signature:
Name:
Address:
- 2 -
EXHIBIT "B"
Warrant Certificate
THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT
U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
ACCORDINGLY, NONE
OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER
THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE
MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S.
PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR PURSUANT TO AN 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 ACCORDANCE
WITH THE 1933 ACT.
THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID
AT 5:30 P.M. (WASHINGTON STATE TIME) ON April _____, 2016.
SHARE PURCHASE WARRANTS
TO PURCHASE COMMON SHARES OF
BLACK HAWK EXPLORATION
incorporated in the State of Nevada
WARRANT CERTIFICATE NO. 2011-001
THIS IS TO CERTIFY THAT Chancery Lane Investment Group Inc., (the "Holder"), has
the right to purchase, upon and subject to the terms and conditions hereinafter
referred to, up to 8,500,000 fully paid and non-assessable common shares (the
"Shares") in the capital of Black Hawk Exploration (hereinafter called the
"Company") on or before 5:30 p.m. (Washington State time) on April ____, 2016
(the "Expiry Date") at a price per Share (the "Exercise Price") of US$0.14 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 SHARE.
THIS
CERTIFICATE REPRESENTS 8,500,000 WARRANTS.
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