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. (VANCOUVER TIME) ON APRIL 9, 2009.
SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF
CALIFORNIA OIL & GAS CORPORATION
THIS IS TO CERTIFY THAT CAT Brokerage AG, (the "Holder") of Albisriederstrasse
164, 8003 Zurich, Switzerland, has the right to purchase, upon and subject to
the terms and conditions hereinafter referred to, up to 909,091 fully paid and
non-assessable common shares (the "Shares") in the capital of California Oil &
Gas Corporation (hereinafter called the "Company") on or before 5:00 p.m.
(Vancouver time) on April 9, 2009 (the "Expiry Date") at a price per Share of
US$0.65 (the "Exercise Price") 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 909,091 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 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.
IN WITNESS WHEREOF the Company has executed this Warrant Certificate this 9th
day of April, 2007.
CALIFORNIA OIL & GAS CORPORATION
Per:
Authorized Signatory
CW1062363.1
APPENDIX A
TERMS AND CONDITIONS dated April 9, 2007, attached to the Warrants issued by
California Oil & Gas Corporation.
1.
INTERPRETATION
1.1
Definitions
In these Terms and Conditions, unless there is something in the subject matter
or context inconsistent therewith:
(a)
"Company" means California Oil & Gas Corporation until a successor corporation
will have become such as a result of consolidation, amalgamation or merger with
or into any other corporation or