UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST
NOT TRADE THE SECURITY BEFORE OCTOBER 21, 2007.
THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE
HEREOF ARE SECURITIES OF A UNITED STATES DOMESTIC ISSUER AND HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT").
THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR
THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (C) OUTSIDE THE UNITED STATES
IN ACCORDANCE WITH REGULATION S (RULE 901 THROUGH RULE 905, AND PRELIMINARY
NOTES) UNDER THE SECURITIES ACT.
THIS WARRANT MAY NOT BE EXERCISED BY OR ON
BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.
AS USED HEREIN, THE TERMS "UNITED
STATES" AND "U.S. PERSON" HAVE THE MEANINGS ASCRIBED TO THEM IN REGULATION S
UNDER THE SECURITIES ACT.
HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
l Warrants
Warrant Certificate No. l
WARRANT CERTIFICATE OF
GEOGLOBAL RESOURCES INC.
(Incorporated under the laws of Delaware)
This is to certify that, for value received, l (the "Holder") is the registered
holder of l common share purchase warrants (each a "Warrant") and shall have the
right to purchase from GeoGlobal Resources Inc. (hereinafter called the
"Corporation"), one fully paid and non-assessable Common Share (as defined
herein) (each a "Warrant Share") for each Warrant represented hereby, subject to
adjustment in certain circumstances, at an exercise price of U.S. $7.50 per
Common Share (the "Exercise Price") at any time prior to 5:00 p.m. (Toronto
time)on June 20, 2009 the "Expiry Time") provided that if (i) the trading price
of the Common Shares on the American Stock Exchange ("AMEX") or on any national
securities exchange or automated quotation system on which the Common Shares are
listed or traded is U.S. $12.00 or more for 20 consecutive trading days, (ii)
the Registration Statement (as defined herein) has been declared effective by
the U.S. Securities and Exchange Commission, and (iii) the hold period
applicable to the Warrant Shares pursuant to the securities laws of the local
jurisdictions in Canada where purchasers of Units (as defined herein) reside has
expired (the occurrence of all such circumstances, the "Acceleration Event"),
then the Expiry Time shall be 5:00 p.m. (Toronto time) on the date which is the
30th day following the date of issuance by the Corporation (or if such 30th day
is not a business day, which, for the purposes of this certificate, is a day on
which chartered banks are normally open for business in Toronto, Ontario,
excluding Saturday, Sunday or a statutory or civic holiday, then on the first
business day after such date) of a news release as herein provided announcing
the change to the Expiry Time. No further notice to the Holder shall be
required.
The