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 5:00 P.M. (VANCOUVER TIME) ON
.
SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF
CALIFORNIA OIL & GAS CORPORATION
THIS IS TO CERTIFY THAT
(the "Holder") of
, 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 California Oil & Gas Corporation (hereinafter called
the "Company") on or before 5:00 p.m. (Vancouver time) on
(the "Expiry Date") at a price per Share
of US$0.67 (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
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
day of
, 2007.
CALIFORNIA OIL & GAS CORPORATION
Per:
Authorized Signatory
APPENDIX A
TERMS AND CONDITIONS dated
,
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 corporations, or as a result of the conveyance
or transfer of all or substantially all of the properties and estates of the
Company as an entirety to any other corporation and thereafter "Company" will
mean such successor corporation;
(b)
"Company's Auditors" means an independent firm of accountants duly appointed as