EXHIBIT 4.1
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 4:30 P.M. (CENTRAL STANDARD TIME)
ON August 12th, 2012.
SHARE PURCHASE WARRANTS
TO PURCHASE COMMON SHARES
OF
COBRA OIL & GAS
COMPANY
incorporated in the State of
Nevada
THIS IS TO
CERTIFY THAT Baden Energy Group Ltd, (the “Holder”) of
319,149 warrants has the right to purchase, upon and subject to the
terms and conditions hereinafter referred to, up to 319,149
fully paid and non-assessable common shares (the
“Shares”) in the capital of Cobra Oil & Gas Company
(hereinafter called the “Company”) on or before
4:30 p.m. (Central Standard time) on August 12th, 2012 (the
“Expiry Date”) at a price per Share (the
“Exercise Price”) of US$1.17 on the terms and
conditions attached hereto as Appendix “A” (the
“Terms and Conditions”).
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ONE (1) WARRANT
AND THE EXERCISE PRICE ARE REQUIRED TO PURCHASE ONE
SHARE. THIS CERTIFICATE
REPRESENTS WARRANTS.
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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.
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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 executed this Warrant Certificate this 12th
day of August, 2009.
COBRA OIL
& GAS COMPANY
Per:
/s/ Massimiliano Pozzoni
Authorized Signatory
PLEASE NOTE
THAT ALL SHARE CERTIFICATES MUST BE LEGENDED AS FOLLOWS DURING THE
CURRENCY OF APPLICABLE HOLD PERIODS:
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.
APPENDIX “A”
TERMS AND
CONDITIONS dated August 12th, 2009, attached to the Warrants issued
by Cobra Oil & Gas Company.
In these Terms
and Conditions, unless there is something in the subject matter or
context inconsistent therewith:
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“Company” means Cobra Oil & Gas
Company 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;
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“Company’s Auditors” means an
independent firm of accountants duly appointed as auditors of the
Company;
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“Director” means a director of the
Company for the time being, and reference, without more, to action
by the directors means action by the directors of the Company as a
Board, or whenever duly empowered, action by an executive committee
of the Board;
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“herein”, “hereby” and
similar expressions refer to these Terms and Conditions as the same
may be amended or modified from time to time; and the expression
“Article” and “Section,” followed by a
number refer to the specified Article or Section of these Terms and
Conditions;
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“person” means an individual,
corporation, partnership, trustee or any unincorporated
organization and words importing persons have a similar
meaning;
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“shares” means the common shares in
the capital of the Company as constituted at the date hereof and
any shares resulting from any subdivision or consolidation of the
shares;
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“Warrant
Holders” or “Holders” means the holders of the
Warrants; and
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“Warrants” means the warrants of the
Company issued and presently authorized and for the time being
outstanding.
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Words importing
the singular number include the plural and vice versa and words
importing the masculine gender include the feminine and neuter
genders.
1.3
Interpretation not affected by Headings
The division of
these Terms and Conditions into Articles and Sections, and the
insertion of headings are for convenience of reference only and
will not affect the construction or interpretation
thereof.
The Warrants
will be construed in accordance with the laws of the State of
Nevada.
The Company may
at any time and from time to time issue additional warrants or
grant options or similar rights to purchase shares of its capital
stock.
2.2
Warrant to Rank Pari Passu
All Warrants
and additional warrants, options or similar rights to purchase
shares from time to time issued or granted by the Company, will
rank pari passu whatever may be the actual dates of issue or
grant thereof, or of the dates of the certificates by which they
are evidenced.
2.3
Issue in substitution for Lost Warrants
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In case a
Warrant becomes mutilated, lost, destroyed or stolen, the Company,
at its discretion, may issue and deliver a new Warrant of like date
and tenor as the one mutilated, lost, destroyed or stolen, in
exchange for and in place of and upon cancellation of such
mutilated Warrant, or in lieu of, and in substitution for such
lost, destroyed or stolen Warrant and the substituted Warrant will
be entitled to the benefit hereof and rank equally in accordance
with its terms with all other Warrants issued or to be issued by
the Company.
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The applicant
for the issue of a new Warrant pursuant hereto will bear the cost
of the issue thereof and in case of loss, destruction
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