WARRANT INDENTURE

Exhibit 4.1

OILSANDS QUEST INC.

and

COMPUTERSHARE TRUST COMPANY OF CANADA

WARRANT INDENTURE

December 5, 2007

This Warrant Indenture

is made as of December 5, 2007

Between

OILSANDS QUEST INC. , a corporation incorporated under the laws of the State of Colorado, having an office in Calgary, Alberta (the “ Corporation ”)

and

COMPUTERSHARE TRUST COMPANY OF CANADA , a trust company incorporated under the federal laws of Canada having an office in the City of Calgary, in the Province of Alberta (the “ Trustee ”)

Recitals

A.		The Corporation is proposing to issue up to 6,325,000 Warrants in the manner herein set forth;
B.		Each Warrant shall, subject to adjustment, entitle the holder thereof to acquire one Common Share at the price and upon the terms and conditions herein set forth; and
C.		All acts and deeds necessary have been done and performed to create the Warrants, when issued as provided in this Indenture, as legal, valid and binding upon the Corporation with the benefits and subject to the terms of this Indenture;

The foregoing statements of fact and recitals are made by the Corporation and not the Trustee.

ARTICLE 1
Interpretation

In this Indenture, including the recitals and schedules hereto and in all indentures supplemental hereto:

		“ Adjustment Period ” means the period from and including the Effective Date up to and including the Time of Expiry;
		“ affiliates ” has the meaning given thereto in the Securities Act (Alberta);
		“ Applicable Procedures ” means the rules and procedures of the Depository in respect of the Book-Based System as in effect from time to time;
		“ Authorized Investments ” means short term interest bearing or discount debt obligations issued or guaranteed by the Government of Canada or a province of Canada or a Canadian chartered bank (which may include an affiliate or related party of the Trustee) provided that each such obligation is rated at least R1 (middle) by Dominion Bond Rating Service Limited or an equivalent rating by Standard & Poor’s, a division of McGraw Hill Companies.

		“ Book-Based System ” means, in relation to a Global Warrant, the debt clearing, record entry, transfer and pledge system and services established and operated by or on behalf of the Depository for the Warrants (including where applicable pursuant to one or more agreements between such Depository and its Participants establishing the rules and procedures for such systems and services), or any successor systems or services thereof;
		“ Business Day ” means a day which is not Saturday or Sunday or a legal holiday in the City of Calgary in the Province of Alberta or a day on which the Trustee is closed for business;
		“ Change of Control ” means, with respect to the Corporation, the occurrence of any of the following events: (i) a tender offer shall be made and consummated for the ownership of 20% or more of the outstanding voting securities of the Corporation; (ii) the Corporation shall be merged or consolidated with another corporation (or other person) and as a result of such merger or consolidation less than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the former shareholders of the Corporation, other than affiliates of any party to such merger or consolidation as the same shall have existed immediately prior to such merger or consolidation; or (iii) the Corporation shall sell substantially all of its assets to another corporation (or other person) which is not a wholly owned Subsidiary;
		“ Common Shares ” means fully paid and non-assessable Common Shares of the Corporation as presently constituted;
		“ Corporate Transaction ” means a transaction resulting in a Change of Control or a Capital Reorganization pursuant to Section 4.1(d);
		“ Corporation ” means Oilsands Quest Inc.;
		“ Corporation’s Auditors ” means the firm of chartered accountants that is duly appointed as auditors of the Corporation;
		“ Counsel ” means a barrister or solicitor or a firm of barristers and solicitors retained by the Trustee or retained by the Corporation and acceptable to the Trustee;
		“ Current Market Price ” of a Common Share at any date means the price per share (denominated in United States dollars based, if necessary, on the noon rate of exchange as reported by the Bank of Canada) equal to the weighted average price at which the Common Shares have traded (i) on the American Stock Exchange, or (ii) if the Common Shares are not traded on the American Stock Exchange, on any other recognized exchange or market, or (iii) if the Common Shares are not traded on such recognized exchange or market, on the over-the-counter market, during the 20 consecutive Trading Days (on each of which at least 500 Common Shares are traded in board lots) ending on the fifth Trading Day immediately prior to such date as reported by such market or exchange in which the Common Shares are then trading or quoted. The weighted average price per Common Share shall be determined by dividing the aggregate sale price of all such shares sold on the aforementioned over-the-counter market, recognized exchange or market, as the case may be, during the aforementioned 20 consecutive Trading Days by the total number of such shares so sold. If the Common Shares are not then traded in the over-the-counter market or on a recognized exchange or market, the Current Market Price of the Common Shares shall be the fair market value of the Common Shares as determined in good faith by the board of Directors of the Corporation after consultation with a nationally or internationally recognized investment dealer or investment banker;

		“ Definitive Warrant ” means a Warrant in the form of an individual certificate in definitive fully registered form issued pursuant to Section 2.2 and substantially in the form set forth in Schedule A but does not include Exhibit 1 or any information only required to be included in a Global Warrant;
		“ Depository ” means DTC or any other depository subsequently appointed by the Corporation as the depository in respect of Global Warrants;
		“ director ” means a director of the Corporation for the time being and, unless otherwise specified herein, reference to action “ by the directors ” means action by the directors of the Corporation as a board or, whenever duly empowered, action by any committee of such board;
		“ Dividends Paid in the Ordinary Course ” means dividends paid on the Common Shares in any fiscal year of the Corporation in cash, provided that the amount of such dividends does not in such fiscal year exceed 5% of the Exercise Price, and for such purpose the amount of any dividend paid in shares shall be the aggregate stated capital of such shares, and the amount of any dividend paid in other than cash or shares shall be the fair market value of such dividend as determined by a resolution passed by the board of directors of the Corporation, subject, if applicable, to the prior consent of any stock exchange or any other over-the-counter market on which the Common Shares are traded;
		“ DTC ” means the Depositary Trust Company together with its successors from time to time;
		“ Effective Date ” means the date of this Indenture;
		“ Exercise Date ” means, with respect to any Warrant, the date on which the Warrant Certificate representing such Warrant is surrendered for exercise in accordance with the provisions of Article 3;
		“ Exercise Price ” with respect to the exercise of any Warrant means $6.75 in lawful money of the United States of America per Common Share, unless such price shall have been adjusted in accordance with the provisions of Article 4, in which case it shall mean the adjusted price in effect at such time;
		“ Expiry Date ” means December 5, 2009;
		“ Global Warrant ” means Warrants in the form of one or more certificates in global form issued pursuant to the Book-Based System and registered in the name of the Depository or its nominee, and issued pursuant to Section 2.2, substantially the form attached as Schedule A and deposited with the Depository or its nominee;
		“ Issue Date ” means, in respect of each Warrant, the date upon which the Warrant is issued by the Corporation so that it is considered outstanding for the purposes of this Indenture;
		“ Participant ” shall mean, in relation to a Depository, a broker, dealer, bank or other financial institution or other person on whose behalf such Depository or its nominee holds securities pursuant to a Book-Based System operated by such Depository;
		“ person ” means an individual, body corporate, partnership, trust, trustee, executor, administrator, legal representative or any unincorporated organization;
		“ Shareholder ” means a holder of record of one or more Common Shares;

		“ Subsidiary of the Corporation ” or “ Subsidiary ” means any corporation or other person (other than an individual) of which more than 50% of the outstanding voting securities are owned, directly or indirectly, by or for the Corporation, provided that the ownership of such securities confers the right to elect at least a majority of the board of directors (or persons in a similar position of fiduciary responsibility) of such corporation or other person (other than an individual) and includes any entity in like relation to a Subsidiary;
		“ this Warrant Indenture ”, “ this Indenture ”, “ herein ”, “ hereby ” and similar expressions mean and refer to this Indenture and any indenture, deed or instrument supplemental hereto; and the expressions “ Article ”, “ Section ” “ subsection ” and “ paragraph ” followed by a number mean and refer to the specified article, section, subsection or paragraph of this Indenture;
		“ Time of Expiry ” means 4:30 p.m., Calgary time, on the Expiry Date;
		“ Trading Day ” means, with respect to a stock exchange, a day on which such exchange is open for the transaction of business and with respect to the over-the-counter market means a day on which the American Stock Exchange is open for the transaction of business;
		“ Trustee ” or “ Warrant Trustee ” means Computershare Trust Company of Canada or its successors from time to time in the trust hereby created;
		“ United States ” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia;
		“ Units ” means the units of the Corporation, each consisting of one Common Share and one-half of one Warrant, offered pursuant to the Underwriting Agreement dated November 21, 2007 between the Corporation and TD Securities Inc. and Genuity Capital Markets, CIBC World Markets Inc., Desjardins Securities Inc., Blackmont Capital Inc., Canaccord Capital Corporation and Lehman Brothers Canada Inc.;
		“ Warrant Agency ” means either of the principal office of the Trustee in the City of Vancouver and the principal office of an agent of the Trustee in the City of Toronto, Calgary or the City of Golden, Colorado or such other place as may be designated in accordance with subsection 3.1(c);
		“ Warrant Certificate ” means a certificate in the form of a Definitive Warrant evidencing Warrants issued hereunder;
		“ Warrantholder ”, or “ holder ” without reference to Common Shares, means the person who is the registered owner of Warrants as shown on the register maintained at the Warrant Agency by the Warrant Trustee in accordance with this Indenture;
		“ Warrantholders’ Request ” means an instrument signed in one or more counterparts by Warrantholders representing not less than 10% of the Warrants then unexercised and outstanding, requesting the Trustee to take some action or proceeding specified therein;
		“ Warrants ” means the Warrants issued and certified hereunder and for the time being outstanding entitling the holder to acquire Common Shares; and
		“ written order of the Corporation ”, “ written request of the Corporation ”, “ written consent of the Corporation ”, “ written direction of the Corporation ” and “ certificate of the Corporation ” mean, respectively, a written order, request, consent direction and certificate

signed in the name of the Corporation by any director or officer of the Corporation, and may consist of one or more instruments so executed.

1.2

Gender and Number

Unless herein otherwise expressly provided or unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

1.3

Interpretation not Affected by Headings, etc.

The division of this Indenture into Articles and Sections, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Indenture.

1.4

Day not a Business Day

In the event that any day on or before which action is required to be taken hereunder is not a Business Day, then such action shall be required to be taken at or before the requisite time on the next succeeding day that is a Business Day.

1.5

Time of the Essence

Time shall be of the essence of this Indenture.

1.6

Applicable Law

This Indenture and the Warrant Certificates shall be construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein and shall be treated in all respects as Alberta contracts.

1.7

Language

The parties hereto confirm their express wish that this Indenture and all documents and agreements directly or indirectly relating thereto be drawn up in the English language. Notwithstanding such express wish, the parties agree that any such document or agreement, or any part thereof or of this Indenture, may be drawn up in the French language.

Les parties reconnaissent leur volonté expresse que le présent acte de fiducie ainsi que tous les documents et contrats s’y rattachant directement ou indirectement soient rédigés en anglais. Nonobstant cette volonté expresse, les parties conviennent que tout document ou contrat, ou toute partie de ces derniers ou du présent acte de fiducie, puissent etre rédigés en francais.

1.8

Severability

In the event that any provision under this Indenture is determined to be invalid or unenforceable in any respect, such determination will not affect the provision in any other respect or any other provision under this Indenture, all of which will remain in full force and effect.

1.9

Conflicts

In the event there is any conflict between this Indenture and any Warrant Certificate, the provisions under this Indenture will govern and prevail.

ARTICLE 2
Issue of Warrants

2.1

Issue of Warrants

Up to 6,325,000 Warrants are hereby created and authorized to be issued in accordance with the terms hereof. Each Warrant entitles the holder thereof, upon exercise, together with the payment of the Exercise Price, to acquire one Common Share, subject to adjustment in accordance with Article 4, at any time after the Issue Date and ending at the Time of Expiry.

2.2

Form and Terms of Warrants

	(a)		Subject to Section 2.9(d) the Warrants may be issued pursuant to the Book-Based System and may be represented by a Global Warrant. The Global Warrant shall be held by, or on behalf of, the Depository as depository of the Participants in the Book-Based System and shall be registered in the name of “CEDE & Co.” (or such other name as the Depository may use from time to time as its nominee for the purposes of the Book-Based System). In the event that the Warrants are issued pursuant to the Book-Based System, no beneficial holder will receive Definitive Warrants representing their beneficial ownership in Warrants unless the Corporation determines to terminate the Book-Based System or the other conditions set forth in Section 2.9(d) have been satisfied.
	(b)		The Warrant Certificates (including all replacements issued in accordance with this Indenture) shall be substantially in the form set out in Schedule “A” hereto, shall bear such legends and distinguishing letters and numbers as the Corporation may, with the approval of the Trustee, prescribe, and shall be issuable in any denomination excluding fractions. The aggregate amount of the Global Warrants may from time to time be increased or decreased by notations made on the Global Warrant by the Trustee, subject in each case to compliance with the Applicable Procedures and each Global Warrant shall bear a legend substantially in the following form subject to modification as required by the Depository:
			“Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Corporation or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
			Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this certificate may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor Depositary or a nominee of such successor Depositary.”
	(c)		Each Global Warrant shall represent such of the outstanding Warrants as shall be specified therein and each shall provide that it shall represent the aggregate outstanding Warrants from time to time endorsed thereon and that the aggregate outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, to reflect replacements, exchanges, or exercises of such Warrants. Any adjustment of the aggregate amount of a Global Warrant to reflect the amount of any increase or decrease in the amount of outstanding Warrants represented thereby shall be made by the Trustee in accordance with instructions given by the holder thereof as required by Section 2.9 and shall be made on the records of the Trustee and the Depository.
			Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Warrant held on their behalf by the Depository or under the Global Warrant, and the Depository (including, for this purpose, its nominee) may be treated by the Corporation, the Trustee and any agent of the Corporation or the Trustee as the absolute owner and holder of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (1) prevent

			the Corporation, the Trustee or any agent of the Corporation or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or (2) impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Warrant.
	(d)		The Warrant Certificates may be engraved, printed, lithographed or partly in one form and partly in another as the Corporation with the approval of the Trustee may determine. No change in the Warrant Certificate shall be required by reason of any adjustment made pursuant to Article 4 in the number or class of Common Shares or other securities to which a holder is entitled pursuant to the exercise of the Warrants.
	(e)		No fractional Warrants shall be issued or otherwise provided for hereunder.
	(f)		The number of Common Shares which may be purchased pursuant to the exercise of Warrants and the Exercise Price payable therefor shall be adjusted in the events and in the manner specified in Article 4.
	(g)		Each Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Indenture.

2.3

Warrantholder not a Shareholder

Nothing in this Indenture or in the holding of a Warrant or Warrant Certificate or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder as such any right or interest whatsoever as a Shareholder or as any other shareholder of the Corporation, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to receive dividends and other distributions except as may be provided in this Indenture or the Warrant Certificates.

2.4

Warrants to Rank pari passu

All Warrants shall rank pari passu , whatever may be the actual Issue Date thereof.

2.5

Signing of Warrant Certificates

The Warrant Certificates shall be signed by any two directors or officers of the Corporation. The signature of any such director or officer may be mechanically reproduced in facsimile and Warrant Certificates bearing such facsimile signature shall be binding upon the Corporation as if it had been manually signed by such director or officer. Notwithstanding that any of the persons whose manual or facsimile signature appears on any Warrant Certificate as a director or officer may no longer be appointed or hold office at the date of such Warrant Certificate or at the date of certification or delivery thereof, any Warrant Certificate signed as aforesaid shall, subject to Section 2.6, be valid and binding upon the Corporation and the holder thereof shall be entitled to the benefits of this Indenture.

2.6

Certification by the Trustee

(a)

No Warrant Certificate shall be issued or, if issued, shall be valid for any purpose or entitle the holder to the benefit hereof until it has been certified by manual signature by or on behalf of the Trustee and such certification by the Trustee upon any Warrant Certificate shall be conclusive evidence as against the Corporation that the Warrant

			Certificate so certified has been duly issued hereunder and that the holder is entitled to the benefits hereof.
	(b)		Warrant Certificates shall be certified by, or on behalf of, the Trustee upon the written order of the Corporation and delivered by the Trustee to the Corporation in accordance with the written direction of the Corporation. The certification of the Trustee on Warrant Certificates issued hereunder shall not be construed as a representation or warranty by the Trustee as to the validity of this Indenture or the Warrant Certificates (except the due certification thereof) and the Trustee shall in no respect be liable or answerable for the use made of the Warrant Certificate or any of them or of the consideration therefor except as otherwise specified herein. The countersignature of the Trustee will, however, be a representation and warranty of the Trustee that the Warrant Certificate has been duly countersigned by or on behalf of the Trustee pursuant to the provisions of this Indenture.

2.7

Issue in Substitution for Warrant Certificates Lost, etc.

	(a)		In the event that any Warrant Certificate shall become mutilated or be lost, destroyed or stolen, the Corporation, subject to applicable law, shall issue and thereupon the Trustee shall certify and deliver, a new Warrant Certificate of like tenor as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Warrant Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Warrant Certificate, and the substituted Warrant Certificate shall be in a form approved by the Trustee and the Warrants evidenced thereby shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Warrants issued or to be issued hereunder.
	(b)		The applicant for the issue of a new Warrant Certificate pursuant to this Section 2.7 shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Corporation and to the Trustee such evidence of ownership and of the loss, destruction or theft of the Warrant Certificate so lost destroyed or stolen as shall be satisfactory to the Corporation and to the Trustee each in their sole discretion, and such applicant shall also be required to furnish an indemnity or security in amount and form satisfactory to the Corporation and the Trustee each in their discretion and shall pay the reasonable charges of the Corporation and the Trustee in connection therewith.

2.8

Exchange of Warrant Certificates

	(a)		Warrant Certificates representing Warrants to acquire any specified number of Common Shares may, upon compliance with the reasonable requirements of the Trustee, be exchanged for another Warrant Certificate or Warrant Certificates entitling the holder thereto to acquire in the aggregate the same number of Common Shares as may be acquired under the Warrant Certificate or Warrant Certificates so exchanged. Upon compliance with the reasonable requirements of the Trustee and the terms and conditions hereof, the Corporation will sign, and the Trustee will countersign, all Warrant Certificates necessary to carry out these exchanges.
	(b)		Warrant Certificates may be exchanged only at a Warrant Agency or at any other place that is designated by the Corporation with the approval of the Trustee. Any Warrant Certificate tendered for exchange shall be cancelled by the Trustee.

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	(a)		Subject to subsection 2.9(b), 2.9(c) and 2.9(d) below and such reasonable requirements as the Trustee may prescribe and all applicable securities legislation and requirements of regulatory authorities, the Warrants may be transferred on the register kept at the Warrant Agency by the Warrantholder (or its legal representatives or its attorney duly appointed by an instrument in writing in form and manner of execution satisfactory to the Trustee) only upon the surrendering of the relevant Warrant Certificate with the transfer form forming part thereof duly completed and signed. After receiving the surrendered Warrant Certificate(s) and upon the person surrendering the same meeting such reasonable requirements as the Trustee may prescribe, the Trustee shall issue to the transferee a Warrant Certificate representing the Warrants transferred. For clarity, the Trustee shall not be responsible to determine compliance with securities legislation or requirements of regulatory authorities (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Warrant) and such determination shall be the responsibility solely of the person requesting the transfer.
	(b)		No transfer of a Warrant shall be valid (i) unless made in accordance with the provisions hereof, (ii) until, upon compliance with such reasonable requirements as the Trustee may prescribe, such transfer is recorded on the register maintained by the Trustee pursuant to subsection (a) of this Section 2.9, (iii) unless such registration shall be noted on the Warrant Certificate by the Trustee, and (iv) until all governmental or other charges arising by reason of such transfer have been paid.
	(c)		A Global Warrant may not be transferred, in whole or in part, to any person other than the Depository or a nominee or any successor thereof, and no such transfer to any such other person may be registered; provided that the foregoing shall not prohibit any transfer of a Warrant that is issued in exchange for a Global Warrant but is not itself a Global Warrant. No transfer of a Warrant to any person shall be effective under this Indenture or the Warrants unless and until such Warrant has been registered in the name of such person. Notwithstanding any other provisions of this Indenture or the Warrants, transfers of a Global Warrant, in whole or in part, shall be made only in accordance with this Section 2.9(c).
	(d)		The provisions below shall apply only to Global Warrants:

	(i)		Each Global Warrant authenticated under this Indenture shall be registered in the name of the Depository or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor.
	(ii)		Notwithstanding any other provisions of this Indenture or the Warrants, a Global Warrant shall not be exchanged in whole or in part for a Warrant registered, and no transfer of a Global Warrant in whole or in part shall be registered, in the name of any person other than the Depository or one or more nominees thereof; provided that a Global Warrant may be exchanged for Warrants registered in the names of any person designated by the Depository in the event that (A) the Depository has notified the Corporation that it is unwilling or unable to continue as Depository for such Global Warrant (B) such Depository has ceased to be a clearing agency or otherwise ceases to be eligible to be a depository, and a successor depository is not appointed by the Corporation within 90 days after receiving such notice or becoming aware that the Depository has ceased to be a

			clearing agency or otherwise ceases to be eligible to be a depository or (C) the Corporation has determined, in its sole discretion, to terminate the Book-Based System in respect of such Global Warrant and has communicated such determination to the Trustee in writing. Any Global Warrant exchanged pursuant to subclause (A), (B) or (C) above shall be so exchanged in whole and not in part. Any Warrant issued in exchange for a Global Warrant or any portion thereof shall be a Global Warrant; provided further that any such Warrant so issued that is registered in the name of a person other than the Depository or a nominee thereof shall not be a Global Warrant but shall be a Definitive Warrant.
	(iii)		Warrants issued in exchange for a Global Warrant or any portion thereof shall be issued in definitive, fully registered form, shall have an aggregate amount equal to that of such Global Warrant or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depository shall designate. Any Global Warrant to be exchanged in whole shall be surrendered by the Depository to the Trustee, as Registrar. With regard to any Global Warrant to be exchanged in part, the amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of a notation made on the Global Warrant as authenticated by the Trustee and an appropriate adjustment made on the records of the Depository and the Trustee.
	(iv)		Subject to clause (vi) of this Section 2.9(d), the registered holder may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a holder is entitled to take under this Indenture or the Warrants.
	(v)		In the event of the occurrence of any of the events specified in clause (ii) of this Section 2.9(d), the Corporation will promptly make available to the Trustee a reasonable supply of Definitive Warrants in definitive, fully registered form.
	(vi)		Neither Agent Members nor any other persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Warrant registered in the name of the Depository or any nominee thereof, or under any such Global Warrant, and the Depository or such nominee, as the case may be, may be treated by the Corporation, the Trustee and any Agent of the Corporation or the Trustee as the absolute owner and holder of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Trustee or any Agent of the Corporation or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or such nominee, as the case may be, or impair, as between the Depository, its Agent Members and any other person on whose behalf an Agent Member may act, the operation of customary practices of such persons governing the exercise of the rights of a holder of any Warrant.
	(vii)		At such time as all interests in a Global Warrant have been exercised, cancelled or exchanged for Definitive Warrants, such Global Warrant shall, upon receipt thereof, be cancelled by the Trustee in accordance with Applicable Procedures and instructions existing between the Depository and the Trustee, subject to Section 3.5 of this Indenture. At any time prior to such cancellation, if any interest in a Global Warrant is exercised, cancelled or exchanged for Definitive Warrants, the amount of such Global Warrant shall, in accordance with the

Applicable Procedures and instructions existing between the Depository and the Trustee, be appropriately reduced, and an endorsement shall be made on such Global Warrant, by the Trustee to reflect such reduction.

The Trustee shall keep at the Warrant Agency: (i) a register of Warrantholders in which shall be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them and (ii) a register of transfers in which all transfers of Warrants and the date and other particulars of each transfer shall be entered. Branch registers shall also be kept at such other place or places, if any, as the Corporation, with the approval of the Trustee, may designate. Such registers will at all reasonable times be open for inspection by the Corporation and/or any Warrantholder.

The transferee of a Warrant shall, after the transfer form attached to the Warrant Certificate is duly completed and the Warrant Certificate and form of transfer are lodged with the Trustee, and upon compliance with all other conditions in that regard required by this Indenture and by all applicable securities legislation and requirements of regulatory authorities, be entitled to have his name entered on the register as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Corporation and his transferor or any previous Warrantholder of such Warrant, save in respect of equities of which the Corporation or the transferee is required to take notice by statute or by order of a court of competent jurisdiction. For clarity, the Trustee shall not be responsible to determine compliance with securities legislation or requirements of regulatory authorities and such determination shall be the responsibility solely of the person requesting the transfer.

The registers hereinbefore referred to shall be open at the office of the Trustee during normal business hours on each Business Day and upon reasonable written notice for inspection by the Corporation, the Trustee or any Warrantholder. The Trustee shall, from time to time when requested to do so by the Corporation, furnish the Corporation with a list of the names and addresses of Warrantholders entered in the register kept by the Trustee showing the number of Warrants and the number of Common Shares which may then be acquired upon the exercise of the Warrants held by each such Warrantholder.

	(a)		The Corporation and the Trustee may deem and treat the registered Warrantholder of any Warrant Certificate as the absolute owner of the Warrant represented thereby for all purposes, and the Corporation and the Trustee shall not be affected by any notice or knowledge to the contrary, except where the Corporation or the Trustee is required to take notice by statute or by order of a court of competent jurisdiction. For greater certainty, subject to applicable law, neither the Corporation nor the Trustee will be bound to take notice of or see to the execution of any trust, whether express, implied or constructive, in respect of any Warrant, and may transfer any Warrant on the direction of the person registered as Warrantholder thereof, whether named as trustee or otherwise, as though that person were the beneficial owner thereof.
	(b)		Subject to the provisions of this Indenture and applicable law, each Warrantholder shall be entitled to the rights and privileges attaching to the Warrants held thereby. The exercise of the Warrants in accordance with the terms hereof and the receipt by any such

Warrantholder of Common Shares pursuant thereto shall be a good discharge to the Corporation and the Trustee with respect to such Warrants and neither the Corporation nor the Trustee shall be bound to inquire into the title of any such holder.

ARTICLE 3
Exercise of Warrants

(a)

The holder of any Warrant that is not in the form of a Global Warrant may exercise the right evidenced thereby conferred on such holder to acquire Common Shares by surrendering, prior to the Time of Expiry, to the Trustee at a Warrant Agency:

	(i)		the Warrant Certificate representing such Warrant, with a duly completed and executed exercise form in the form attached to the Warrant Certificate; and
	(ii)		a certified cheque or bank draft payable to or to the order of the Corporation (or payment in such other form as the Trustee may accept), in the amount of the aggregate Exercise Price of such Warrants being exercised.

A Warrant Certificate with the duly completed and executed exercise form referred to in this subsection 3.1(a) shall be deemed to be surrendered only upon personal delivery thereof or, if sent by mail or other means of transmission, upon actual receipt thereof at, in each case, a Warrant Agency or such other place or places that may be designated by the Corporation with the approval of the Trustee, provided that such Warrant Certificate is accompanied by the requisite payment of the aggregate Exercise Price for the Warrants represented thereby that are being exercised.

(b)

Any exercise form referred to in subsection 3.1(a) shall be signed by the Warrantholder or his executors, administrators or other legal representatives or his attorney duly appointed (such persons being obligated to provide the Trustee at the Warrant Agency with proof satisfactory to the Trustee of his or her authority to act on behalf of the Warrantholder) and shall specify:

	(i)		the number of Common Shares which the holder wishes to acquire (being not more than those which the holder is entitled to acquire pursuant to the Warrant Certificate(s) surrendered);
	(ii)		the person or persons in whose name or names such Common Shares are to be issued, and if such persons are individuals, the relevant social insurance numbers;
	(iii)		the address or addresses of such person or persons; and
	(iv)		the number of Common Shares to be issued to each such person if more than one is so specified.

If any of the Common Shares subscribed for are to be issued to a person or persons other than the Warrantholder, the Warrantholder shall pay to the Corporation or the Trustee on behalf of the Corporation, all applicable transfer or similar taxes and the Corporation shall not be required to issue or deliver certificates evidencing Common Shares unless or until such Warrantholder shall have paid to the Corporation, or the Trustee on behalf of

the Corporation, the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid or that none is due.

	(c)		In connection with the exchange of Warrant Certificates and exercise of Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation has appointed the principal office of the Trustee or its agent in each of the cities of Calgary, Vancouver and Toronto as an agency at which Warrant Certificates may be surrendered for exchange or at which Warrants may be exercised and the Trustee has accepted such appointment. The Corporation shall give notice to the Trustee of any change of the Warrant Agency.
	(d)		Anything herein to the contrary notwithstanding, in the case of Global Warrants, exercise notices may be delivered and such Warrants may be surrendered for exercise in accordance with the Applicable Procedures.

	(a)		Upon compliance by the holder of any Warrant Certificate with the provisions of Section 3.1, and subject to Section 3.3, the Common Shares subscribed for shall be deemed to have been issued as fully paid and non-assessable and the person or persons to whom such Common Shares are to be issued shall be deemed to have become the holder or holders of record of such Common Shares on the Exercise Date unless the transfer registers of the Corporation shall be closed on such date, in which case the Common Shares subscribed for shall be deemed to have been issued and such person or persons deemed to have become the holder or holders of record of such Common Shares, on the date on which such transfer registers are reopened.
	(b)		Within three Business Days after the Exercise Date of a Warrant as set forth above, the Corporation shall cause to be mailed to the person or persons in whose name or names the Common Shares so subscribed for have been issued, as specified in the exercise form completed in connection with the exercise of the Warrants, at the address specified in such exercise form or, if so specified in such exercise form, cause to be delivered to such person or persons at the Warrant Agency where the Warrant Certificate was surrendered, a certificate or certificates for the appropriate number of Common Shares subscribed for, or if requested, evidence of the Common Shares so subscribed for held in the Book-Based System.

(a)

The holder of any Warrants may acquire a number of Common Shares less than the number which the holder is entitled to acquire pursuant to the surrendered Warrant Certificate(s). In the event of any exercise of a number of Warrants less than the number which the holder is entitled to exercise, the holder of the Warrants upon exercise thereof shall, in addition, be entitled to receive, without charge therefor, a new Warrant Certificate(s) in respect of the balance of the Warrants which such holder was entitled to exercise pursuant to the surrendered Warrant Certificate(s) and which were not then exercised. If any interest in a Global Warrant is exercised in part, the amounts of such Global Warrant shall, in accordance with Applicable Procedures and instructions existing between the Depository and the Trustee, be proportionately reduced and an endorsement shall be made on such Global Warrant, by the Trustee to reflect such reduction.

(b)

Notwithstanding anything herein contained including any adjustment provided for in Article 4, the Corporation shall not be required, upon the exercise of any Warrants, to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of fractional Common Shares, the Corporation shall pay to the holder who would otherwise be entitled to receive fractional Common Shares upon an exercise of Warrants, within 10 Business Days after the date upon which the fractional Common Shares would have been issued, an amount in lawful money of the United States equal to the Current Market Price of the Common Shares as of the Exercise Date multiplied by an amount equal to the fractional interest of Common Shares such holder would otherwise be entitled to receive upon such exercise, provided that the Corporation shall not be required to make any payment, calculated as aforesaid, that is less than US$10.00. The price to be paid shall be provided by the Corporation in writing to the Trustee upon request.

Immediately after the Time of Expiry, all rights under any Warrant in respect of which the right of acquisition herein and therein provided for shall not have been exercised shall cease and terminate and such Warrant shall be void and of no further force or effect.

All Warrant Certificates surrendered to the Trustee pursuant to Sections 2.7, 2.8, 2.9, 3.1, 3.3, and 5.1 shall be cancelled by the Trustee and, after the expiry of any period of retention prescribed by law, destroyed by the Trustee and, upon written request by the Corporation, the Trustee shall furnish to the Corporation a destruction certificate identifying the Warrant Certificates so destroyed, the number of Warrants evidenced thereby and the number of Common Shares which could have been purchased pursuant thereto.

	(a)		The Trustee shall as soon as reasonably practicable account to the Corporation with respect to Warrants exercised. Any monies, securities or other instruments, from time to time received by the Trustee shall be received in trust for and shall be segregated and kept apart by the Trustee in trust for the Corporation.
	(b)		The Trustee shall record the particulars of Warrants exercised which shall include the names and addresses of the persons who become holders of Common Shares on exercise and the Exercise Date. Within five Business Days of each Exercise Date, the Trustee shall provide such particulars in writing to the Corporation.

ARTICLE 4
Adjustment of Number of Common Shares

The acquisition rights as they relate to Common Shares, attaching to the Warrants in effect at any date, and the Exercise Price in respect thereof, shall be subject to adjustment from time to time as follows:

(a)

If and whenever at any time during the Adjustment Period, the Corporation shall:

	(i)		subdivide, redivide or change the outstanding Common Shares into a greater number of shares,
	(ii)		reduce, combine or consolidate the outstanding Common Shares into a lesser number of shares, or
	(iii)		issue Common Shares or securities exchangeable for or convertible into Common Shares at no additional cost to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend or other distribution (other than the issue of Common Shares to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of Common Shares in lieu of Dividends Paid in the Ordinary Course on the Common Shares),

			(any of such events in these clauses (i), (ii) and (iii) being called a “ Common Share Reorganization ”), then effective immediately after the record date at which the holders of Common Shares are determined for the purposes of the Common Share Reorganization, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares at no additional cost are distributed, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date). Upon any adjustment to the Exercise Price pursuant to subsection 4.1(a), the number of Common Shares subject to the right of purchase under each Warrant shall be contemporaneously adjusted by multiplying the number of Common Shares which theretofore may have been purchased under such Warrant by a fraction of which the numerator shall be the respective Exercise Price in effect immediately prior to such adjustment and the denominator shall be the respective Exercise Price resulting from such adjustment.
	(b)		If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price of a Common Share on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date by a fraction of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose

of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be.

(c)

If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) securities of any class, whether of the Corporation or any other person (other than Common Shares and other than securities distributed to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of such securities in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (ii) rights, options or warrants (excluding those referred to in subsection 4.1(b)), (iii) evidences of its indebtedness or (iv) property or assets (excluding Dividends Paid in the Ordinary Course) then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price of a Common Share on such record date, less the aggregate fair market value (as determined by the directors, which determination shall be conclusive) of such securities shares, rights, options, warrants, evidences of indebtedness, property or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price; any Common Shares owned by or held for the account of the Corporation or any Subsidiar