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FORM 4D
WARRANT AMENDMENT SUMMARY FORM
AND CERTIFICATION
Re:Ausam Energy Corporation (the "Issuer").
Trading Symbol:AZE.
The following is an application to (please check the appropriate box):
Extend the term of Warrants X
Amend the price of Warrants¨
The Issuer is a: Tier 1 Issuer X Tier 2 Issuer¨
1.Terms of Original Private Placement
(a) Number of Listed Shares issued - Please see attached Schedule 1 for all terms of the various private placements relating to the issuance of the warrants being amended.
(b) Price Listed Shares issued at - Please see attached Schedule 1.
(c) Number of Warrants issued - Please see attached Schedule 1.
(d) Date of Announcement of Private Placement - Please see attached Schedule 1.
(e) Market Price at Date of Announcement of Private Placement - Please see attached Schedule 1.
(f) Original Warrant exercise price: - Please see attached Schedule 1
(g) Original term of Warrants - Please see attached Schedule 1.
(h) Original expiry date of Warrants - Please see attached Schedule 1.
(i) Percentage of Warrants held by Insiders - Please see attached Schedule 1. Note that the holders were not Insiders at the time that the warrants were issued.
(j) Indicate the number of Warrants, if any, which have been exercised, and the date of the exercise - Please see attached Schedule 1.
Please complete the relevant sections below disclosing the requested amendments.
(a) Extension of Warrant term applied for:
Amended Warrant expiry date - Please see attached Schedule 1.
Adjusted Warrant exercise price - Please see attached Schedule 1
(b) Amendment of Exercise Price applied for: - Please see attached Schedule 1
Amended Warrant exercise price - Please see attached Schedule 1
Is there a maximum 30 day exercise provision pursuant to section 5.3(b) of Policy 4.1? Yes¨ No X
If Yes, have all of the remaining Warrant holders consented to the repricing and reduced exercise provision? Yes¨ No X
If no, please explain. No re-pricing is occurring.
If there is a maximum 30 day exercise provision, at what price is the provision triggered? Not applicable.
3. Declaration
This Certification accompanies an application to the Exchange for acceptance of the Amendment of Warrant Terms (the "Filing").
The undersigned hereby certifies that:
a) the undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to make this Declaration;
b) the Filing is in all respects in accordance withPolicy 4.1 - Private Placements in effect as of the date of this Declaration, or any deviations therefrom are disclosed in this Form; and
c) there are no Material Changes in the affairs of the Issuer which have not been publicly disclosed.
Dated June 20, 2008.
/s/
Richard G. Lummis
Signature
Director and Vice President Compliance
SCHEDULE 1
NOTE - AUSAM TO CONFIRM ALL NUMBERS AND ROUNDING DUE TO CONSOLIDATION
Date of Original Private Placement and Type of Security Issued | |||
Terms of Original Private Placement Note - all figure reflect the 5:1 consolidation effective September 28, 2007 | February 8, 2007 Common Shares and Warrants | February 8, 2007 Preferred Shares and Warrants | September 7, 2007 Common Shares and Warrants |
Number of Listed Shares issued | 6,185,369 Common Shares | 3,993,334 First Preferred Shares, Series 2 | 251,371 Common Shares |
Price Listed Shares issued at | $3.20 per Common Share | $3.55 per Series 2 Preferred Share | US$2.70 per Common Share |
Number of Warrants issued | 3,092,682 Common Share purchase warrants | 1,996,666 Series 2 Preferred Share purchase warrants | 125,685 Common Share purchase warrants |
Date of Announcement of Private Placement | September 22, 2006 - initial February 9, 2007 - closing | September 22, 2006 - initial February 9, 2007 - closing | June 6, 2007 - initial September 10, 200 - closing |
Original Warrant exercise price | Year 1 - $3.25 Year 2 - $3.25 | Year 1 - $3.75 Year 2 - $3.75 | Year 1 - $3.25 Year 2 - $3.25 |
Original term of Warrants | Two years | Two years | Two years |
Original expiry date of Warrants | February 8, 2009 | February 8, 2009 | September 7, 2009 |
Percentage of Warrants held by Insiders | 5.98% | 54.25% | None |
Number of Warrants, if any, which have been exercised, and the date of the exercise | None | None | None |
Requested Amendments to Warrant Terms | |||
Extension of Warrant term applied for | Five years from date of issuance. New expiry date will be February 8, 2012 | Five years from date of issuance. New expiry date will be February 8, 2012 | Five years from date of issuance. New expiry date will be September 7, 2012 |
Adjusted Warrant exercise price | N/A | N/A | N/A |
Amendment of Exercise Price applied for | N/A | N/A | N/A |
