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THE TERMS AND CONDITIONS OF THE RIGHTS
OFFERING ARE SET FORTH IN THE COMPANY'S
PROSPECTUS DATED ______,2000 FILED WITH THE
U.S. SECURITIES AND EXCHANGE COMMISSION (THE
"PROSPECTUS") AND ARE INCORPORATED HEREIN BY
REFERENCE. COPIES OF THE PROSPECTUS ARE
AVAILABLE UPON REQUEST FROM THE COMPANY'S
AGENTS.
THIS CERTIFICATE OR A NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE
COMPANY'S AGENTS WITH A PAYMENT IN FULL
BY 4:30 P.M., E.D.T., ON _______,2000
(THE "EXPIRATION DATE").
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CERTIFICATE NUMBER NUMBER OF RIGHTS
NR - _____ ****************
CUSIP:______
CANADA SOUTHERN PETROLEUM LTD.
RIGHTS TO PURCHASE LIMITED VOTING SHARES OF CANADA SOUTHERN PETROLEUM LTD.
*****************
*****************
THIS CERTIFIES THAT
*****************
[address]
*****************
*****************
**[NUMBER OF RIGHTS] **
The registered owner whose name is inscribed hereon, or assigns, is
entitled to subscribe for Limited Voting Shares upon the terms and subject
to the conditions set forth in the Prospectus and instructions relating
thereto. The Rights represented by this Certificate may be exercised by
duly completing Form 1 and may be transferred, assigned, exercised or sold
through a bank or broker by duly completing Form 2. Rights Holders are
advised to review the Prospectus and Instructions, copies of which are
available form the Company's Agent, before exercising or selling their
Rights.
IMPORTANT: Complete appropriate FORM and, if applicable, delivery
instructions, and SIGN on reverse side.
THIS RIGHTS CERTIFICATE IS TRANSFERABLE AND MAY BE COMBINED OR DIVIDED
(BUT ONLY INTO CERTIFICATES EVIDENCING A WHOLE NUMBER OF RIGHTS) AT THE
OFFICE OF THE COMPANY'S AGENTS.
Date: ________,2000 COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY,
(NEW YORK, NY) TRANSFER AGENT AND REGISTRAR
BY:________________________________________
AUTHORIZED SIGNATURE - SECRETARY/PRESIDENT
<PAGE>
AN EXERCISE OF RIGHTS EVIDENCED HEREBY IS IRREVOCABLE.
FORM 1 - EXERCISE AND SUBSCRIPTION: The undersigned hereby irrevocably
exercises Rights to subscribe for Limited Voting Shares of Canada Southern
Petroleum Ltd. as indicated below, on the terms and subject to the conditions
specified in the Prospectus, the receipt of which is hereby acknowledged.
<TABLE>
(a) Number of Limited Voting Shares of Canada
Southern Petroleum Ltd. subscribed for pursuant
to the Guaranteed Allotment: (a)
<S> <C>
--------------------------------------------
(b) Number of shares subscribed for pursuant to the
right to
oversubscribe (Contingent Allotment). The
Guaranteed
Allotment must be exercised in full by the
Rights Holder
and the aggregate number of shares subscribed
for on
line (b) may not exceed two (2) times line (a)
above. (b)
--------------------------------------------
(c) Total (sum of lines (a) and (b)): (c)
--------------------------------------------
(d) Total Subscription Price (number of shares on
line (c)
multiplied by the Subscription Price of ____ (d)
(U.S.) or _____ (Can. per share): $
--------------------------------------------
</TABLE>
METHOD OF PAYMENT (CHECK AND COMPLETE APPROPRIATE BOX(ES)):
Agent in U.S. - American Stock Transfer and Trust Company
Agent in Canada - Montreal Trust Company of Canada
|_| CERTIFIED OR CASHIER'S CHECK DRAWN ON A BANK LOCATED IN CANADA OR IN
THE UNITED STATES OR POSTAL TELEGRAPHIC OR EXPRESS MONEY ORDER IN THE
AMOUNT OF $__________ PAYABLE TO THE COMPANY'S AGENT.
|_| WIRE TRANSFER IN THE AMOUNT OF $__________ DIRECTED.
PLEASE INDICATE THE NAME OF INSTITUTION WIRE TRANSFERRING:__________
|_| PERSONAL CHECK DRAWN ON A BANK LOCATED IN CANADA OR IN THE UNITED
STATES IN THE AMOUNT OF $_________ PAYABLE TO THE COMPANY'S AGENT.
(e) If the instructions of the registered holder hereof are insufficient to
delineate the proper action to be taken with respect to all of the
Rights evidenced hereby, only such action as is clearly delineated in
such holder's instructions will be taken and any remaining Rights to
which such holder is entitled will automatically terminate at the
Expiration Time.
------------------------
* If the aggregate Subscription Price enclosed or transmitted is insufficient to
purchase the number of shares indicated on line (c), or if the number of shares
being subscribed for is not specified, the Rights Holder exercising this Right
will be deemed to have exercised first, the Guaranteed Allotment and second, the
Contingent Allotment to purchase shares to the full extent of the payment
tendered (subject only to reduction under certain circumstances described in the
Prospectus). If the aggregate Subscription Price enclosed or transmitted exceeds
the amount necessary to purchase the number of shares that are stated to be
subscribed for on line (c), then the person subscribing pursuant hereto shall be
deemed to have exercised first, the Guaranteed Allotment (if not already
exercised) and second, the Contingent Allotment to the full extent of the excess
payment tendered. If the Subscription Price enclosed or transmitted exceeds the
Rights Holder's Guaranteed Allotment and Contingent Allotment as a result of pro
rata allocations as described in the Prospectus, then the excess amount will be
refunded to the Rights Holder without interest promptly following the Expiration
Date.
FORM 2 - TO TRANSFER YOUR CERTIFICATE OR SOME OR ALL OF YOUR RIGHTS YOU
MUST COMPLETE THIS FORM 2 AND DELIVER THIS CERTIFICATE TO THE AGENT IN
ACCORDANCE WITH THE INSTRUCTIONS: For value received ________________ Rights
represented by this Certificate are hereby assigned to (please print name and
address and Social Security No., Social Insurance No. or taxpayer ID No. of the
transferee).
Name: _______________________________________________________________________
Address: _______________________________________________________________________
_______________________________________________________________________
_______________________________PROVIDE GUARANTEE OF SIGNATURE(S), BELOW
Social Security No., Social Insurance No. or Taxpayer ID No.
<PAGE>
FORM 3 - SPECIAL ISSUANCE OR DELIVERY INSTRUCTIONS: Unless otherwise
indicated below, the Agent is hereby authorized to issue and deliver any
certificates for Canada Southern Petroleum Ltd. Limited Voting Shares to the
undersigned at the address appearing on the face of this Certificate.
Name and/or address for issuance and/or delivery of any Canada Southern
Petroleum Ltd. Limited Voting Shares.
Name: __________________________________________________
Address: ______________________________________________________________________
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IMPORTANT:
IF RIGHTS ARE BEING EXERCISED OR TRANSFERRED OR IF SPECIAL ISSUANCE OR DELIVERY
INSTRUCTIONS ARE BEING MADE, RIGHTS HOLDERS MUST SIGN HERE
________________________________________________________________________________
________________________________________________________________________________
(Signature(s) of registered holder(s))
Dated _____________________ 2000
Must be signed by registered holder(s) exactly as name(s) appear(s) on this
Certificate. If signature is by trustee(s), executor(s), administrator(s),
guardian(s), attorney(s)-in-fact, agent(s), officer(s) of a corporation or
another acting in a fiduciary or representative capacity, please provide the
following information. See Instructions.)
Name(s): __________________________________________________________________
__________________________________________________________________
(Please Print)
Capacity (Full Title): _____________________________________________________
Address:____________________________________________________________________
(Including Zip Code)
Area Code and Telephone Number: ____________________________________________
(Home) (Business)
Tax Identification Number, Social Insurance Number or Social Security
Number_____________________________________________________________________
GUARANTEE OF SIGNATURE(S)
Authorized Signature: ______________________________________________________
Name: ___________________________________________________________________
Title: ___________________________________________________________________
Name of Firm: ______________________________________________________________
Address: __________________________________________________________
Area Code and Telephone Number: ____________________________________________
Date: _________________________, 2000
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