8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934 (the "Act")

June 21, 2007

(Date of earliest event reported)

GEOGLOBAL RESOURCES INC.

(Exact name of Registrant as specified in its Charter)

Delaware (State or other jurisdiction of incorporation or organization) 1-32158 (Commission File Number) 33-0464753 (I.R.S. Employer Identification No.)

310, 605 – 1^st Street S.W.

Calgary, Alberta, Canada T2P 3S9

(Address of principal executive offices)

Telephone Number (403) 777-9250

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

(Former name or address, if changed since last report)

Item 1.01.  Entry into a Material Definitive Agreement

On June 21, 2007, GeoGlobal Resources Inc. (the “Company”) completed the issue and sale of 5,680,000 Units (the “Units”) of the Company’s securities pursuant to an Agency Agreement dated June 20, 2007 entered into with Primary Capital Inc. and Jones Gable & Company Limited, (collectively the “Agents”) .  The Agents were engaged by the Company to use their best efforts to offer the Units for sale.  Each Unit was comprised of one (1) share of Common Stock and one-half of one (1/2) common stock purchase warrant (“Purchase Warrant”) with each full Purchase Warrant entitling the holder to purchase one (1) share of Common Stock.  The Units were offered for sale at a price of $5.00 per Unit and the Purchase Warrants included in the Units are exercisable through June 20, 2009 at a price of $7.50 per share.  If (i) the Company’s shares of Common Stock trade on the American Stock Exchange at a price of $12.00 or more for twenty consecutive trading days, (ii) a registration statement under the U.S. Securities Act of 1933, as amended (the “Securities Act”), relating to the resale of the shares of Common Stock included in the Units and the underlying Purchase Warrants has been declared effective by the U.S. Securities and Exchange Commission (“SEC”), and (iii) the hold period for the shares of Common Stock included in the Units under applicable Canadian law has expired, then the term of the Purchase Warrants will expire thirty (30) days following the issuance of a press release by the Company announcing the accelerated expiration date of the Purchase Warrants.

Pursuant to the Subscription Agreements between the Company and the investors in the 5,680,000 Units, $28,400,000 of gross proceeds were received by the Company, before deducting a commission of 6% paid to the Agents for their services and other offering expenses.  The Agents were also issued, as additional compensation for their services, compensation options entitling them to purchase an aggregate of 340,800 common shares at an exercise price of US$5.00 per share through June 20, 2009.

Pursuant to the terms of the transaction, the Company entered into a Registration Rights Agreement with the Agents whereby the Company agreed to prepare and file at its expense with the SEC as promptly as practicable and in any event prior to 5:00 pm eastern time on August 18, 2007 a registration statement under the Securities Act, for an offering on a continuous shelf basis of the shares of Common Stock included in the Units and issuable on exercise of the Purchase Warrants included in the Units. Such registration statement is also to include the shares of Common Stock issuable to the Agents on exercise of the compensation options.  In the event the Company fails to file the registration statement with the U.S. Securities and Exchange Commission prior to 5:00 pm eastern time on August 18, 2007, each purchaser of the Units, including the Agents on exercise of their compensation options, will receive for nominal consideration, an additional 0.10 of one Unit, comprised of one (1) share of Common Stock and one-half of one (1/2) Purchase Warrant on the same terms, except that the Agents will receive the right to purchase an additional 0.10 of one share only.

Item 3.02.                         Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02.

The securities described under Item 1.01 were sold to persons not residents of the United States and the Company relied on Regulation S under the Securities Act, in effecting the sale of the securities without compliance with the registration requirements of the Securities Act.

Item 9.01.  Financial Statements and Exhibits.

(a)           Financial statements of business acquired.

Not applicable

(b)           Pro forma financial information

Not applicable

(c)           Exhibits:

10.1   Agency Agreement dated June 20, 2007 between the Company and Primary Capital Inc. and Jones, Gable & Company Limited (the "Agents").

10.2   Form of Subscription Agreement entered into by subscribers relating to the offer and sale of Units by the Agents.

10.3   Form of Warrant Certificate issued to subscribers relating to the offer and sale of Units.

10.4   Registration Rights Agreement dated June 19, 2007 between the Company and Primary Capital Inc. and Jones, Gable & Company Limited (the "Agents").

10.5   Form of Rights Certificate issued to subscribers relating to the offer and sale of Units.

10.6   Compensation Option dated June 20, 2007 between the Company and Primary Capital Inc. for the issuance of 170,400 compensation options.

10.7   Compensation Option dated June 20, 2007 between the Company and Jones, Gable & Company Limited for the issuance of 170,400 compensation options.

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated:  June 27, 2007

GEOGLOBAL RESOURCES INC.

(Registrant)

/s/ Allan J. Kent

Allan J. Kent

Executive VP & CFO

EX-10.1

AGENCY AGREEMENT

June 20, 2007

GeoGlobal Resources Inc.

605 – 1^st Street S.W., Suite 310

Calgary, Alberta  T2P 3S9

Attention:                                Allan J. Kent, Executive Vice President and Chief Financial Officer

Dear Sirs/Mesdames:

Primary Capital Inc. (“Primary Capital”) and Jones, Gable & Company Limited (the “Agents”) understand that GeoGlobal Resources Inc. (the “Corporation”) proposes to issue and offer for sale, by way of private placement, up to 5,680,000 units of the Corporation (the “Units”) at a price of U.S.$5.00 per Unit for aggregate gross proceeds of up to U.S.$28,400,000 (the “Offering”).  Each Unit consists of one Common Share (as defined herein) (each, a “Unit Share”) and one-half of one common share purchase warrant of the Corporation (each whole common share purchase warrant, a “Warrant”).  Each Warrant entitles the holder thereof to purchase one Common Share (each, a “Warrant Share”) at an exercise price of U.S.$7.50 at any time (such period, the “Warrant Term”) prior to 5:00 p.m. (Toronto time) on the date that is 24 months following the Closing Date (as defined herein), provided that if (i) the trading price of the Common Shares on the American Stock Exchange (the “AMEX”) or on any other exchange on which the Common Shares are listed is U.S.$12.00 or more for 20 consecutive trading days, (ii) the Registration Statement (as defined herein) has been declared effective by the United States Securities and Exchange Commission (the “SEC”), and (iii) the hold periods imposed upon the Underlying Securities (as defined herein) pursuant to applicable Canadian Securities Laws (as defined herein) have expired (the occurrence of all such events, the “Acceleration Event”), then the Warrant Term shall expire at 5:00 p.m. (Toronto time) on the date which is the 30^th day following the date of issuance by the Corporation of a news release announcing the change to the Warrant Term (or if such 30^th day is not a Business Day (as defined herein), then on the first Business Day after such 30^th day).

The Agents further understand that, as part of the Offering, each purchaser of Units shall also receive one non-transferable right (each, a “Right”) for each Unit purchased (all such Rights to be issued under the Offering, together with all of the Units to be sold under the Offering, the “Offered Securities”), each Right entitling the purchaser to receive, for nominal consideration, an additional 0.10 of one Unit (each such whole Unit, a “Rights Unit”) in the event that the Registration Statement is not filed with the SEC prior to 5:00 p.m. (Toronto time) on the date that is 60 days following the Closing Date (the “Registration Filing Deadline”).

The Agents hereby offer to act, and upon their acceptance hereof, the Corporation hereby appoints the Agents, as the Corporation’s exclusive agents to offer the Offered Securities for sale, on a best efforts basis, upon and subject to the terms and conditions set forth herein.  The Corporation understands that the Agents are not obliged under any circumstances to purchase any of the Offered Securities.

The Agents may form and manage a group of Canadian investment dealers to offer the Offered Securities for sale.  Subject to the terms hereof, the Corporation understands that no such investment dealer is obliged under any circumstances to purchase any of the Offered Securities.  The Agents may determine the remuneration payable to such investment dealers appointed by them, provided that any fee charged by such investment dealers shall not exceed the Agents’ Fee (as defined herein) and shall be payable by the Agents.

In consideration of the services to be rendered to the Corporation by the Agents pursuant to this agreement, at the Closing Time (as defined herein), the Corporation shall pay to the Agents a fee equal to 6% of the gross proceeds from the Offering (the “Agents’ Fee”) and shall issue to the Agents compensation options (the “Compensation Options”) entitling the Agents to purchase up to that number of Common Shares (the “Compensation Shares”) that is equal to 6% of the number of Units sold pursuant to the Offering, subject to adjustment as described in the certificates evidencing the Compensation Options, at an exercise price of U.S.$5.00 per Compensation Share at any time prior to 5:00 p.m. (Toronto time) on the date that is 24 months following the Closing Date.  At the Closing Time, the Agents shall also receive one non-transferable right (each, a “Compensation Right”) for each Compensation Option issued to the Agents, each Compensation Right entitling the Agents to receive, for nominal consideration, an additional 0.10 of one Compensation Share for each Compensation Share purchased by the Agents (whether purchased before or after the Registration Filing Deadline), in the event that the Registration Statement is not filed with the SEC prior to the Registration Filing Deadline.  The Compensation Options and the Compensation Rights will be evidenced by one or more certificates (the “Compensation Option Certificates”).

DEFINITIONS

In this agreement, in addition to the terms defined above or elsewhere in this agreement, and unless otherwise indicated or the context manifestly requires otherwise, the following terms shall have the following meanings:

“agreement” means the agreement resulting from the acceptance hereof by the Corporation;

“Agreements” means this agreement, the Subscription Agreements, the Registration Rights Agreement, the Warrant Certificates, the Right Certificates and the Compensation Option Certificates;

“AMEX” means the American Stock Exchange;

“Business Day” means a day on which chartered banks are normally open for business in Toronto, Ontario, excluding Saturdays, Sundays or statutory or civic holidays;

“Canadian Securities Laws” means all applicable securities laws in each of the Offering Provinces and the respective regulations made thereunder, together with applicable published policy statements, rules and orders of the securities regulatory authorities in such provinces;

“Closing” means the completion of the issue and sale by the Corporation of the Offered Securities and the purchase by the Purchasers of the Offered Securities pursuant to this agreement, which may, at the option of the Agents, occur on one or more separate occasions, each of which occasion shall be a “Closing” for the purposes of this agreement;

“Closing Date” means June 20, 2007 or such other date as the Corporation and the Agents may agree upon;

“Closing Time” means 10:00 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Corporation and the Agents may agree upon;

“Common Shares” means the common shares of the Corporation as constituted on the date hereof;

“Corporation’s Information Record” means all the reports filed by the Corporation since January 1, 2004 pursuant to Section 13 of the U.S. Exchange Act (and including extracts or portions thereof), press releases issued by the Corporation, Schedules 14A filed pursuant to Section 14 of the U.S. Exchange Act, registration statements filed by the Corporation since January 1, 2004 pursuant to the U.S. Securities Act and other documents which have been filed by or on behalf of the Corporation with the SEC or the Canadian securities regulatory authorities and the SEC;

“Financial Statements” means the audited consolidated balance sheets of the Corporation as at December 31, 2006 and December 31, 2005, the audited consolidated statements of operations, stockholders’ equity and cash flows of the Corporation for the years ended December 31, 2006, December 31, 2005 and December 31, 2004, the unaudited consolidated balance sheet of the Corporation as at March 31, 2007, and the unaudited consolidated statements of operations and cash flows of the Corporation for the three months ended March 31, 2007 and March 31, 2006, together with the notes thereto;

“GeoGlobal Barbados” means GeoGlobal Resources (Barbados) Inc., a corporation constituted under the laws of Barbados and an indirect wholly-owned subsidiary of the Corporation;

“GeoGlobal Barbados Participating Interests” means, collectively, the CB 2002/2 Participating Interest, the CB 2002/3 Participating Interest, the CB 2 Participating Interest, the DS Participating Interest, the CB 2003/2 Participating Interest, the KG 2004/1 Participating Interest, the RJ 2004/2 Participating Interest, the RJ 2004/3 Participating Interest and the DS 2004/1 Participating Interest, each defined in subsection 6(bbb) hereof;

“GeoGlobal Canada” means GeoGlobal Resources (Canada) Inc., a corporation incorporated under the laws of the Province of Alberta and a wholly-owned subsidiary of the Corporation;

“GeoGlobal India” means GeoGlobal Resources (India) Inc., a corporation constituted under the laws of Barbados and a wholly-owned subsidiary of the Corporation;

“misrepresentation”, “material fact”, “material change” and “distribution” have the respective meanings ascribed thereto in the Securities Act (Ontario), except as otherwise expressly provided herein;

“Offering Provinces” means the provinces of British Columbia, Alberta and Ontario and such other provinces of Canada as the Corporation and the Agents may agree upon;

“Purchasers” means the persons who acquire Offered Securities from the Corporation by executing Subscription Agreements accepted by the Corporation, and permitted assignees or transferees of such persons from time to time;

“Registration Rights Agreement” means the agreement to be entered into between the Corporation and the Agents on or before the Closing Date pursuant to which the Corporation shall grant certain registration rights to the Purchasers in respect of the Underlying Shares;

“Registration Statement” means a registration statement with respect to the resale of the Underlying Shares prepared in the appropriate form as prescribed by the SEC;

“Regulation S” means Regulation S adopted by the SEC under the U.S. Securities Act;

“Right Certificates” means the certificates evidencing the Rights to be executed by the Corporation, in form and substance satisfactory to the Corporation and the Agents;

“Subscription Agreement” means a subscription agreement executed by a Purchaser and accepted by the Corporation in the form agreed upon by the Corporation and the Agents;

“Subsidiaries” means GeoGlobal Barbados, GeoGlobal Canada and GeoGlobal India, being all of the subsidiaries (as defined in the Business Corporations Act (Ontario)) of the Corporation;

“Underlying Shares” means, collectively, the Unit Shares, the Warrant Shares and the Compensation Shares and, in the event that the Corporation fails to file the Registration Statement prior to the Registration Filing Deadline, “Underlying Shares” shall include the Unit Shares forming part of the Rights Units and the Warrant Shares issuable upon exercise of the Warrants forming part of the Rights Units and, for the purposes of clarity, shall include any additional Compensation Shares issuable to the Agents as a result of the exercise of Compensation Options granted pursuant to the Compensation Rights;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended; and

“Warrant Certificates” means the certificates evidencing the Warrants to be executed by the Corporation, in form and substance satisfactory to the Corporation and the Agents.

INTERPRETATION

The division of this agreement into sections, subsections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this agreement.  Unless otherwise inconsistent therewith, references in this agreement to sections, subsections, paragraphs and other subdivisions are to sections, subsections, paragraphs and other subdivisions of this agreement.  In this agreement, words importing the singular number only include the plural and vice versa and words importing gender include all genders.

TERMS AND CONDITIONS

1.   Sale on Exempt Basis.  The Agents shall:

(a)   offer for sale and sell the Offered Securities in Canada only in the Offering Provinces in compliance with all applicable Canadian Securities Laws and pursuant to Regulation S or outside of Canada and the United States in compliance with applicable laws and pursuant to Regulation S; provided that any offer or sale in any jurisdiction other than an Offering Province shall be effected in a manner exempt from the applicable prospectus or registration requirements under the securities legislation of the jurisdiction in which such Purchaser resides, and provided further that all of the forgoing shall be conducted in accordance with Schedule “A” hereto;

(b)   offer for sale and sell the Offered Securities only to such Purchasers and in such manner so that, pursuant to the provisions of Canadian Securities Laws, no prospectus or offering memorandum need be filed or delivered in connection therewith;

(c)   not offer for sale or sell the Offered Securities in any jurisdiction where the Corporation may be subject to liability in connection with the sale of the Offered Securities which is materially more onerous than the liability to which it may be subject under Canadian Securities Laws; and

(d)   obtain from each Purchaser an executed Subscription Agreement subject to acceptance by the Corporation.

The Agents and the Corporation hereby agree that the offer and sale of the Offered Securities will be made in compliance with the provisions of Schedule “A” attached hereto.

2.   Filings.  The Corporation undertakes to file or cause to be filed all forms or undertakings required to be filed by the Corporation and the Purchasers, respectively, in connection with the purchase and sale of the Offered Securities so that the distribution of the Offered Securities may lawfully occur without the necessity of filing a prospectus or an offering memorandum in the Offering Provinces or elsewhere, and the Agents undertake to use their reasonable best efforts to cause Purchasers to complete and file, if required, any forms or undertakings required by Canadian Securities Laws or any other applicable securities laws.  All such filings shall be made by the Corporation on behalf of the party legally responsible to file the same and all fees payable in connection with such filings shall be at the sole expense of the Corporation.

3.   No Offering Memorandum.  Neither the Corporation nor the Agents shall (i) provide to prospective purchasers an offering memorandum within the meaning of Canadian Securities Laws; or (ii) cause the sale of the Offered Securities to be advertised in printed public media of general and regular paid circulation, radio, television or telecommunications, including electronic display and the internet.  The Corporation represents and warrants that the documents made available to the Agents for distribution to prospective purchasers in connection with the Offering are the Subscription Agreement, the term sheet and the Corporation’s Information Record and such documents do not constitute an offering memorandum under Canadian Securities Laws.  The Agents represent and warrant that they shall only distribute to prospective purchasers the Subscription Agreement, the term sheet and any documents from the Corporation’s Information Record.  The Agents further represent and warrant that they shall offer for sale and sell the Offered Securities only in those jurisdictions contemplated in subsection 1(a) and not elsewhere, without the express consent of the Corporation.

4.   Covenants of the Corporation.  The Corporation hereby covenants to the Agents, the Purchasers and their respective permitted assigns and acknowledges that each of them is relying on such covenants in connection with the purchase of the Units, that the Corporation shall:

(a) for a period of 24 months following the Closing Date, maintain its status as a reporting issuer under Canadian Securities Laws in the provinces of British Columbia, Alberta, Ontario and Québec not in default of any requirement of such Canadian Securities Law;

(b) for a period of 24 months following the Closing Date, maintain the listing of the Common Shares, including the Underlying Shares, on the AMEX or such other stock exchange as may be acceptable to the Agents;

(c) as promptly as practicable after the Closing Date, file the Registration Statement with the SEC and thereafter use its best efforts to have the Registration Statement declared effective by the SEC;

(d) for a period of 150 days following the Closing Date, not issue or announce the issuance of any Common Shares or any securities convertible into, exchangeable for or exercisable to acquire Common Shares, without the prior consent of the Agents, acting reasonably, other than:

(i) options granted pursuant to any of the Corporation’s stock option plans or stock purchase plans;

(ii) any Common Shares issued pursuant to the exercise of any options granted pursuant to such stock option or stock purchase plans, outstanding common share purchase warrants, including the Warrants, or the Compensation Options; or

(iii) pursuant to non-brokered private placement transactions contemplated to be completed simultaneously with the closing of the Offering, provided that none of the Corporation, the Subsidiaries, any of their affiliates, or any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of any of the Offered Securities under the U.S. Securities Act or cause this Offering to be integrated with prior or concurrent offerings by the Corporation for purposes of the U.S. Securities Act or any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Corporation are listed or designated.  None of the Corporation, the Subsidiaries, their affiliates and any person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of any of the Offered Securities under the U.S. Securities Act or cause the Offering to be integrated with other offerings;

(e) take all steps necessary to:  (A) authorize the execution and delivery of the Agreements; (B) authorize the issuance of the Underlying Shares and ensure that sufficient unreserved Common Shares are available for the issuance of the Underlying Shares; (C) authorize the creation of the Warrants, the Rights, the Compensation Options and the Compensation Rights; and (D) ensure that the Underlying Shares are or will be upon their issue listed and posted for trading on the AMEX or any other stock exchange on which the Common Shares are listed for trading from time to time;

(f) fulfill all legal requirements applicable to it to permit the Offering, including, without limitation, compliance with all Canadian Securities Laws to enable the Offered Securities to be offered for sale and sold to Purchasers without the necessity of filing a prospectus or registration statement in the Offering Provinces or in any other jurisdiction;

(g) at all times prior to the Closing Date, allow the Agents and their representatives to conduct all due diligence which the Agents may reasonably require and use its best efforts to make available the Corporation’s senior management, counsel, auditors, independent engineers and other applicable experts to answer any questions which the Agents (or another syndicate member) have or may have, including, without limiting the generality of the foregoing, any questions posed at one or more due diligence sessions to be held prior to the Closing Time, for which the Agents (or their counsel) shall distribute in advance a list of written questions to be answered thereat and to which the Corporation shall provide written responses, at or prior to each session, and the Corporation shall use its reasonable best efforts to have written responses provided at or prior to each session by its outside consultants, auditors, independent engineers and other experts who have been asked by the Agents (or another syndicate member) or their counsel to attend thereat to respond to questions;

(h) use its best efforts to fulfill, at or prior to the Closing Date, each of the conditions set out in Section 8;

(i) use the net proceeds derived from the Offering for the exploration and development of the newly acquired NELP-VI exploration blocks and all other exploration blocks acquired hereafter, and for general corporate purposes;

(j) use its best efforts to obtain the necessary regulatory consents from the securities regulatory authorities in each of the Offering Provinces in respect of the transactions contemplated by this agreement, on such terms as are mutually acceptable to the Agents and the Corporation, acting reasonably; and

(k) forthwith after the Closing, file such documents as may be required under the Canadian Securities Laws relating to the Offering which, without limiting the generality of the foregoing, shall include a Form 45-106F1 as prescribed by National Instrument 45-106 Prospectus and Registration Exemptions.

5.   Material Changes.  If, at any time after the date hereof until Closing, there occurs any material change or material changes (actual, proposed or prospective) in the business, affairs, operations, assets, liabilities, capital or prospects of the Corporation considered as a whole, the Corporation shall:

(a)   promptly notify the Agents, in writing, providing full particulars of any such change(s); and

(b)   file or cause to be filed with promptness, and in any event within any statutory limitation period therefor, any document required to be filed with any regulatory body having jurisdiction and comply with all requirements of any applicable securities legislation of such jurisdiction.

The Corporation shall in good faith discuss with the Agents any change in circumstances (actual, proposed or prospective) in respect of which there is reasonable doubt whether written notice should be given to the Agents pursuant to this section.

6.   Representations and Warranties of the Corporation.  The Corporation represents and warrants to the Agents and the Purchasers, and acknowledges that the Agents and the Purchasers are each relying upon such representations and warranties in entering into this agreement and the Subscription Agreements or purchasing Offered Securities, as the case may be, that:

(a)   each of the Corporation and the Subsidiaries has been duly incorporated or organized and is validly existing under the laws of the jurisdiction of its incorporation or organization and has all requisite corporate capacity, power and authority to carry on its business as now conducted by it and as is presently proposed to be conducted by it and to own, lease and operate its assets;

(b)   the Subsidiaries are the only subsidiaries of the Corporation and the Corporation is the registered and beneficial owner of all of the issued and outstanding securities of each Subsidiary, free and clear of all mortgages, liens, charges, pledges, encumbrances, security interests, adverse claims or demands of any kind whatsoever, and neither the Corporation nor any of the Subsidiaries is a party to nor has it granted any agreement, warrant, option, right or privilege capable of becoming an agreement, for the purchase, subscription or issuance of any securities of any Subsidiary;

(c)   each of the Corporation and the Subsidiaries is duly qualified to carry on business under the laws of the jurisdiction in which it carries on its business or proposes to carry on business and is in good standing in each of such jurisdictions;

(d)   each of the Corporation and the Subsidiaries holds all material licences, certificates, registrations, permits, consents or qualifications required in order to enable its business to be carried on as now conducted or as proposed to be conducted, and all such licences, certificates, registrations, permits, consents and qualifications are valid and subsisting and in good standing and neither the Corporation nor any Subsidiary has received any notice of proceedings related to the revocation or modification of any such licence, certificate, registration, permit, consent or qualification;

(e)   each of the Corporation and the Subsidiaries has conducted and is conducting its business in material compliance with all applicable laws, by-laws, rules and regulations of each jurisdiction in which that business is carried on and the Corporation is not aware of any fact or circumstance that would reasonably be expected to have a material adverse effect upon the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Corporation on a consolidated basis;

(f)   no consent, approval, permit, authorization, order of or filing with any court or governmental agency or body is required by the Corporation for the execution and delivery of and the performance by the Corporation of its obligations under this agreement, except as may be required under the Canadian Securities Laws, the U.S. Securities Act and applicable state securities laws and the rules of the AMEX, all of which have been or will be obtained or filed, as the case may be, in a timely manner in accordance with such laws and rules;

(g)   none of the execution and delivery of the Agreements, the performance by the Corporation of its obligations hereunder or thereunder, the issuance and sale of the Offered Securities hereunder, the issuance of the Warrants, the issuance of the Compensation Options and the Compensation Rights to the Agents, or the issuance of the Underlying Shares will:  (A) conflict with or result in a breach of or create a state of facts which, after notice or lapse of time or both, will result in a breach of (i) any statute, rule or regulation applicable to the Corporation; (ii) Canadian Securities Laws; (iii) the constating documents, by-laws or resolutions of the directors (or any committee thereof) or shareholders of the Corporation or any of the Subsidiaries which are in effect at the date hereof, (iv) any mortgage, note, indenture, contract, agreement, instrument, lease or other document to which the Corporation or any Subsidiary is a party or by which it is bound; or (v) any judgement, decree or order binding the Corporation or any of the Subsidiaries or their respective properties or assets; (B) require the consent, approval, authorization, registration or qualification of or with any governmental authority, stock exchange, securities association or other third party, except:  (i) such as have been obtained; or (ii) such as may be required (and shall be obtained prior to the Closing Time) under Canadian Securities Laws; or (C) give rise to any lien, charge or claim in or with respect to the properties or assets of the Corporation or any of the Subsidiaries or the acceleration of or the maturity of any debt under any indenture, mortgage, lease, agreement or instrument binding or affecting the Corporation or any of the Subsidiaries or any of their respective properties or assets;

(h)   the Financial Statements:

(i)   have been prepared in accordance with United States generally accepted accounting principles applied on a basis consistent with those of preceding fiscal periods;

(ii)   present fully, fairly and correctly the consolidated assets, liabilities and financial condition of the Corporation as at the dates at which they were prepared and the consolidated results of its operations, stockholders’ equity and cash flows for the periods then ended;

(iii)   are in accordance with the consolidated books and records of the Corporation; and

(iv)   contain and reflect all necessary adjustments for the fair presentation on a consolidated basis of the results of its operations, stockholders’ equity and cash flows for the periods covered thereby,

and, since December 31, 2006, other than as publicly disclosed in the Corporation’s Information Record, there has not been any material adverse change in the consolidated financial position of the Corporation or the Corporation’s consolidated assets or liabilities (including, without limitation, any write-down of assets), or the capital stock or consolidated long-term debt of the Corporation;

(i)   the Corporation and each of the Subsidiaries has filed all necessary tax returns and notices and has paid all applicable taxes of whatever nature for all tax years to the date hereof to the extent such taxes have become due or have been alleged to be due and the Corporation is not aware of any tax deficiencies or interest or penalties accrued or accruing, or alleged to be accrued or accruing, thereon with respect to the Corporation or any of the Subsidiaries where, in any of the above cases, it would reasonably be expected to result in any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Corporation on a consolidated basis;

(j)   the Corporation is, and will at the Closing Time be, a reporting issuer in good standing under the securities laws of the provinces of Ontario, Alberta, British Columbia and Québec and has a class of equity securities registered pursuant to Section 12(b) of the U.S. Exchange Act and, pursuant thereto, is obligated to file periodic and other reports and schedules with the SEC and is current in, and will at the Closing Time be current in, filing all such periodic reports and schedules and the Corporation has complied with its obligations under Canadian Securities Laws to make timely disclosure of all material changes relating to it and no such disclosure has been made on a confidential basis and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed under Canadian Securities Laws;

(k)   the Corporation has taken no action designed to, or reasonably likely to have the effect of, terminating the registration of the Common Shares under the U.S. Exchange Act nor has the Corporation received any notification that the SEC is contemplating terminating such registration;

(l)   no portion of the Corporation’s Information Record contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, as at its date of filing;

(m)   the authorized capital of the Corporation consists of 100,000,000 Common Shares and 1,000,000 preferred shares, of which, as at June 15, 2007, 66,335,756 Common Shares and no preferred shares are issued and outstanding as fully paid and non-assessable shares of the Corporation;

(n)   Computershare Trust Co., NA at its principal offices in the City of Golden, Colorado, United States, has been duly appointed as the registrar and transfer agent for the Common Shares;

(o)   the outstanding Common Shares are listed for trading on the AMEX and no order ceasing or suspending trading in any securities of the Corporation or prohibiting the issue and sale of securities by the Corporation has been issued and, to the best of the Corporation’s knowledge, no proceedings for such purpose have been instituted or are pending, contemplated or threatened;

(p)   the attributes of the Offered Securities, the Compensation Options and the Compensation Rights, and of all the securities forming part thereof or issuable upon exercise thereof shall conform in all material respects with the description thereof in this agreement and the Subscription Agreements;

(q)   each of the form of certificate representing the Unit Shares, the Warrant Certificate, the Right Certificate and the Compensation Option Certificate has been duly approved by the directors of the Corporation, does not conflict with the constating documents of the Corporation and, to the extent applicable, is in proper form under the laws of the State of Delaware and complies with the rules of the AMEX;

(r)   the Corporation is not a party to nor has it granted any agreement, warrant, option, right or privilege capable of becoming an agreement, for the purchase, subscription or issuance of any Common Shares or securities convertible into or exchangeable for Common Shares, other than pursuant to the Offering and except pursuant to existing outstanding options, rights, warrants, convertible securities and obligations as set out in Schedule “B” attached hereto;

(s)   each of the Agreements has been, is or will be upon execution thereof, duly authorized, executed and delivered by the Corporation and constitutes, or will constitute when executed, a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms except that:  (i) the enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally, (ii) rights of indemnity, contribution and waiver of contribution thereunder may be limited under applicable law, and (iii) equitable remedies, including, without limitation, specific performance and injunctive relief, may be granted only in the discretion of a court of competent jurisdiction;

(t)   other than the Agents, there is no person, firm or company acting or purporting to act at the request of the Corporation, who is entitled to any brokerage, agency, finder’s or similar fee in connection with the transactions contemplated herein;

(u)   the Corporation has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its shares or securities of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares or securities or agreed to do any of the foregoing;

(v)   there is not, in the articles or by-laws of the Corporation or in any agreement, mortgage, note, debenture, indenture or other instrument or document to which the Corporation is a party, any restriction upon or impediment to the declaration or payment of dividends by the directors of the Corporation, the payment of dividends by the Corporation to the holders of its Common Shares or the carrying on of business as currently contemplated;

(w)   the Corporation has not withheld, and will not withhold from the Agents at any time during the distribution of the Offered Securities, any facts relating to the Corporation or any Subsidiary including, without limitation, facts relating to any threatened or pending legal, regulatory or administrative proceeding, or to the Offering that would be material to a prospective purchaser of the Offered Securities;

(x)   at the Closing Time, all necessary corporate action will have been taken by the Corporation to (i) create the Warrants, the Rights, the Compensation Options and the Compensation Rights, (ii) authorize the Corporation to enter into the Agreements, and (iii) allot and authorize the issuance of the Underlying Shares which, when issued in the case of the Unit Shares, and when issued in accordance with their terms in the case of the other Underlying Shares, will be issued as fully paid and non-assessable shares;

(y)   there is no action, suit, proceeding, investigation or inquiry outstanding, pending or, to the best of the knowledge, information and belief of the Corporation, threatened against or affecting the Corporation or any Subsidiary or any of their respective properties or assets, at law or in equity or before or by any federal, provincial, state, municipal or other governmental or regulatory department, commission, agency or board, domestic or foreign, which would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of the business, properties, assets, capital, net worth or results of operations of the Corporation on a consolidated basis;

(z)   other than as publicly disclosed in the Corporation’s Information Record and as set forth in the disclosure schedule attached as Schedule “D” hereto, none of the current or former directors or officers of the Corporation or any of the Subsidiaries or any associate or affiliate of any of the foregoing had, has or intends to have any material interest, direct or indirect, in the transactions contemplated by this agreement, in any material transaction or in any proposed material transaction with the Corporation or any of the Subsidiaries which, as the case may be, materially affects, is material to or will materially affect the Corporation or any Subsidiary;

(aa)   other than as set forth in the disclosure schedule attached as Schedule “D” hereto, each of the Corporation and the Subsidiaries is in compliance in all material respects with all terms and provisions of all contracts, agreements, indentures, mortgages, deeds of trust, bank loans, credit agreements, leases, policies, instruments and licences in connection with the conduct of its business and all such contracts, agreements, indentures, mortgages, deeds of trust, bank loans, credit agreements, leases, policies, instruments and licences are valid and binding in accordance with their terms and in full force and effect, and no breach or default by the Corporation or any Subsidiary or event which, with notice or lapse of time or both, could constitute a material breach or material default by the Corporation or any Subsidiary exists with respect thereto;

(bb)   except as disclosed in the Financial Statements, each of the Corporation and the Subsidiaries has all of the right, title and interest in and to its property interests, free and clear of all mortgages, liens, charges, pledges, encumbrances, claims, security interests or demands of any kind whatsoever;

(cc)   since December 31, 2006, other than as disclosed in the Corporation’s Information Record:

(i)   there has not been any material adverse change in the assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of the Corporation on a consolidated basis;

(ii)   there has not been any material change in the capital stock or long-term debt of the Corporation on a consolidated basis;

(iii)   there has not been any material adverse change in the business, business prospects, conditions (financial or otherwise) or results of the operations of the Corporation on a consolidated basis; and

(iv)   each of the Corporation and the Subsidiaries has carried on business in the ordinary course;

(dd)   except as disclosed in the Financial Statements, neither the Corporation nor any of the Subsidiaries has any liabilities, direct or indirect, contingent or otherwise, which materially adversely affects or would reasonably be expected to materially adversely affect the business, operations or condition (financial or otherwise) of the Corporation or any of the Subsidiaries or their respective properties or assets, taken as a whole.  Without limiting the generality of the foregoing, neither the Corporation nor any of the Subsidiaries has any material obligation or liability for the debts or obligations of others or has any material exposure or liability, except as set forth in the Financial Statements or those arising in the ordinary course of business, none of which is material to the Corporation on a consolidated basis;

(ee)   to the knowledge of the Corporation and its directors and officers, no shareholders’, pooling or other form of agreement is in force or effect which in any manner affects the voting or control of any of the securities of the Corporation;

(ff)   each of the Corporation and the Subsidiaries has procured and maintains adequate insurance against all insurable risks which are material to the Corporation on a consolidated basis, which insurance is of such type and in such amounts as is usual and customary to the industry in which it is engaged and the scope of its operations;

(gg)   the Corporation is not aware of any legislation which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation;

(hh)   each of the Corporation and the Subsidiaries owns or possesses adequate rights to use or assign all material intellectual property used by it in the operation of its business, without making any payment to any person or granting any rights to any person in exchange therefor, other than in accordance with the terms of any such license, sub-license or franchise arrangement.  No event has occurred during the registration or filing of, or during any other proceeding relating to such material intellectual property owned by the Corporation or the Subsidiaries that would make invalid or unenforceable, or negate the right to issuance or use of any of such material intellectual property owned by the Corporation or the Subsidiaries, other than any such event which would not reasonably be expected to materially adversely affect the business, operations or conditions (financial or otherwise) of the Corporation on a consolidated basis.  There is no intellectual property of any person which, to the knowledge of the Corporation, impairs or prevents the development, manufacture, use, sale, lease, license and service of products, now existing or under development by the Corporation or the Subsidiaries;

(ii)   to the knowledge of the Corporation, there are not any defects, failures or impairments in the title of the oil and natural gas properties which are the subject of the agreements entered into between the Corporation and the owners of such properties;

(jj)   the Corporation maintains disclosure controls and procedures as required by Rule 13a-15 or Rule 15d-15 under the U.S. Exchange Act, and such controls and procedures are effective to ensure that all material information concerning the Corporation is made known, on a timely basis, to the individuals responsible for the preparation of the Corporation’s filings with the SEC.  The Corporation has disclosed to its auditors and the audit committee of its board of directors (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as such term is defined by Rules 13a-15(f) and 15d-15(f) under the U.S. Exchange Act) which are reasonably likely to adversely affect the Corporation’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Corporation’s internal control over financial reporting;

(kk)   the Corporation and each of the Subsidiaries maintains a system of internal accounting controls sufficient to provide commercially reasonable assurance that:  (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences;

(ll)   the Corporation has complied in all material respects with the provisions of the Sarbanes-Oxley Act of 2002 to which it has been subject through the date hereof and the corporate governance rules of the AMEX applicable to it;

(mm)   there has never been a reportable event (within the meaning of National Instrument 51-102 of the Canadian securities administrators) involving the Corporation and its current or former auditors;

(nn)   the Corporation has fulfilled its obligations, if any, under the minimum funding standards of Section 302 of the U.S. Employee Retirement Income Security Act of 1974 (“ERISA”) and the regulations and published interpretations thereunder with respect to each “plan” as defined in Section 3(3) of ERISA and such regulations and published interpretations in which its employees are eligible to participate and each such plan is in compliance in all material respects with the presently applicable provisions of ERISA and such regulations and published interpretations.  No “Reportable Event” (as defined in ERISA) has occurred with respect to any “Pension Plan” (as defined in ERISA) for which the Corporation could have any liability;

(oo)   the Corporation is not the operator under any of the production sharing contracts to which it is a party, except for those production sharing contracts referenced in paragraphs 6(bbb)(iv) and (ix), which are both in the early stages of seismic studies, and whenever “operations of the Corporation” are referred to herein this should be taken as the operations by the joint ventures of which the Corporation is a partner as operated by the operator under the terms of the respective production sharing contract;

(pp)   the property, assets and operations of the Corporation and the Subsidiaries comply, to the best of the knowledge of the Corporation, in all material respects with all applicable Environmental Laws (which term means and includes, without limitation, any and all applicable international, federal, provincial, state, municipal or local laws, statutes, regulations, treaties, orders, policies, judgments, decrees, ordinances, official directives and all authorizations relating to the environment, occupational health and safety, or any Environmental Activity (which term means and includes, without limitation, any past, present or future activity, event or circumstance in respect of a Contaminant (which term means and includes, without limitation, any pollutants, dangerous substances, liquid wastes, hazardous wastes, hazardous materials, hazardous substances or contaminants or any other matter including any of the foregoing, as defined or described as such pursuant to any Environmental Laws), including, without limitation, the storage, use, holding, collection, purchase, accumulation, assessment, generation, manufacture, construction, processing, treatment, stabilization, disposition, handling or transportation thereof, or the release, escape, leaching, dispersal or migration thereof into the natural environment, including the movement through or in the air, soil, surface water or groundwater).  For these purposes, Environmental Laws, Environmental Activity or Contaminant do not include the normal course obligations for an oil and gas exploration and exploitation business.  During the normal course business of plugging or abandoning wells, there are or may be obligations under applicable Environmental Laws to restore the area to its natural state, which obligations are performed by the Corporation, to the extent required, according to the applicable Environmental Laws.  The Corporation also is or may be required to close open reserve pits, which obligations are completed, to the extent required, within the time periods and according to the specifications of the relevant regulatory agency;

(qq)   no property which is or has been owned, leased or occupied by the Corporation or the Subsidiaries has been designated as a Superfund site pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601, et. seq.) (“CERCLA”) or otherwise designated as a contaminated site under applicable state or local law.  Neither the Corporation nor any of the Subsidiaries has been named as a “potentially responsible party” under CERCLA;

(rr)   the Corporation does not have any knowledge of, and has not received any notice of, any material claim, judicial or administrative proceeding, pending or threatened against, or which may affect, the Corporation or any of the Subsidiaries or any of the properties, assets or operations thereof, relating to, or alleging any violation of any Environmental Laws, the Corporation is not aware of any facts which could give rise to any such claim or judicial or administrative proceeding and neither the Corporation nor any of the Subsidiaries or, to the knowledge of the Corporation, any of their respective property, assets or operations, is the subject of any investigation, evaluation, audit or review by any Governmental Authority (which term means and includes, without limitation, any national, federal government, province, state, municipality or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing) to determine whether any violation of any Environmental Laws has occurred or is occurring or whether any remedial action is needed in connection with a release of any Contaminant into the environment, except for compliance investigations conducted in the normal course by any Governmental Authority;

(ss)   neither the Corporation nor any of the Subsidiaries has given or filed any notice under any international, federal, state, provincial or local law with respect to any Environmental Activity, to the knowledge of the Corporation, neither the Corporation nor any of the Subsidiaries has any liability (whether contingent or otherwise) in connection with any Environmental Activity and the Corporation is not aware of any notice being given under any international, federal, state, provincial or local law or of any liability (whether contingent or otherwise) with respect to any Environmental Activity relating to or affecting the Corporation or any of the Subsidiaries or any of their respective properties, assets, businesses or operations;

(tt)   neither the Corporation nor any of the Subsidiaries stores any hazardous or toxic waste or substance on the property thereof and they have not disposed of any hazardous or toxic waste, in each case in a manner contrary to any Environmental Laws, and there are no Contaminants on any of the premises at which the Corporation or the Subsidiaries carries on business, in each case other than in compliance with Environmental Laws;

(uu)   to the knowledge of the Corporation, neither the Corporation nor any of the Subsidiaries is subject to any contingent or other liability relating to the restoration or rehabilitation of land, water or any other part of the environment, or compliance with any Environmental Laws;

(vv)   neither the Corporation nor any other person associated with or acting on behalf of the Corporation including, without limitation, any director, officer, agent or employee of the Corporation or the Subsidiaries, has, directly or indirectly, while acting on behalf of the Corporation or the Subsidiaries (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from corporate funds; (iii) violated any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any other unlawful payment;

(ww)   GeoGlobal India is a party to the following material agreements (collectively, the “GeoGlobal India Material Agreements”):

(i)   a Carried Interest Agreement dated August 27, 2002 between GeoGlobal India and Gujarat State Petroleum Corporation Limited (“GSPC”), granting to GeoGlobal India a 10% carried interest (the “KG Carried Interest”) for its share of costs incurred in respect of the exploration activities conducted on an exploration block known as block KG OSN 2001/3 (the “KG 2001/3”) prior to commencement of commercial production on KG 2001/3 (such agreement, the “Carried Interest Agreement”);

(ii)   a Production Sharing Contract dated February 4, 2003 among GeoGlobal India, the Government of India, GSPC and Jubilant Enpro Limited, granting to GeoGlobal India a 10% participating interest (the “KG Participating Interest”) in KG 2001/3 (such contract, the “KGPSC”); and

(iii)   a Participating Interest Agreement dated March 27, 2003 between GeoGlobal India and Roy Group (Mauritius) Inc., a corporation incorporated under the laws of Mauritius (“Roy Group”) and wholly owned by Jean Paul Roy, providing for the transfer and assignment to Roy Group of a 50% interest in the KG Carried Interest and the KG Participating Interest (the “KG Participating Interest Agreement”);

(xx)   each of the GeoGlobal India Material Agreements is in full force and effect and has not been amended from the form available to the public on EDGAR, and each of the GeoGlobal India Material Agreements constitutes a legal, valid and binding obligation of the Corporation, enforceable against it in accordance with its terms for the periods (if any) stated therein, except that:  (i) the enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally, (ii) rights of indemnity, contribution and waiver of contribution thereunder may be limited under applicable law, and (iii) equitable remedies, including, without limitation, specific performance and injunctive relief, may be granted only in the discretion of a court of competent jurisdiction;

(yy)   other than as set forth in the disclosure schedule attached as Schedule “D” hereto, GeoGlobal India has fulfilled or has taken all actions necessary at this time to enable it to fulfill when due all of its obligations under the GeoGlobal India Material Agreements, and there is not, under any of the GeoGlobal India Material Agreements, any existing default or event of default or any event which, with or without the giving of notice or the passage of time, would constitute a default under any of the GeoGlobal India Material Agreements or provide to any party to any GeoGlobal India Material Agreement a right of termination thereunder.  There are no laws, regulations, rules or decrees currently in effect or reasonably expected to be in effect which adversely affect or might adversely affect GeoGlobal India’s rights under any of the GeoGlobal India Material Agreements;

(zz)   subject to the terms of the KG Participating Interest Agreement, GeoGlobal India has a legal, valid and enforceable ownership interest in the KG Participating Interest and has not sold, conveyed, transferred, assigned or otherwise disposed of, or created any encumbrance on or with respect to, the KG Participating Interest;

(aaa)   other than as a party to the GeoGlobal India Material Agreements and other than as disclosed in the Corporation’s Information Record, GeoGlobal India has no business activities, assets, liabilities, employees, customers or suppliers and has no revenues;

(bbb)   GeoGlobal Barbados is a party to the following material agreements (collectively, the “GeoGlobal Barbados Material Agreements”):

(i)   a Production Sharing Contract dated February 6, 2004 among GeoGlobal Barbados, the Government of India, GSPC and Jubilant Enpro Private Limited, granting to GeoGlobal Barbados a 10% participating interest (the “CB 2002/2 Participating Interest”) in an exploration block known as block CB ONN 2002/2 (the “CB 2002/2”) (such contract, the “CB 2002/2 PSC”);

(ii)   a Production Sharing Contract dated February 6, 2004 among GeoGlobal Barbados, the Government of India, GSPC, Jubilant Enpro Private Limited and Prize Petroleum Company Limited, granting to GeoGlobal Barbados a 10% participating interest (the “CB 2002/3 Participating Interest”) in an exploration block known as block CB ONN 2002/3 (the “CB 2002/3”) (such contract, the “CB 2002/3 PSC”);

(iii)   a Deed of Assignment and Assumption dated April 7, 2005 among GeoGlobal Barbados and GSPC, granting to GeoGlobal Barbados a 20% participating interest (the “CB 2 Participating Interest”) in an exploration block known as block CB ON 2, subject to reduction to a 14% participating interest pursuant to the terms thereof (such deed, the “Assignment”);

(iv)   a Production Sharing Contract dated September 23, 2005 between the Government of India and GeoGlobal Barbados, granting to GeoGlobal Barbados a 100% participating interest (the “DS Participating Interest”) in an exploration block known as block DS ONN 2003/1 (the “DS 2003/1”) (such contract, the “DS 3 PSC”);

(v)   a Production Sharing Contract dated September 23, 2005 among the Government of India, GSPC, GAIL (India) Ltd., Jubilant Capital Pvt. Ltd. and GeoGlobal Barbados, granting to GeoGlobal Barbados a 10% participating interest (the “CB 2003/2 Participating Interest”) in an exploration block known as block CB ONN 2003/2 (the “CB 2003/2”) (such contract, the “CB 3 PSC”);

(vi)   a Production Sharing Contract dated March 2, 2007 among the Government of India, Oil India Limited (“OilIndia”) and GeoGlobal Barbados, granting to GeoGlobal Barbados a 10% participating interest (the “KG 2004/1 Participating Interest”) in an exploration block known as block KG ONN 2004/1 (the “KG 2004/1”) (such contract, the “KG 4 PSC”);

(vii)   a Production Sharing Contract dated March 2, 2007 among the Government of India, Oil India and GeoGlobal Barbados, granting to GeoGlobal Barbados a 25% participating interest (the “RJ 2004/2 Participating Interest”) in an exploration block known as block RJ ONN 2004/2 (the “RJ 2004/2”) (such contract, the “RJ 4/2 PSC”);

(viii)   a Production Sharing Contract dated March 2, 2007 among the Government of India, Oil India, Hindustan Petroleum Corpn. Ltd. and GeoGlobal Barbados, granting to GeoGlobal Barbados a 25% participating interest (the “RJ 2004/3 Participating Interest”) in an exploration block known as block RJ ONN 2004/3 (the “RJ 2004/3”) (such contract, the “RJ 4/3 PSC”);

(ix)   a Production Sharing Contract dated March 2, 2007 between the Government of India and GeoGlobal Barbados, granting to GeoGlobal Barbados a 100% participating interest (the “DS 2004/1 Participating Interest”) in an exploration block known as block DS ONN 2004/01 (the “DS 2004/1”) (such contract, the “DS 4 PSC”);

(ccc)   each of the GeoGlobal Barbados Material Agreements is in full force and effect and has not been amended from the form available to the public on EDGAR or provided to the Agents, as applicable, and each of the GeoGlobal Barbados Material Agreements constitutes a legal, valid and binding obligation of the Corporation, enforceable against it in accordance with its terms for the periods (if any) stated therein, except that:  (i) the enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally, (ii) rights of indemnity, contribution and waiver of contribution thereunder may be limited under applicable law, and (iii) equitable remedies, including, without limitation, specific performance and injunctive relief, may be granted only in the discretion of a court of competent jurisdiction;

(ddd)   GeoGlobal Barbados has fulfilled or has taken all actions necessary at this time to enable it to fulfill when due all of its obligations under the GeoGlobal Barbados Material Agreements, and there is not, under any of the GeoGlobal Barbados Material Agreements, any existing default or event of default or any event which, with or without the giving of notice or the passage of time, would constitute a default under any of the GeoGlobal Barbados Material Agreements or provide to any party to any GeoGlobal Barbados Material Agreement a right of termination thereunder.  There are no laws, regulations, rules or decrees currently in effect or reasonably expected to be in effect which adversely affect or might adversely affect GeoGlobal Barbados’ rights under any of the GeoGlobal Barbados Material Agreements;

(eee)   GeoGlobal Barbados has a legal, valid and enforceable ownership interest in each of the GeoGlobal Barbados Participating Interests and has not sold, conveyed, transferred, assigned or otherwise disposed of, or created any encumbrance on or with respect to, the GeoGlobal Barbados Participating Interests;

(fff)   GeoGlobal Barbados is (in addition to GSPC, Jubilant Enpro Private Limited and Prize Petroleum Company Limited) the legal and registered owner of the CB 2002/3 License, free and clear of any and all encumbrances;

(ggg)   other than as a party to the GeoGlobal Barbados Material Agreements and other than as disclosed in the Corporation’s Information Record, GeoGlobal Barbados has no business activities, assets, liabilities, employees, customers or suppliers and has no revenues;

(hhh)   the Corporation:  (i) has no reason to believe that the Corporation and the Subsidiaries do not have the right to produce and sell the petroleum, natural gas and related hydrocarbons that may from time to time be produced, saved and sold from the properties which are the subject of the production sharing contracts to which it is a party (for the purpose of this paragraph, the foregoing is collectively referred to as the “Interests”); and (ii) represents and warrants that the Interests are free and clear of adverse claims created by, through or under the Corporation except those arising in the ordinary course of business;

(iii)   Schedule “C” attached hereto is a complete list of all of the agreements pursuant to which the Corporation and the Subsidiaries have a material interest in oil and gas properties, the description of such oil and gas properties is complete and accurate in all material respects and the Corporation does not have any other, direct or indirect, interests in any other oil and gas properties;

(jjj)   the petroleum and natural gas rights of the Corporation and the Subsidiaries in respect of the agreements listed in Schedule “C” attached hereto are not subject to reduction by virtue of the conversion or other alteration of the interest of any person under existing agreements created by, through or under the Corporation or the Subsidiaries, except that each of such agreements has relinquishment provisions whereby portions of the contract area may be relinquished as the contract proceeds from one exploration phase to the next;

(kkk)   except as set forth below, the wells of the Corporation and the Subsidiaries are not subject to a production penalty whereby the production proceeds allocable to their respective interest are payable to a person until an amount calculated in respect of certain costs and expenses paid by such person are recovered by such person.  The Corporation does not have any producing wells or proven reserves.  Under the Carried Interest Agreement which relates to the KG Offshore Block, GSPC is entitled to recover out of the production attributable to the Corporation (including Roy Group Mauritius) its capital costs incurred during the development phase and the Corporation and Roy Group Mauritius are not entitled to any share of production until those costs and expenses have been recovered.  There are production sharing provisions in the production sharing contracts and the Government of India is entitled to a royalty;

(lll)   to the Corporation’s knowledge, all oil and gas wells established on the properties in which it has an interest have, in all material respects, been drilled and, if completed, completed and, if abandoned, abandoned in accordance with normal oil field practice;

(mmm)   the Corporation and the Subsidiaries have no outstanding royalty obligations;

(nnn)   there are no production sales contracts, gas balancing agreements or arrangements under which it, or any person acting on its behalf, is obligated to sell or deliver petroleum substances allocable to the petroleum and natural gas rights of the Corporation or the Subsidiaries to any person, except as set forth in the production sharing contracts; and

(ooo)   any and all operations of the Corporation and, to the Corporation’s knowledge, information and belief, any and all operations by third parties, on or in respect of the assets and properties of the Corporation have been conducted in accordance with good oilfield practices.

7.   Closing Deliveries.  The purchase and sale of the Offered Securities shall be completed at the Closing Time at the offices of Cassels Brock & Blackwell LLP, counsel to the Agents, at 40 King Street West, Suite 2100, Toronto, ON  M5H 3C2 or at such other place as the Agents and the Corporation may agree upon.  Subject to the terms of this agreement, at the Closing Time, the Agents shall deliver to the Corporation duly executed Subscription Agreements and shall cause Cassels Brock & Blackwell LLP to pay to the Corporation or as the Corporation may direct the aggregate gross proceeds from the Offering less the Agents’ Fee and the Agents’ expenses in lawful money of the United States by cheque, banker’s draft or wire transfer.  At the Closing Time, the Corporation shall, subject to and to the extent of its acceptance of Subscription Agreements, issue and deliver definitive certificates representing the Unit Shares, the Warrants and the Rights subscribed for pursuant to the Subscription Agreements registered in such names as shall be designated in the Subscription Agreements and issue and deliver to the Agents the Compensation Option Certificates evidencing the Compensation Options and Compensation Rights to which they are entitled hereunder.

8.   Closing Conditions.  The Agents’ obligations under this agreement, and each Purchaser’s obligation to purchase the Offered Securities at the Closing Time, shall be conditional upon the fulfilment at or before such Closing Time of the following conditions:

(a) the Agents shall have received a certificate, dated as of the Closing Date, signed by two executive officers of the Corporation, certifying for and on behalf of the Corporation, to the best of the knowledge, information and belief of the persons so signing, after having made due enquiry, that:

(i) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation (including the Common Shares) has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, are contemplated or threatened by any regulatory authority;

(ii) there has not been any material change in the affairs of the Corporation on a consolidated basis, financial or otherwise, which requires disclosure under the timely disclosure provisions of Canadian Securities Laws, except as has been publicly disclosed and no such disclosure has been made on a confidential basis;

(iii) the representations and warranties of the Corporation contained in this agreement are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this agreement; and

(iv) the Corporation has duly complied with all the terms, covenants and conditions of this agreement on the Corporation’s part to be complied with up to the Closing Time;

(b) the Agents shall have received a certificate, dated as of the Closing Date, signed by an appropriate officer or director of the Corporation addressed to the Agents and their counsel, with respect to the articles and by-laws of the Corporation, the resolutions of the Corporation’s board of directors relevant to the Offering, the incumbency and specimen signatures of signing officers, and such other matters as the Agents may reasonably request;

(c) the Agents shall have received copies of all correspondence indicating that the Corporation has obtained all necessary approvals for the Unit Shares and the Warrant Shares, including the Compensation Shares to be issued upon exercise of the Compensation Options, to be conditionally listed on the AMEX;

(d) the Agreements shall have been executed or endorsed, as applicable, and delivered by the parties thereto in form and substance satisfactory to the Agents and their counsel, acting reasonably;

(e) the Agents shall have received favourable legal opinions of counsel to the Corporation in respect of certain matters concerning the Corporation, Canadian Securities Laws, United States securities laws, the GeoGlobal India Material Agreements and the GeoGlobal Barbados Material Agreements, addressed to the Agents, the Purchasers and counsel to the Agents, in form and substance satisfactory to the Agents and their counsel, acting reasonably, and, in providing such opinions, counsel to the Corporation shall be entitled to rely on opinions of local counsel as to matters governed by the laws of such other jurisdictions as such counsel deems appropriate, and as to matters of fact or expert matters not within the knowledge or professional competence of counsel, on certificates of public officials and of the auditors, the transfer agent and the officers of the Corporation or the Subsidiaries;

(f) the Agents shall have received from local counsel in the jurisdiction of incorporation, organization or formation of each of the Subsidiaries, a legal opinion, in form and substance satisfactory to the Agents and their counsel, acting reasonably, with respect to the following matters:

(i)   the applicable Subsidiary is a corporation or other form of entity existing under the laws of the jurisdiction in which it was incorporated, organized, formed, amalgamated or continued and has all requisite corporate power to carry on its business as now conducted and to own, lease and operate its property and assets; and

(ii)   all of the issued and outstanding shares or other ownership interests or rights of the applicable Subsidiary are registered, directly or indirectly, in the name of the Corporation or a subsidiary of the Corporation;

(g) the Agents shall have received such letters of comfort that it reasonably requires with respect to the Corporation’s ownership of the Interests;

(h) the Agents shall have received a Certificate of Status or the equivalent in respect of the Corporation and each of the Subsidiaries issued by the appropriate regulatory authority in each jurisdiction in which the Corporation and the Subsidiaries are subsisting;

(i) the Agents shall have received a certificate from the Corporation’s registrar and transfer agent as to the number of Common Shares issued and outstanding as at a date no more than two Business Days prior to the Closing Date;

(j) the Agents shall be satisfied, in their sole discretion, after carrying out such due diligence as the Agents deem appropriate, as to the legal, financial and business affairs of the Corporation;

(k) the Corporation shall have obtained all requisite regulatory approvals required to be obtained by the Corporation in respect of the Offering, on terms mutually acceptable to the Corporation and the Agents, including the approval of the AMEX as to the listing of the Underlying Shares thereon;

(l) the Corporation and the Agents shall have complied fully with all covenants set forth herein and all relevant statutory and regulatory requirements, required to be complied with prior to the Closing Time; and

(m) the Underlying Shares and the Warrants shall not be subject to a hold period under Canadian Securities Laws that is greater than four months from the Closing Date.

9.   Rights of Termination.  In addition to any other remedies which may be available to the Agents, the Agents shall be entitled, at their option, to terminate and cancel, without any liability on their part, all of their obligations under this agreement and the obligations of any person whom it has solicited to purchase the Offered Securities who has executed a Subscription Agreement, by notice in writing to that effect delivered to the Corporation prior to the Closing Time if:

(a)   they are not satisfied in their sole discretion with the results of all or any portion of their due diligence review and investigations of the Corporation and the Subsidiaries;

(b)   there has occurred any material adverse change (actual, contemplated or threatened) or any change in a material fact or a new material fact or a development that could, in the sole opinion of the Agents, be expected to result in a material adverse change or a change in a material fact or a new material fact in respect of the business, operations, capital, condition (financial or otherwise), properties, assets, liabilities, obligations or affairs of the Corporation and the Subsidiaries (taken as a whole);

(c)   there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence, any acts of terrorism or hostilities or escalation thereof or other calamity or crisis, or any law or regulation which, in the reasonable opinion of the Agents, seriously adversely affects, or involves, or would be expected to seriously adversely affect or involve, the financial markets or the business, operations or affairs of the Corporation and the Subsidiaries (taken as a whole);

(d)   there has occurred any change of law or the interpretation or administration thereof in the Offering Provinces or any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is announced, commenced or threatened by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality (including, without limitation, the AMEX or any securities regulatory authority), or securities commission, stock exchange or similar regulatory authority, or any order is issued in relation to the Corporation, any of its affiliates, or any of its directors or officers or any of the Corporation’s securities (other than any such inquiry, action, suit, investigation, proceeding or order relating solely to the Agents) which, in the sole opinion of the Agents, prevents or restricts trading in or the distribution of the Offered Securities or the Underlying Shares, or has or would be expected to have a material adverse effect on the market price or value of or the investment quality or marketability of the Offered Securities or the Underlying Shares;

(e)   the state of the financial markets or of the industry or markets in which the Corporation operates or conducts business is or becomes such that the Offered Securities or the Underlying Shares cannot, in the reasonable opinion of the Agents, be successfully or profitably marketed or sold;

(f)   any order to cease or suspend trading in any securities of the Corporation, or prohibiting or restricting the distribution of any of the Offered Securities or the Underlying Shares is made, threatened or announced by any securities regulatory authority in the Offering Provinces (or in the United States or in any other jurisdiction in which Offered Securities are to be offered for sale and sold in accordance with section 1(a) of this agreement), stock exchange or other competent authority and such order is not rescinded, revoked or withdrawn;

(g)   the Corporation is in breach of, in default under or in non-compliance with any material representation, warranty, term, condition or covenant of this agreement or the Subscription Agreement; or

(h)   the Unit Shares, Warrants or Warrant Shares acquired by any Purchaser in the Offering Provinces would be, if the Offering were completed, subject to a hold period in excess of four months from the Closing Date (exclusive of any restrictions on transfer into the United States unless such transfer is made pursuant to the Registration Statement or an exemption from the registration requirements of the U.S. Securities Act).

The rights of termination contained in paragraphs 9(a), (b), (c), (d), (e), (f), (g) and (h) may be exercised by the Agents and are in addition to any other rights or remedies the Agents may have in respect of any default, act or failure to act or non-compliance by the Corporation in respect of any of the matters contemplated by this agreement or otherwise.  In the event of any such termination by the Agents, there shall be no further liability on the part of the Agents to the Corporation or on the part of the Corporation to the Agents except in respect of any liability which may have arisen or may arise after such termination in respect of acts or omissions prior to such termination under Sections 10, 12 and 13.

10.   Expenses.  Whether or not Closing occurs, the Corporation shall pay all costs, fees and expenses of or incidental to the performance of the obligations under this agreement including, without limitation:  (i) the cost of registration, countersignature and delivery of the Warrants and the Underlying Shares, (ii) the fees and expenses of the Corporation’s auditors, counsel and any local counsel, transfer agent, engineers and other outside consultants, (iii) the reasonable fees and expenses of any counsel employed by the Agents (including GST thereon), (iv) the Agents’ reasonable out-of-pocket expenses, and (v) all filing fees and stock exchange listing fees relating to the Offering.  Such amounts payable to the Agents shall be paid by the Corporation at the Closing Time to the Agents in respect of expenses and fees incurred to such date and in respect of expenses and fees incurred after the Closing Time, such amounts shall be paid by the Corporation to the Agents upon receipt of invoices from time to time from the Agents to the Corporation.

11.   Survival of Representations and Warranties.  All warranties, representations, covenants and agreements herein contained or contained in any documents submitted pursuant to this agreement and in connection with the transactions herein contemplated shall survive the Closing Date and, as applicable, shall continue in full force and effect for the benefit of the Purchasers, regardless of the Closing and regardless of any investigation which may be carried out by the Purchasers or on their behalf for a period of two (2) years following the Closing Date.

12.   Indemnity.  The Corporation hereby agrees to indemnify and hold the Agents and/or any of its affiliates (the “Affiliates”) and each of the directors, officers, employees and shareholders of the Agents and/or the Affiliates (hereinafter collectively referred to as the “Personnel”) harmless from and against any and all expenses, losses (other than loss of profits), claims, actions, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims), and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Agents and/or the Affiliates, to which the Agents and/or the Affiliates and/or the Personnel may become subject or otherwise involved in any capacity under any statute or common law or otherwise on demand insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Corporation by the Agents and/or the Affiliates and the Personnel hereunder or otherwise in connection with the matters referred to in this agreement, provided, however, that this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that:

(i) the Agents and/or any Personnel have been grossly negligent or has committed any fraudulent act or engaged in wilful misconduct in the course of such performance or has breached any material provision of this agreement; and

(ii) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were directly caused by the gross negligence, fraud, wilful misconduct or material breach of this agreement referred to in (i).

The Corporation hereby agrees to waive any right it may have of first requiring the Agents and/or the Affiliates and any Personnel to proceed against or enforce any other right, power, remedy, security or claim payment from any other person before claiming under this indemnity.

If for any reason (other than the occurrence of any of the events itemized in (i) and (ii) above), the foregoing indemnification is unavailable to the Agents and/or the Affiliates or insufficient to hold them harmless, then the Corporation shall contribute to the amount paid or payable by the Agents and/or the Affiliates as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Corporation on the one hand and the Agents and/or the Affiliates on the other hand but also the relative fault of the Corporation and the Agents and/or the Affiliates, as well as any relevant equitable considerations; provided that the Corporation shall, in any event, contribute to the amount paid or payable by the Agents and/or the Affiliates as a result of such expense, loss, claim, damage or liability, any excess of such amount over the amount of the fees received by the Agents and/or the Affiliates hereunder pursuant to this agreement.

The Corporation agrees that in case any legal proceeding shall be brought against the Corporation and/or the Agents and/or the Affiliates by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, shall investigate the Corporation and/or the Agents and/or the Affiliates and any Personnel shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Corporation by the Agents and/or the Affiliates under this agreement, the Agents and/or the Affiliates shall have the right to employ its own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Agents and/or the Affiliates for time spent by its Personnel in connection therewith) and out-of-pocket expenses incurred by its Personnel in connection therewith shall be paid by the Corporation as they occur on demand by the Agents.

Promptly after receipt of notice of the commencement of any legal proceeding against the Agents and/or the Affiliates or any of the Personnel or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Corporation, the Agents and/or the Affiliates (or any one of them) will notify the Corporation in writing of the commencement thereof and the Corporation shall undertake the investigation and defence thereof on behalf of the Agents and/or the Affiliates and/or any Personnel, as applicable, including the prompt employment of counsel reasonably acceptable to the Agents or the applicable Personnel affected and the payment of all reasonable expenses.  Failure by the Agents and/or the Affiliates or any of the Personnel to so notify the Corporation shall not relieve the Corporation of its obligation of indemnification hereunder unless (and only to the extent that) such failure results in forfeiture by the Corporation or material impairment of its substantive rights or defences.  The Corporation shall, throughout the course of any investigation as contemplated herein, provide copies of all relevant documentation to the Agents, will keep the Agents advised of the progress thereof and will discuss with the Agents all significant actions proposed.

No admission of liability and no settlement of any action shall be made without the prior written consent of the Corporation and the Agents or the Personnel affected, such consent not to be unreasonably withheld or delayed.

Notwithstanding that the Corporation shall undertake the investigation and defence of any action, the Agents and/or the Affiliates or the Personnel affected shall have the right to employ separate counsel in any such action and participate in the defence thereof, but the fees and expenses of such counsel will be at the expense of the Agents and/or the Affiliates or the Personnel affected unless (a) employment of such counsel has been authorized by the Corporation; (b) the Corporation shall not have assumed the defence of the action within a reasonable period of time after receiving notice of the action; (c) the named parties to any such action include both the Corporation and the Agents and/or the Affiliates or any Personnel and the Agents and/or the Affiliates or the affected Personnel shall have been advised by counsel that there may be a conflict of interest between the Corporation and the Agents and/or the Affiliates or the affected Personnel, as the case may be; or (d) there are one or more legal defences available to the Agents and/or the Affiliates or the affected Personnel which are different from or in addition to those available to the Corporation.

The indemnity and contribution obligations of the Corporation shall be in addition to any liability which the Corporation may otherwise have, shall extend upon the same terms and conditions to those of the Agents and/or the Affiliates and the Personnel who are not signatories hereto and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Corporation, the Agents and/or the Affiliates and any of the Personnel of the Agents and/or the Affiliates.  The foregoing provisions shall survive the completion of professional services rendered under this agreement or any termination of the authorization given by this agreement.

13.   Contribution.  In the event that, for any reason, the indemnity provided for in Section 12 hereof is illegal or unenforceable, each of the Agents and the Corporation shall contribute to the aggregate of all losses, claims, costs, damages, expenses or liabilities (except loss of profits in connection with the sale of the Offered Securities) of the nature provided for in Section 12 hereof such that the Agents shall be responsible for that portion represented by the percentage that the Agents’ Fee bears to the gross proceeds from the Offering and the Corporation shall be responsible for the balance, provided that in no event shall the Agents be responsible for any amount in excess of the Agents’ Fee actually received by it.  Notwithstanding the foregoing, a person guilty of fraudulent misrepresentation, bad faith, negligence or wilful misconduct shall not be entitled to contribution from any other party.  Any party entitled to contribution will, promptly after receiving notice of commencement of any claim, action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this section, notify such party or parties from whom contribution may be sought.  In no case shall such party from whom contribution may be sought be liable under this agreement unless such notice shall have been provided, but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any other obligation it may have otherwise than under this section.  The right to contribution provided in this section shall be in addition to and not in derogation of any other right to contribution which the Agents may have by statute or otherwise by law.

14.   Breach of Agreement.  All terms and conditions of this agreement to be performed or satisfied by the Corporation shall be construed as conditions and any breach of, or failure by the Corporation to comply with, any term or condition of this agreement shall entitle the Agents, on behalf of the Purchasers, to terminate their obligations to purchase the Offered Securities by notice to that effect given to the Corporation prior to the Closing Time.  In the event of any such termination, there shall be no further liability on the part of the Corporation or the Agents, except in respect of any liability which may have arisen or may thereafter arise under Sections 10, 12 or 13 hereof.  The Agents may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to its rights in respect of any other terms and conditions or any other subsequent breach or non-compliance provided, however, that any waiver or extension must be in writing and signed by the Agents in order to be binding upon it.

15.   Advertisements.  Subject to the prior consent of the Corporation, the Agents shall have the right, at its own expense, to place such advertisement or advertisements relating to the sale of the Offered Securities contemplated herein as the Agents may consider desirable or appropriate and as may be permitted by applicable law.  No such advertisement shall be placed by the Agents which the Corporation deems shall be in violation of the securities laws of the United States or Canada  The Corporation and the Agents each agree that they will not make or publish any advertisement in any media whatsoever relating to, or otherwise publicize, the transactions provided for herein so as to result in any exemption from the prospectus and registration requirements of Canadian Securities Laws, the U.S. Securities Act or other securities laws being unavailable in respect of the sale of the Offered Securities to prospective purchasers.

16.   Notices.  Any notice under this agreement shall be given in writing and either delivered or telecopied to the party to receive such notice at the address or telecopy numbers indicated below:

If to the Corporation, to:

GeoGlobal Resources Inc.

605 – 1^st Street S.W., Suite 310

Calgary, Alberta  T2P 3S9

Attention:                                Allan J. Kent

Facsimile:                                (403) 777-9199

with copy to:

William S. Clarke, P.A.

65 South Main Street, Suite A-202

Pennington, NJ  08534

Attention:                                William S. Clarke, Esq.

Facsimile:                                (609) 737-3223

If to the Agents, to:

Primary Capital Inc.

130 King Street West, Suite 2110

Toronto, Ontario  M5X 1B1

Attention:                                Barry Gordon

Facsimile:                                                     (416) 214-5954

Jones, Gable & Company Limited

Suite 600, 110 Yonge Street

Toronto, ON  M5C 1T6

Attention:                                Robb Hindson

Facsimile:                                (416) 365-8037

with a copy to:

Cassels Brock & Blackwell LLP

40 King Street West, Suite 2100

Toronto, ON  M5H 3C2

Attention:                                Jay Goldman

Facsimile:                                (416) 644-9337

or such other address or telecopy number as such party may hereafter designate by notice in writing to the other party.  If a notice is delivered, it shall be effective from the date of delivery and if such notice is telecopied (with receipt confirmed), it shall be effective on the Business Day following the date such notice is telecopied.

17.   Time of the Essence.  Time shall, in all respects, be of the essence hereof.

18.   United States Dollars.  All references herein to money amounts are to lawful money of the United States of America.

19.   Headings.  The headings contained herein are for convenience only and shall not affect the meaning or interpretation hereof.

20.   Singular and Plural, etc.  Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

21.   Entire Agreement.  This agreement constitutes the only agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations, understandings and agreements whether oral or written including, without limitation, a letter agreement dated May 30, 2007 between the Corporation and Primary Capital.  This agreement may be amended or modified in any respect by written instrument only executed by the Corporation and the Agents.

22.   Severability.  The invalidity or unenforceability of any particular provisions of this agreement shall not affect or limit the validity or enforceability of the remaining provisions of this agreement.

23.   Governing Law.  Except for matters arising under Canadian Securities Laws, this agreement shall be governed by and be construed in accordance with the laws of the State of Delaware and the laws of the United States of America applicable therein and the parties hereto irrevocably attorn to the jurisdiction of the courts of the State of Delaware.

24.   Successors and Assigns.  The terms and provisions of this agreement shall be binding upon and enure to the benefit of the Corporation, the Agent and the Purchasers and their respective successors and permitted assigns; provided that, except as provided herein or in the Subscription Agreements, this agreement shall not be assignable by any party without the written consent of the others.

25.   Further Assurances.  Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this agreement.

26.   Effective Date.  This agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

27.   French Language.  The parties hereto acknowledge that they have expressly required this agreement and all notices, statements of account and other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only.  Les parties reconnaissent avoir expressément demandées que la présente convention ainsique toutavis, tout état de compte et tout autre document à être out pouvant être donné ou conclu en vertudes dispositions des présdentes, soient rédigés en langue anglaise seulement.

28.   Counterparts.  This agreement may be executed in any number of counterparts, which taken together shall form one and the same agreement.

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If the Corporation is in agreement with the foregoing terms and conditions, please so indicate by executing this letter where indicated and delivering a copy to the Agents.

Yours very truly,

PRIMARY CAPITAL INC.

Per:           /s/ Barry Gordon

Authorized Signing Officer

JONES, GABLE & COMPANY LIMITED

Per:           /s/ Robb Hindson

Authorized Signing Officer

The foregoing is hereby accepted on the terms and conditions herein set forth.

DATED as of this                                            day of June, 2007.

GEOGLOBAL RESOURCES INC.

Per:           /s/ Allan J. Kent

Authorized Signing Officer

      

                             

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SCHEDULE “A”

UNITED STATES SECURITIES LAWS

As used in this Schedule “A”, capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the agency agreement to which this Schedule is annexed and the following terms shall have the meanings indicated:

(a)   “Directed Selling Efforts” means directed selling efforts as that term is defined in Regulation S.  Without limiting the foregoing, but for greater clarity in this Schedule, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Offered Securities and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Offered Securities;

(b)   “Distribution Compliance Period” means the one-year period that begins on the later of (i) the date the Offered Securities are first offered to persons other than distributors in reliance on Regulation S or (ii) the Closing Date; provided that, all offers and sales by a distributor of an unsold allotment or subscription shall be deemed to be made during the Distribution Compliance Period;

(c)   “Regulation S” means Regulation S adopted by the SEC under the U.S. Securities Act;

(d)   “SEC” means the United States Securities and Exchange Commission;

(e)   “U.S. Securities Act” means the United States Securities Act of 1933, as amended;

(f)   “U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

(g)   “U.S. Person” means a U.S. Person as that term is defined in Regulation S; and

(h)   “United States” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia.

Representations, Warranties and Covenants of the Agents

The Agents acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act and may be offered and sold only in transactions exempt from the registration requirements of the U.S. Securities Act.  Each of the Agents severally represents, warrants and covenants to the Corporation that:

1.   It has not offered or sold, and will not offer or sell, any Offered Securities as part of their initial distribution, except in an Offshore Transaction (as defined in Regulation S) in accordance with Rule 903 of Regulation S.  Accordingly, none of the Agents, their respective affiliates nor any person acting on their behalf, has made or will make:

(i)   any offer to sell or any solicitation of an offer to buy, any Offered Securities to any person within the United States, any U.S. Person, or for the account or benefit of any U.S. Person or person within the United States;

(ii)   any sale of Offered Securities to any purchaser unless such purchaser is not a U.S. Person and is not purchasing for the account or benefit of any U.S. Person and, at the time the buy order was or will have been originated, the purchaser was outside the United States, or such Agent, affiliate or person acting on behalf of either reasonably believed that such purchaser was outside the United States; or

(iii)   any Directed Selling Efforts with respect to the Offered Securities.  It agrees that, at or prior to confirmation of the sale of the Offered Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Offered Securities from it during the Distribution Compliance Period a confirmation or notice to substantially the following effect:

“The securities covered hereby have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons (i) as part of their distribution at any time or (ii) otherwise until one-year after the later of the commence­ment of the offering and closing date, except in either case in accordance with Regulation S under the U.S. Securities Act.  Terms used herein have the meanings given to them in Regulation S.”

In addition, prior to the expiration of the Distribution Compliance Period, all offers and sales of the Offered Securities by such Agent shall be made only in accordance with the provisions of Rule 903 or 904 of Regulation S; pursuant to a registration of the Offered Securities under the U.S. Securities Act; or pursuant to an available exemption from the registration requirements of the U.S. Securities Act.

Such Agent agrees to obtain substantially identical undertakings from each member of any banking and selling group formed in connection with the distribution of the Offered Securities contemplated hereby and to comply with the offering restriction requirements of Regulation S.

2.   It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Securities, except with its affiliates, any selling group members or with the prior written consent of the Corporation.  It shall require each selling group member to agree, for the benefit of the Corporation, to comply with, and shall use its best efforts to ensure that each selling group member complies with, the same provisions of this Schedule as apply to such Agent if such provisions applied to such selling group member.

Representations, Warranties and Covenants of the Corporation

The Corporation represents, warrants, covenants and agrees that:

1.   The Corporation is a “reporting issuer” within the meaning of Regulation S.

2.   The Corporation is not, and as a result of the sale of the Offered Securities contemplated hereby will not be, an “investment company” as defined in the United States Investment Company Act of 1940, as amended.

3.   Neither the Corporation nor any of its affiliates, nor any person acting on its or their behalf, has made or will make:  (A) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to any U.S. Person or a person in the United States; or (B) any sale of Offered Securities unless, at the time the buy order was or will have been originated, the purchaser is not a U.S. Person and is (i) outside the United States or (ii) the Corporation, its affiliates, and any person acting on their behalf reasonably believe that the purchaser is outside the United States.

4.   During the period in which the Offered Securities are offered for sale, neither it nor any of its affiliates, nor any person acting on its or their behalf has made or will make any Directed Selling Efforts in the United States.

5.   Except as hereinafter provided and except with respect to the offer and sale of the Offered Securities offered hereby and offers and sales of common shares of the Corporation pursuant to the Corporation’s employee benefit plans, the Corporation has not, for a period of six months prior to the date hereof sold, offered for sale or solicited any offer to buy any of its securities in the United States.

1.  

      

                             

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EX-10.2

             

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GEOGLOBAL RESOURCES INC.

SUBSCRIPTION AGREEMENT

FOR CANADIAN AND OFFSHORE PURCHASERS

THE UNITS BEING OFFERED FOR SALE MAY ONLY BE PURCHASED BY

RESIDENTS OF THE PROVINCES OF BRITISH COLUMBIA, ALBERTA AND ONTARIO

AND JURISDICTIONS OUTSIDE OF NORTH AMERICA

IN EACH CASE PURSUANT TO AVAILABLE EXEMPTIONS

UNDER APPLICABLE SECURITIES LEGISLATION

INSTRUCTIONS

All Subscribers:

1.           Complete and sign the Execution Pages of the Subscription Agreement.

2.           Complete and sign Schedule “B” attached to the Subscription Agreement.

Canadian Subscribers Only:

Also complete and sign Schedule “C” attached to the Subscription Agreement, if applicable, and, if the Subscriber is, or the Subscriber’s disclosed principal is, an “accredited investor”, Appendix A attached thereto (this schedule does not have to be completed and signed by subscribers purchasing for at least $150,000).

Offshore Subscribers Only:

Also complete and sign Schedule “D” attached to the Subscription Agreement.

__________________________________________

Unless other arrangements acceptable to Primary Capital Inc. have made, a completed and originally executed copy of this Subscription Agreement must be delivered, by no later than 10:00 a.m. (Toronto time) on June 14, 2007, to Primary Capital Inc., Attention: Barry Gordon, 130 King Street West, Suite 2110, Toronto, Ontario  M5X 1B1, Facsimile:  (416) 214-5954.

Unless other arrangements acceptable to Primary Capital Inc. have been made, a certified cheque, bank draft, money order or wire transfer (in accordance with the wire transfer instructions in Schedule “E” attached to the Subscription Agreement) made payable to “Cassels Brock & Blackwell LLP in Trust” must be delivered, by no later than 10:00 a.m. (Toronto time) on June 14, 2007, to Cassels Brock & Blackwell LLP (counsel to Primary Capital Inc.), Attention:  Jennifer Traub, 40 King Street West, Suite 2100, Toronto, Ontario  M5H 3C2 (Telephone:  (416) 860-6526; Fax:  (416) 640-3196).

                    

                             

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SUBSCRIPTION AGREEMENT

TO: Purchasers of Units of GeoGlobal Resources Inc.

Dear Sirs:

Re:           Sale of Units

This Subscription Agreement is to confirm your agreement to purchase from GeoGlobal Resources Inc. (the “Corporation”), subject to the terms and conditions set forth herein, that number of units (the “Units”) of the Corporation set out above your name on the execution page hereof at a price of U.S.$5.00 per Unit (the “Purchase Price”).  Each Unit will consist of one Common Share (as defined herein) (a “Unit Share”) and one-half of one common share purchase warrant of the Corporation (each whole common share purchase warrant, a “Warrant”).

Each Warrant shall entitle the holder to subscribe for one Common Share (each, a “Warrant Share”) at an exercise price of U.S.$7.50 at any time (such period, the “Warrant Term”) prior to 5:00 p.m. (Toronto time) on the date that is 24 months following the Closing Date (as defined below), provided that if the trading price of the Common Shares on the American Stock Exchange (or on any other exchange on which the Common Shares are listed) is U.S.$12.00 or more for 20 consecutive trading days, the Registration Statement (as defined herein) has been declared effective by the United States Securities and Exchange Commission (the “SEC”) and the hold periods imposed upon the Underlying Securities (as defined herein) pursuant to applicable Canadian Securities Laws (as defined herein) have expired, the Warrant Term shall be automatically reduced and shall end on the date that is 30 days from the date of the initial issuance of a news release by the Corporation announcing the change to the Warrant Term.

For each Unit that you purchase pursuant to this Subscription Agreement, you will also receive one non-transferable right (a “Right” and all such Rights, together with all of the Units that you purchase, the “Purchased Securities”) entitling you to receive 0.10 of one Unit (each such whole Unit, a “Rights Unit”), for nominal consideration, in the event that a Registration Statement is not filed with the SEC prior to 5:00 p.m. (Toronto time) on the date that is 60 days following the Closing Date.

The Purchased Securities form part of a larger sale of up to an aggregate of 5,000,000 Units (and associated Rights) (collectively, the “Offered Securities”).  A term sheet with respect to the offering of the Offered Securities is attached hereto as Schedule “A”.  It is understood that less than all the Offered Securities may be sold and the offering of the Offered Securities is not subject to the sale of any minimum amount of Offered Securities.

The proceeds of the Offered Securities will be immediately available to the Corporation upon Closing (as defined herein).

1.   Definitions

In this Subscription Agreement, unless the context otherwise requires:

(a) “Agency Agreement” means the agency agreement to be dated on or about the Closing Date to be entered into between the Agents and the Corporation in respect of the Offering;

(b)           “Agents” means Primary Capital Inc. and Jones, Gable & Company Limited;

(c) “Agreement” or “Subscription Agreement” means this subscription agreement as the same may be amended, supplemented or restated from time to time;

(d) “Business Day” means a day on which Canadian chartered banks are open for the transaction of regular business in the City of Toronto, Ontario;

(e)           “Closing” means the closing of the purchase and sale of the Offered Securities;

(f) “Closing Date” means June 15, 2007 or such other date as the Corporation and the Agents may agree upon;

(g) “Closing Time” means 10:00 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Corporation and the Agents may agree upon;

(h) “Common Shares” means the common shares of the Corporation as constituted on the date hereof;

(i)           “Compensation Options” has the meaning ascribed thereto in section 10;

(j) “Corporation” means GeoGlobal Resources Inc., a corporation incorporated under the laws of the state of Delaware, and includes any successor corporation thereto;

(k) “Information” means all information made publicly available by the Corporation or that the Corporation causes to become publicly available regarding the Corporation, and includes but is not limited to, all press releases, material change reports and financial statements of the Corporation;

(l) “NI 45-106” means National Instrument 45-106 – Prospectus and Registration Exemptions of the Canadian Securities Administrators;

(m) “Offered Securities” has the meaning ascribed thereto on the first page of this Agreement;

(n) “Offering” means the offering of the Offered Securities pursuant to this Agreement and the Agency Agreement;

(o) “Offering Jurisdictions” means the provinces of British Columbia, Alberta and Ontario, and jurisdictions outside of North America;

(p) “Person” means an individual, a firm, a corporation, a syndicate, a partnership, a trust, an association, an unincorporated organization, a joint venture, an investment club, a government or an agency or political subdivision thereof and every other form of legal or business entity of whatsoever nature or kind;

(q) “Primary Capital” means Primary Capital Inc.;

(r)           “Purchase Price” has the meaning ascribed thereto on the first page of this Agreement;

(s) “Purchased Securities” has the meaning ascribed thereto on the first page of this Agreement;

(t) “Registration Statement” means a registration statement with respect to the resale of (i) the Unit Shares; (ii) the Warrant Shares; and (iii) the Common Shares issuable upon exercise of the Compensation Options;

(u)           “Regulation S” means Regulation S adopted by the SEC under the Securities Act;

(v)           “Right” has the meaning ascribed thereto on the first page of this Agreement;

(w)           “Rights Unit” has the meaning ascribed thereto on the first page of this Agreement;

(x)           “SEC” has the meaning ascribed thereto on the first page of this Agreement;

(y)           “Securities Act” means the United States Securities Act of 1933, as amended;

(z) “Securities Laws” means the securities legislation and regulations of, and the instruments, rules and regulations, rules, orders, codes, notices and interpretation notes of the applicable securities regulatory authority or applicable securities regulatory authorities of, the applicable jurisdiction or jurisdictions collectively;

(aa)           “Stock Exchange” means the American Stock Exchange;

(bb) “Subscriber” means the Person, which may include the Agents, if applicable, purchasing the Purchased Securities and whose name appears on the first execution page hereof and who has signed this Subscription Agreement or, if the Person whose name appears on the first execution page hereof has signed this Subscription Agreement as agent for, or on behalf of, a beneficial purchaser and is not a trust company, trust corporation or portfolio manager deemed to be purchasing the Purchased Securities as principal under NI 45-106, the Person who is the beneficial purchaser of the Purchased Securities as disclosed on the execution pages hereof;

(cc) “Underlying Securities” means the Unit Shares and the Warrants comprising the Offered Securities;

(dd)           “Unit” has the meaning ascribed thereto on the first page of this Agreement;

(ee)           “Unit Share” has the meaning ascribed thereto on the first page of this Agreement;

(ff) “United States” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

(gg)           “U.S. dollars” or “U.S.$” means lawful money of the United States of America;

(hh)           “U.S. Person” means a U.S. person as that term is defined in Regulation S;

(ii)           “Warrant” has the meaning ascribed thereto on the first page of this Agreement;

(jj) “Warrant Share” has the meaning ascribed thereto on the first page of this Agreement; and

(kk)           “Warrant Term” has the meaning ascribed thereto on the first page of this Agreement.

                    

                             

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2.   Conditions of Purchase

In connection with your purchase of the Purchased Securities, the following documents are attached hereto which you are requested to complete and sign as indicated and return together with an executed copy of this Agreement and payment of the Purchase Price for the Purchased Securities in accordance with this section 2 as soon as possible and in any event no later than 10:00 a.m. (Toronto time) on June 14, 2007:

(a)   Schedule “B”, with respect to registration and delivery instructions; and

(b)   if you are, or if applicable, the beneficial purchaser for whom you are contracting hereunder is, a resident of, or otherwise subject to the Securities Laws of

(i)   a province or territory of Canada, Schedule “C”, being, among other things, your Canadian “accredited investor” certification, as applicable; or

(ii)   a jurisdiction outside of North America, Schedule “D”, being your “offshore investor” certification.

The obligation of the Corporation to sell the Purchased Securities to you is subject to, among other things, the following conditions:

(a)   you execute and return all documents required by the Securities Laws of the Offering Jurisdictions and the rules and regulations of the Stock Exchange for delivery on your behalf, including the forms set out in Schedules “B” to “D” attached hereto, as applicable, to:

Primary Capital Inc.

130 King Street West, Suite 2110

Toronto, Ontario  M5X 1B1

Attention:                     Barry Gordon

Facsimile:                     (416) 214-5954

(b)   unless other arrangements have been made with the Agents, you make payment of the Purchase Price for the Purchased Securities by certified cheque, bank draft, money order or wire transfer (in accordance with the wire transfer instructions contained in Schedule “E” hereto) in United States dollars payable to “Cassels Brock & Blackwell LLP in Trust”;

(c)   the representations and warranties made by you and, if applicable, any beneficial purchaser for whom you are contracting hereunder (including representations and warranties made in any schedule attached hereto, as applicable), herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date;

(d)   all covenants, agreements and conditions contained in this Agreement to be performed by you and, if applicable, any beneficial purchaser for whom you are contracting hereunder, on or prior to the Closing Date shall have been performed or complied with in all material respects; and

(e)   all necessary regulatory approvals and other closing conditions shall have been obtained or satisfied (or waived, if applicable) prior to the Closing Date.

By returning this Subscription Agreement you consent and, if applicable, any beneficial purchaser for whom you are contracting hereunder consents, to the filing by the Corporation of all documents and personal information concerning the Subscriber provided in this Subscription Agreement required by the Securities Laws of the Offering Jurisdictions and the rules and requirements of the Stock Exchange.

If you are not subscribing for the Purchased Securities for your own account and you are not a trust company, trust corporation or portfolio manager deemed to be purchasing as principal under NI 45-106, each beneficial purchaser for whom you are contracting hereunder must be purchasing the Purchased Securities as principal and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser and such beneficial purchaser is disclosed on the second execution page hereof) must execute all documents required by the Securities Laws of the Offering Jurisdictions and the rules and regulations of the Stock Exchange with respect to the Purchased Securities being acquired by each such beneficial purchaser as principal.  If you are signing this Subscription Agreement as agent or pursuant to a power of attorney for the Subscriber, you represent and warrant that you have authority to bind the Subscriber.

You agree, and you agree to cause any beneficial purchaser for whom you are contracting hereunder, to comply with all Securities Laws of the Offering Jurisdictions and with the rules and regulations of the Stock Exchange concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased Securities.

3.   Authorization of Primary Capital

The Subscriber irrevocably authorizes Primary Capital, in its discretion, to act as the Subscriber’s representative at the Closing, and hereby appoints Primary Capital, with full power of substitution, as its true and lawful attorney with full power and authority in the Subscriber’s place and stead:

(i)   to receive certificates representing the Underlying Securities, to execute in the Subscriber’s name and on its behalf all closing receipts and required documents, to complete and correct any errors or omissions in any form or document provided by the Subscriber in connection with the subscription for the Purchased Securities and to exercise any rights of termination contained in the Agency Agreement;

(ii)   to extend such time periods and to waive, in whole or in part, any representations, warranties, covenants or conditions for the Subscriber’s benefit contained in this Subscription Agreement, the Agency Agreement or any ancillary or related document;

(iii)   to terminate this Subscription Agreement if any condition precedent is not satisfied, in such manner and on such terms and conditions as Primary Capital in its sole discretion may determine; and

(iv)   without limiting the generality of the foregoing, to negotiate, settle, execute, deliver and amend the Agency Agreement.

4.   The Closing

Delivery and payment for the Purchased Securities will be completed at the Closing Time on the Closing Date at the offices of Cassels Brock & Blackwell LLP at 40 King Street West, Suite 2100, Toronto, Ontario M5H 3C2, or at such other location and/or such other time as Primary Capital and the Corporation may agree upon.  If, prior to the Closing Time, the terms and conditions contained in this Subscription Agreement and the Agency Agreement have been complied with to the satisfaction of Primary Capital, or waived by Primary Capital, the Agents shall deliver to the Corporation all completed Subscription Agreements and shall cause Cassels Brock & Blackwell LLP to make payment of the aggregate Purchase Price for all of the Offered Securities sold pursuant to the Agency Agreement against delivery by the Corporation of certificates representing the Underlying Securities comprising the Offered Securities sold pursuant to the Agency Agreement, and such other documentation as may be required pursuant to the Subscription Agreement and the Agency Agreement.

Certificates representing the Underlying Securities will be available for delivery to the Subscriber following the Closing.  For greater certainty, certificates evidencing the Shares and Warrants will be issued and delivered and no separate certificate representing Units will be issued by the Corporation.

If, prior to the Closing Time, the terms and conditions contained in this Subscription Agreement (other than delivery by the Corporation of certificates representing the Underlying Securities) and the Agency Agreement have not been complied with to the satisfaction of Primary Capital, or waived by Primary Capital, the Agents, the Corporation and the Subscriber will have no further obligations under this Subscription Agreement.

5.   Conditions of Closing

The following are certain of the conditions precedent to the Closing and to the purchase of the Offered Securities by the Subscribers, which conditions the Corporation hereby covenants and agrees to use its commercially reasonable efforts to fulfill within the time set out herein, and which conditions may be waived in writing in whole or in part by Primary Capital:

(a) the Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including those of the Stock Exchange) required for the completion of the transaction contemplated by this Subscription Agreement, and the Stock Exchange shall have approved the listing thereon of the Unit Shares and Warrant Shares upon issuance (including those issuable in connection with the Rights Units) and the Common Shares underlying the Compensation Options, subject to the fulfillment of normal conditions;

(b) the representations and warranties of the Corporation contained herein and in the Agency Agreement shall be true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby;

(c) the Corporation shall have complied with all covenants, and satisfied all terms and conditions contained herein and in the Agency Agreement to be complied with and satisfied by the Corporation at or prior to the Closing;

(d) the Agents shall not have previously terminated their obligations pursuant to the terms of the Agency Agreement; and

(e) the Subscriber shall have completed this Subscription Agreement in full and shall have paid the Purchase Price for the Purchased Securities in the manner contemplated in this Subscription Agreement.

             

                             

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6.           Representations, Warranties and Acknowledgements of the Subscriber

The sale of the Purchased Securities by the Corporation to you is conditional upon such sale being exempt from the requirements as to the filing of a prospectus and as to the preparation of an offering memorandum or similar document contained in any statute, regulation, instrument, rule or policy applicable to the sale of the Purchased Securities or upon the issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum or similar document.

You acknowledge and agree that:

(a)   You, or others for whom you are contracting hereunder, have been independently advised as to or are aware of the restrictions with respect to trading in, and the restricted period or statutory hold period applicable to, the Underlying Securities and the Warrant Shares imposed by the Securities Laws of the jurisdiction in which you reside or to which you or the Underlying Securities and Warrant Shares are subject and by the rules and regulations of the Stock Exchange, that a suitable legend or legends will be placed on the certificates representing the Underlying Securities and the Warrant Shares (to the extent that such Warrant Shares are issued prior to the expiry of the applicable hold period) to reflect the applicable restricted period and statutory hold period to which such securities are subject and you are hereby advised that during such period, because the Underlying Securities and Warrant Shares bear restrictive legends, the Unit Shares and Warrant Shares cannot be traded through the facilities of the Stock Exchange as such securities are not freely transferable and consequently delivery of the certificate representing such securities will not constitute “good delivery” in settlement of transactions on the Stock Exchange and that the Stock Exchange will deem you to be responsible for any loss incurred on a sale made by you in such securities; you, or others for whom you are contracting hereunder, are aware that the Warrants will not be listed for trading on the Stock Exchange at any time;

(b)   You, or others for whom you are contracting hereunder, are solely responsible and the Corporation and the Agents are not in any way responsible for compliance by you or any beneficial purchaser for whom you are contracting hereunder with all applicable hold periods and resale restrictions to which the Underlying Securities and the Warrant Shares are subject;

(c)   You, or others for whom you are contracting hereunder, have not received or been provided with a prospectus, offering memorandum (within the meaning of the Securities Laws of the Offering Jurisdictions) or similar document and that your decision, or the decision of others for whom you are contracting hereunder, to enter into this Subscription Agreement and to purchase the Purchased Securities from the Corporation has not been based upon any verbal or written representation as to fact or otherwise made by or on behalf of the Corporation or the Agents and that your decision, or the decision of others for whom you are contracting hereunder, is based entirely upon this Subscription Agreement and the term sheet attached as Schedule “A” hereto and information about the Corporation which is publicly available (any such information having been independently obtained by you) and you and any others for whom you are contracting hereunder further acknowledge that the sale of the Purchased Securities was not accompanied by any advertisement in printed media of general and regular paid circulation including printed public media, radio, television or telecommunications, including electronic display and the Internet;

(d)   The Agents and/or their directors, officers, employees, agents and representatives assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of any publicly available information concerning the Corporation or as to whether all information concerning the Corporation that is required to be disclosed or filed by the Corporation under the Securities Laws of the United States, British Columbia, Alberta, Ontario and Quebec has been so disclosed or filed.  The Subscriber acknowledges and agrees that neither the Agents nor their representatives have conducted an investigation or due diligence review with respect to the Corporation or its publicly filed documentation;

(e)   As a consequence of the sale being exempt from the prospectus requirements of the Securities Laws of the Offering Jurisdictions:

(i)   certain protections, rights and remedies provided by the Securities Laws of the Offering Jurisdictions, including statutory rights of rescission or damages, will not be available to you, or others for whom you are contracting hereunder;

(ii)   you, or others for whom you are contracting hereunder, may not receive information that would otherwise be required to be given under the Securities Laws of the Offering Jurisdictions; and

(iii)   the Corporation is relieved from certain obligations that would otherwise apply under the Securities Laws of the Offering Jurisdictions; and

(f)   No Person has made any written or oral representation:

(i)   that any Person will resell or repurchase the Underlying Securities or the Warrant Shares;

(ii)   that any Person will refund the Purchase Price or exercise price of the Warrants; or

(iii)   as to the future price or value of the Underlying Securities or the Warrant Shares.

This subscription may be accepted in whole or in part and the right is reserved to the Corporation to allot to any Subscriber less than the amount of Offered Securities subscribed for hereunder.  Confirmation of acceptance or rejection of this Subscription Agreement will be forwarded to you promptly after the acceptance or rejection of this Subscription Agreement by the Corporation.  If this Subscription Agreement is rejected in whole, you understand that any certified cheques, bank drafts or wire transfers delivered by you to the Agents representing the Purchase Price for the Purchased Securities will be promptly returned to you without interest.  If this Subscription Agreement is accepted only in part, you understand that a cheque representing the portion of the Purchase Price for that number of Offered Securities which is not accepted by the Corporation will be promptly delivered to you, without interest.

By your acceptance of this Subscription Agreement, you, and, if applicable, any others for whom you are contracting hereunder represent and warrant to the Agents and to the Corporation (which representations and warranties shall be true and correct both as of the date of execution of this Subscription Agreement and as of the Closing Date and shall survive the Closing) that:

B.   General:

(a)   You are and any beneficial purchaser for whom you are contracting hereunder is resident, or if not an individual, has the head office, in the jurisdiction set out under the heading “residential address, including postal code” above your signature or under the heading “residential address and telephone number of beneficial purchaser” below your signature, as applicable, set forth on the execution pages of this Subscription Agreement which address is your residence or place of business, or the residence or place of business of any beneficial purchaser for whom you are contracting hereunder, as applicable, and such address was not obtained or used solely for the purpose of acquiring the Purchased Securities.

(b)   If you are an individual, you have attained the age of majority in the jurisdiction in which you are resident and have the legal capacity and competence to enter into and be bound by this Subscription Agreement and to perform the covenants and obligations herein.

(c)   If you are not an individual (i) you have the legal capacity to authorize, execute and deliver this Subscription Agreement, and (ii) the individual signing this Subscription Agreement has been duly authorized to execute and deliver this Subscription Agreement.

(d)   You are, and any beneficial purchaser for whom you are contracting hereunder is, at arm’s-length, within the meaning of the Securities Laws of the Offering Jurisdictions and the rules and regulations of the Stock Exchange, with the Corporation.

(e)   If you are, and, if applicable, any beneficial purchaser for whom you are contracting hereunder is, a resident of a province or territory of Canada and cannot otherwise satisfy any of the requirements set forth in this Section 4, you are, or, if applicable, any beneficial purchaser for whom you are contracting hereunder is, acquiring the Purchased Securities pursuant to and in compliance with an exemption from the prospectus requirements of the Securities Laws of the jurisdiction of residence and will provide the Corporation and the Agents, on request, whether before or after the Closing Date, with evidence of such compliance.

(f)   If you are, or, if applicable, any beneficial purchaser for whom you are contracting hereunder is, a resident of a jurisdiction other than a jurisdiction in Canada, you, and, if applicable, any beneficial purchaser for whom you are contracting hereunder (i) have knowledge of or have been independently advised as to and will comply with the requirements of all the Securities Laws of the jurisdiction of your residence or the residence of any beneficial purchaser for whom you are contracting hereunder, as the case may be, (ii) confirm that the requirements of the Securities Laws in the jurisdiction of your residence or the residence of any beneficial purchaser for whom you are contracting hereunder, as the case may be, does not (A) require the Corporation to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind or nature whatsoever, (B) require the Corporation to prepare and file a prospectus or similar document or to register the Common Shares or (C) impose any registration or other requirements on the Agents, (iii) will provide such evidence of compliance with all such matters as the Corporation or the Agents may request, and (iv) has completed Schedule “D”.

(g)   You are, and, if applicable, any beneficial purchaser for whom you are contracting hereunder is capable of assessing the proposed investment in the Purchased Securities as a result of financial or investment experience or as a result of advice received from a registered person other than the Corporation or an affiliate thereof and you are or, if applicable, any beneficial purchaser for whom you are contracting hereunder is, as the case may be, able to bear the economic loss of the investment in the Purchased Securities.

(h)  

(i)   You are not a U.S. Person and you are not acquiring the Purchased Securities directly or indirectly, for the account of or on behalf of any U.S. Person or Person in the United States;

(ii)   the Purchased Securities were not offered to you in the United States;

(iii)   at the time the buy order for the Purchased Securities was originated, you were, and, if applicable, any beneficial purchaser for whom you are contracting hereunder was, outside the United States and this Subscription Agreement was not executed or delivered in the United States;

(iv)   you agree to resell the Purchased Securities only in accordance with the provisions of Regulation S (Rule 901 through Rule 905, and Preliminary Notes), pursuant to registration under the Securities Act, or pursuant to an available exemption from registration; and

(v)   you agree not to engage in hedging transactions with regard to the Purchased Securities unless in compliance with the Securities Act.

(i) The Purchased Securities to be issued hereunder are not being purchased with knowledge of any material fact about the Corporation that has not been generally disclosed.

(j) You acknowledge and, if applicable, any beneficial purchaser for whom you are contracting hereunder acknowledges, that no agency, governmental authority, securities commission or similar regulatory body, stock exchange or other entity has reviewed, passed on or made any finding or determination as to the merit for investment of the Underlying Securities nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to the Subject Shares or the Warrants.

(k) This Subscription Agreement has been duly executed and delivered and, when accepted by the Corporation, will constitute a legal, valid and binding obligation enforceable against you and, if you are signing this Subscription Agreement on behalf of a beneficial purchaser, also against such beneficial purchaser, in each case in accordance with the terms hereof.

(l)   If you are contracting hereunder as trustee or agent (including, for greater certainty, as portfolio manager or comparable adviser) for one or more beneficial purchasers, you are authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with the subscription made on behalf of such beneficial purchaser or beneficial purchasers and this Subscription Agreement has been authorized, executed and delivered on behalf of such beneficial purchaser or beneficial purchasers, and you acknowledge that either or both the Corporation and the Agents may be required by law to disclose the identity of each beneficial purchaser for whom you are contracting hereunder.

(m)   The execution and delivery of this Subscription Agreement, the performance and compliance with the terms hereof, the purchase of the Purchased Securities and the completion of the transactions described herein by you will not result in any material breach of, or be in conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would, if you are not or any beneficial purchaser for whom you are contracting hereunder is not an individual, constitute a material default under any term or provision of your constating documents, by-laws or resolutions or the constating documents, by-laws or resolutions of any beneficial purchaser for whom you are contracting hereunder, as the case may be, the Securities Laws or any other laws applicable to you or any beneficial purchaser for whom you are contracting hereunder, any agreement to which you are or any beneficial purchaser for whom you are contracting hereunder is a party, or any judgment, decree, order, statute, rule or regulation applicable to you or any beneficial purchaser for whom you are contracting hereunder.

(n)   The funds representing the aggregate Purchase Price in respect of the Purchased Securities which will be advanced by the Subscriber to the Corporation hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (for the purposes of this paragraph the “PCMLTFA”) and you acknowledge that the Corporation may in the future be required by law to disclose the name of the Subscriber and other information relating to this Subscription Agreement and the subscription hereunder, on a confidential basis, pursuant to the PCMLTFA.  To the best of your knowledge (a) none of the subscription funds provided by the Subscriber (i) have been or will be derived directly or indirectly from or related to any activity that is deemed criminal under the laws of Canada, the United States of America, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to you and, (b) you will promptly notify the Corporation if you discover that any of such representations cease to be true, and to provide the Corporation with appropriate information in connection therewith.

(o)   You, on your own behalf and, if applicable, on behalf of each beneficial purchaser for whom you are contracting hereunder, acknowledge and consent to the fact that the Corporation and the Agents are collecting your personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time), and, if applicable, that of each beneficial purchaser for whom you are contracting hereunder, for the purpose of completing this Subscription Agreement.  You, on your own behalf and, if applicable, on behalf of each beneficial purchaser for whom you are contracting hereunder, acknowledge and consent to the Corporation and the Agents retaining such personal information for as long as permitted or required by law or business practices.  You, on your own behalf and, if applicable, on behalf of each beneficial purchaser for whom you are contracting hereunder, further acknowledge and consent to the fact that the Corporation or the Agents may be required by the Securities Laws of the Offering Jurisdictions, the rules and rules and regulations of any stock exchange or the rules of the Investment Dealers Association of Canada to provide regulatory authorities with any personal information provided under this Subscription Agreement.  You represent and warrant, as applicable, that you have the authority to provide the consents and acknowledgements set out in this paragraph on behalf of each beneficial purchaser for whom you are contracting hereunder.  In addition to the foregoing, you agree and acknowledge that the Corporation or the Agents, as the case may be, may use and disclose your personal information, or that of each beneficial purchaser for whom you are contracting hereunder, as follows:

(i)   for internal use with respect to managing the relationships between and contractual obligations of the Corporation, the Agents and you or any beneficial purchaser for whom you are contracting hereunder;

(ii)   for use and disclosure for income tax related purposes, including without limitation, where required by law, disclosure to Canada Revenue Agency;

(iii)   for disclosure to securities regulatory authorities and other regulatory bodies with jurisdiction with respect to reports of trades and similar regulatory filings;

(iv)   for disclosure to a governmental or other authority to which the disclosure is required by court order or subpoena compelling such disclosure and where there is no reasonable alternative to such disclosure;

(iv)   for disclosure to professional advisers of the Corporation or the Agents in connection with the performance of their professional services;

(v)   for disclosure to any person where such disclosure is necessary for legitimate business reasons and is made with your prior written consent;

(vi)   for disclosure to a court determining the rights of the parties under this Subscription Agreement; or

(vii)   for use and disclosure as otherwise required or permitted by law.

(p)   You authorize the indirect collection of personal information (as defined in the Securities Laws of the Province of Ontario) by the Ontario Securities Commission and confirm that you have been notified by the Corporation:

(i)   that the Corporation will be delivering such personal information to the Ontario Securities Commission;

(ii)   that such personal information is being collected indirectly by the Ontario Securities Commission under the authority granted to it in the Securities Laws of the Province of Ontario;

(iii)   that such personal information is being collected for the purpose of the administration and enforcement of the Securities Laws of the Province of Ontario; and

(iv)   that the title, business address and business telephone number of the public official in the Province of Ontario who can answer questions about the Ontario Securities Commission’s indirect collection of personal information is as follows:

Administrative Assistant to the Director of Corporate Finance

Ontario Securities Commission

Suite 1903, Box 55, 20 Queen Street West

Toronto, Ontario  M5H 2S8

Telephone:                      (416) 593-8086

C.   Canadian Purchasers:  If you are resident in, or are otherwise subject to the Securities Laws of, any province or territory in Canada, then one or more of the following paragraphs 4B(a) or 4B(b) hereof applies to you:

             

                             

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(a) Accredited Investors (applicable to all Canadian Purchasers):

(i)   you are purchasing the Purchased Securities either:

A. as principal and not for the benefit of any other Person, or you are deemed under NI 45-106 to be purchasing the Purchased Securities as principal and you are an “accredited investor” within the meaning of NI 45-106; or

B. as agent for a beneficial purchaser disclosed on the execution pages of this Subscription Agreement, and you are an agent or trustee with proper authority to execute all documents required in connection with the purchase of the Purchased Securities on behalf of such disclosed beneficial purchaser and such disclosed beneficial purchaser for whom you are contracting hereunder is purchasing as principal and not for the benefit of any other Person, or is deemed under NI 45-106 to be purchasing the Purchased Securities as principal and such disclosed beneficial purchaser is an “accredited investor” within the meaning of NI 45-106;

(ii)   if you are, or the beneficial purchaser for whom you are contracting hereunder is, as the case may be, a Person, other than an individual or investment fund, that has net assets of at least $5,000,000, you were not, or the beneficial purchaser for whom you are contracting hereunder was not, as the case may be, created or used solely to purchase or hold securities as an accredited investor; and

(iii)   you have concurrently executed and delivered a certificate in the form attached as Schedule “C” hereto.

(b)   Minimum Amount Investment (applicable to all Canadian Purchasers):

(i)   you are purchasing the Purchased Securities either:

A. as principal and not for the benefit of any other Person, and your aggregate acquisition cost, payable by you in cash at the Closing, for the Purchased Securities is not less than $150,000; or

B. as agent for a beneficial purchaser disclosed on the second execution page of this Subscription Agreement, and you are an agent or trustee with proper authority to execute all documents required in connection with the purchase of the Purchased Securities on behalf of such disclosed beneficial purchaser and such disclosed beneficial purchaser for whom you are contracting hereunder is purchasing as principal and not for the benefit of any other Person, and the aggregate acquisition cost of such disclosed beneficial purchaser, payable by such disclosed beneficial purchaser in cash at the Closing, for the Purchased Securities is not less than $150,000; and

(iii)   you were not, or the beneficial purchaser for whom you are contracting hereunder was not, as the case may be, created or used solely to purchase or hold securities in reliance on this exemption from the prospectus requirement.

7.           Legends

(a)   You acknowledge that upon the issuance of the Underlying Securities and the Warrant Shares (to the extent that such Warrant Shares are issued prior to the expiry of the applicable hold period), the certificates representing the Underlying Securities and the Warrant Shares will bear the following legend:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [the date which is four months and one day after the Closing Date will be inserted].”

(b)   You acknowledge that until such time as the same is no longer required under applicable requirements of the Securities Act or applicable state securities laws, certificates representing Unit Shares and Warrant Shares, and all certificates issued in exchange therefor or in substitution thereof, shall bear the following legend:

“THE SECURITIES REPRESENTED HEREBY ARE SECURITIES OF A UNITED STATES DOMESTIC ISSUER AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S (RULE 901 THROUGH RULE 905, AND PRELIMINARY NOTES) UNDER THE SECURITIES ACT OR (D) WITHIN THE UNITED STATES PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.  DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS.  HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”;

provided, that, subject to Rule 905 of Regulations under the Securities Act if any such securities are being sold or otherwise transferred under paragraphs (C) or (D) in the above legend, the legend may be removed at such time that the Unit Shares and Warrant Shares are no longer deemed to be “restricted securities” as defined in Rule 144 under the Securities Act, by delivery to the Corporation’s registrar and transfer agent and to the Corporation and its legal counsel of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, that such legend is no longer required under applicable requirements of the Securities Act or state securities laws.

(c)   You acknowledge that until such time as the same is no longer required under applicable requirements of the Securities Act or applicable state securities laws, certificates representing Warrants, and all certificates issued in exchange therefor or in substitution thereof, shall also bear the following legend:

“THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE SECURITIES OF A UNITED STATES DOMESTIC ISSUER AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (C) OUTSIDE THE AN EFFECTIVE UNITED STATES IN ACCORDANCE WITH REGULATION S (RULE 901 THROUGH RULE 905, AND PRELIMINARY NOTES) UNDER THE SECURITIES ACT.  THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.  AS USED HEREIN, THE TERMS “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS ASCRIBED TO THEM IN REGULATION S UNDER THE SECURITIES ACT.  HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT”.

(d) You agree that each Person exercising a Warrant shall be required to give written confirmation that it is not a U.S. Person and the Warrant is not being exercised on behalf of a U.S. Person or a written opinion of counsel to the effect that the Warrant and the Warrant Shares have been registered under the Securities Act or are exempt from registration thereunder.

8.           Representations and Warranties of the Corporation

The Corporation hereby agrees with the Subscriber that the representations and warranties made by the Corporation to the Agents in the Agency Agreement shall be true and correct in all material respects as of the Closing Date (save and except as waived by the Agents).  The Subscriber shall be entitled to rely on the representations and warranties made by the Corporation to the Agents in the Agency Agreement to the extent that they have not been varied, amended, altered or waived, in whole or in part, by the Agents and shall survive the closing of the Offering and shall continue in full force and effect for the benefit of the Subscriber in accordance with the terms of the Agency Agreement.  The representations and warranties made by the Corporation to the Agents in the Agency Agreement are hereby incorporated by reference such that they form an integral part of this Agreement.

The Corporation hereby agrees to refuse to register any transfer of the Purchased Securities not made in accordance with the provisions of Regulation S (Rule 901 through Rule 905, and Preliminary Notes), pursuant to registration under the Securities Act or pursuant to an available exemption from registration.

9.           Covenants of the Corporation

The Corporation hereby covenants and agrees with the Subscriber as follows:

(a) Securities Filings:  Forthwith after the Closing, the Corporation shall file such forms and documents as may be required under the Securities Laws of the Offering Jurisdictions relating to the Offering which, without limiting the generality of the foregoing, shall include a Form 45-106F1 as prescribed by NI 45-106.

(b) Performance of Acts:  The Corporation shall perform and carry out all of the acts and things to be completed by it as provided in this Subscription Agreement.

(c) Use of Proceeds Amount:  The Corporation shall use the proceeds from the Offering for the exploration and development of the newly acquired NELP-VI exploration blocks and all other exploration blocks acquired hereafter, and for general corporate purposes.

             

                             

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10.           Commission

(a) Commission:  You, if you are the Subscriber, or if you are not the Subscriber then on behalf of the Subscriber, acknowledge that in connection with the Offering the Agents will receive from the Corporation on Closing an aggregate cash fee equal to 6% of the aggregate Purchase Price.  The Corporation will also grant to the Agents non-transferable compensation options (the “Compensation Options”) entitling the Agents to purchase Common Shares equal in number to 6% of the aggregate number of Units issued and sold under the Offering.  Each Compensation Option shall be exercisable by the Agents for one Common Share at a price of U.S.$5.00 until 5:00 p.m. (Toronto time) on the date that is 24 months following the Closing Date.  The Agents shall also receive one Right for each Compensation Option granted to the Agents.  No other fee or commission is payable by the Corporation in connection with the Offering.  The Corporation will, however, pay certain fees and expenses of the Agents in connection with the Offering, as set out in the Agency Agreement.

(b) Acknowledgement:  You, if you are the Subscriber, or if you are not the Subscriber then on behalf of the Subscriber, acknowledge that the Agents have been appointed by the Corporation to act as agents of the Corporation to offer the Offered Securities on a private placement basis and acknowledge that the Agents assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of the information regarding the Corporation which is publicly available, that the Agents have not engaged in or conducted an independent investigation with respect to the Corporation and that the Agents and their representatives are not liable for any information given or statement made to the Subscriber by the Corporation in connection with the Corporation or the transaction contemplated by this Subscription Agreement and the Subscriber hereby releases the Agents and their representatives and agents thereof from any claim that may arise in respect of this Subscription Agreement or the transaction contemplated hereby.

11.           General

(a) Headings:  The division of this Subscription Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Subscription Agreement.  The terms “this Subscription Agreement,” “hereof,” “hereunder”, “herein” and similar expressions refer to this Subscription Agreement and not to any particular article, section or other portion hereof and include any agreement supplemental thereto and any exhibits attached hereto.  Unless something in the subject matter or context is inconsistent therewith, reference herein to articles, sections and paragraphs are to articles, sections, subsections and paragraphs of this Subscription Agreement.

(b) Number and Gender:  Words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine gender and neuter and vice versa.

(c)   Severability:  If one or more of the provisions contained in this Subscription Agreement shall be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality or enforceability of the remaining provisions hereof shall not be affected or impaired thereby.  Each of the provisions of this Subscription Agreement is hereby declared to be separate and distinct.

(d)   Notices:

(i)   All notices or other communications to be given hereunder shall be delivered by hand or by telecopier, and if delivered by hand, shall be deemed to have been given on the date of delivery or, if sent by telecopier, on the date of transmission if sent before 5:00 p.m. (Toronto time) and such day is a Business Day or, if not, on the first Business Day following the date of transmission.

Notices to the Corporation shall be addressed to:

GeoGlobal Resources Inc.

605 – 1^st Street S.W., Suite 310

Calgary, Alberta  T2P 3S9

Attention:                     Allan J. Kent

Facsimile:                                (403) 777-9199

with a copy to:

William S. Clarke, P.A.

65 South Main Street, Suite A-202

Pennington, NJ  08534

Attention:                     William S. Clarke, Esq.

Facsimile:                                (609) 737-3223

Notices to the Subscriber shall be addressed to the address of the Subscriber set out on the execution pages hereof, with a copy to Primary Capital at:

Primary Capital Inc.

130 King Street West, Suite 2110

Toronto, Ontario  M5X 1B1

Attention:                     Barry Gordon

Facsimile:                     (416) 214-5954

with a copy to:

Cassels Brock & Blackwell LLP

40 King Street West, Suite 2100

Toronto, Ontario  M5H 3C2

Attention:                      Jay Goldman

Facsimile:                      (604) 644-9337

(ii)   Any such notice, direction or other instrument, if delivered personally, shall be deemed to have been given and received on the day on which it was delivered, provided that if such day is not a Business Day then the notice, direction or other instrument shall be deemed to have been given and received on the first Business Day next following such day and if transmitted by fax, shall be deemed to have been given and received on the day of its transmission, provided that if such day is not a Business Day or if it is transmitted or received after the end of normal business hours then the notice, direction or other instrument shall be deemed to have been given and received on the first Business Day next following the day of such transmission.

(iii)   Either the Corporation or the Subscriber may change its aforesaid address for service by notice in writing to the other party hereto specifying its new address for service hereunder.

(e)   Further Assurances:  Each party hereto shall from time to time at the request of the other party hereto do such further acts and execute and deliver such further instruments, deeds and documents as shall be reasonably required in order to fully perform and carry out the provisions of this Subscription Agreement.  The parties hereto agree to act honestly and in good faith in the performance of their respective obligations hereunder.

(f)   Successors and Assigns:  Except as otherwise provided, this Subscription Agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.

(g)   Entire Agreement:  The terms of this Subscription Agreement express and constitute the entire agreement between the parties hereto with respect to the subject matter hereof and no implied term or liability of any kind is created or shall arise by reason of anything in this Subscription Agreement.

(h)   Time of Essence:  Time is of the essence of this Subscription Agreement.

(i)   Amendments:  The provisions of this Subscription Agreement may only be amended with the written consent of all of the parties hereto.

(j)   Survival:  Notwithstanding any other provision of this Subscription Agreement, the representations, warranties, covenants and indemnities of or by the Corporation contained herein or in any certificate, document or instrument delivered pursuant hereto shall survive the completion of the transactions contemplated by this Subscription Agreement.

(k)   Governing Law:  Except for matters arising under Canadian Securities Laws, this Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and the laws of the United States of America applicable therein and the parties hereto irrevocably attorn to the jurisdiction of the courts of the State of Delaware.

(l)   Costs:  All costs and expenses incurred by you (including any fees and disbursements of any counsel retained by you) relating to the purchase by you of the Purchased Securities shall be borne by you.

(m)   Assignment:  This Subscription Agreement is not transferable or assignable, in whole or in part, by you or, if applicable, by others on whose behalf you are contracting hereunder.

(n)   Counterparts:  This Subscription Agreement may be executed in one or more counterparts which when taken together shall constitute one and the same agreement.  Delivery of counterparts may be effected by facsimile transmission thereof.

(o)   Facsimile Copies:  The Corporation and the Agents shall be entitled to rely on a facsimile copy of an executed subscription agreement and acceptance by the Corporation of such facsimile subscription shall be legally effective to create a valid and binding agreement between the Subscriber and the Corporation in accordance with the terms thereof.

If the foregoing is in accordance with your understanding, please sign and return this Subscription Agreement together with the other required documents signifying your agreement to purchase the Purchased Securities.  You hereby authorize the Agents to deliver a copy of this Subscription Agreement on your behalf to the Corporation.

             

                             

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EXECUTION PAGES

TO:                      GEOGLOBAL RESOURCES INC.

AND TO:                      PRIMARY CAPITAL INC.

AND TO: JONES, GABLE & COMPANY LIMITED

The undersigned hereby accepts the foregoing and agrees to be bound by the terms set forth herein and, without limitation, agrees that you may rely upon the covenants, representations and warranties of the undersigned contained herein.

DATED as of this                                           day of __________________, 2007.

Number of Offered Securities to be purchased at U.S.$5.00 each:
Aggregate Purchase Price:	U.S.$
Name (full legal name of Subscriber) and Residential Address of Subscriber:
	(residential address, including postal code)
	(telephone number)
	(facsimile number)
	By:
	(signature)
	(please print name)
	(official capacity)

             

                             

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        - EX -      

    

If you are signing this Subscription Agreement as agent for a beneficial purchaser and are not a trust company, trust corporation or portfolio manager deemed to be purchasing as principal under NI 45-106, please provide the following information for each beneficial purchaser:

	(name of beneficial purchaser)
	(residential address and telephone number of beneficial purchaser)
(social insurance number or federal corporate/business account number)

The above-mentioned subscription is hereby accepted by GeoGlobal Resources Inc.

DATED as of this                                           day of __________________, 2007.

GEOGLOBAL RESOURCES INC.

By:  ______________________________________

Authorized Signing Officer

             

                             

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SCHEDULE “A”

GEOGLOBAL RESOURCES INC.

TERM SHEET

BEST EFFORTS PRIVATE PLACEMENT OF UNITS

UP TO U.S.$25,000,000

Issuer:	GeoGlobal Resources Inc. (the “Corporation”).
Offering:	Up to 5,000,000 units (“Units”).  Each Unit will be comprised of one common share of the Corporation (each, a “Unit Share”) and one-half of one common share purchase warrant (each whole such common share purchase warrant, a “Warrant”).  Each Warrant will entitle the holder to acquire one additional common share (each, a “Warrant Share”) at an exercise price of U.S.$7.50 at any time (such period, the “Warrant Term”) prior to 5:00 p.m. (Toronto time) on the date that is 24 months following the Closing Date (as defined below); provided that if the trading price of the common shares on the American Stock Exchange or on any other exchange that the common shares are listed is at U.S.$12.00 or more for 20 consecutive trading days, if the registration statement referred to herein under the caption U.S. Registration Statement has been declared effective and the hold periods imposed upon the Unit Shares and the Warrants pursuant to applicable Canadian securities laws have expired, then the Warrant Term shall be automatically reduced to 30 days from the date of initial issuance of a news release by the Corporation announcing the change to the Warrant Term.  The Warrants shall be issued pursuant to a warrant indenture or certificate which shall contain customary anti-dilution provisions.  Subscribers for Units will also be issued one non-transferable right (a “Right”) for each Unit purchased, each Right entitling the holder thereof, subject to certain conditions, to be issued 0.10 of a Unit (each whole such Unit, a “Rights Unit”) for nominal consideration in the event that the filing of a Registration Statement (as defined below) (the “Liquidity Event”) with the United States Securities and Exchange Commission (the “SEC”) has not occurred prior to 5:00 p.m. (Toronto time) on the date that is 60 days following the Closing Date (the “Liquidity Event Deadline”).
Offering Price:	U.S.$5.00 per Unit (the “Offering Price”).
Offering Size:	Up to U.S.$25,000,000.
Agents:	Primary Capital Inc. Jones, Gable & Company Limited
U.S. Registration Statement:	The Corporation will, as promptly as practicable after the Closing Date, file with and will thereafter use its best efforts to have declared effective by the SEC a registration statement (the “Registration Statement”) with respect to the resale of (i) the Common Shares comprising, in part, the Units; (ii) the Common Shares issuable upon exercise of the Compensation Options; and (iii) the Common Shares issuable upon exercise of the Warrants which comprise, in part, the Units, and the subscribers and the Agents shall agree to provide to the Corporation such information as it may reasonably request in connection therewith.  In the event that the Liquidity Event has not occurred by the Liquidity Event Deadline, Rights Units shall be issued pursuant to and in accordance with the terms of the Rights and the Registration Statement will also cover the resale of the Common Shares comprising in part the Rights Units, the Common Shares issuable upon exercise of the Warrants which comprise in part, the Rights Units and the additional Common Shares that become issuable in connection with the exercise of the Compensation Options.
Commission:	6% of the gross proceeds from the Offering.
Compensation Options:	The Agents shall receive at the closing of the Offering non-transferable compensation options (the “Compensation Options”) entitling the Agents to purchase Common Shares equal in number to 6% of the aggregate number of Units issued and sold under the Offering at a price of U.S.$5.00 per Common Share, subject to customary anti-dilution provisions.  The Compensation Options are to be exercisable at any time prior to 5:00 p.m. (Toronto time) on the date that is 24 months following the Closing Date.  The holders of the Compensation Options will also receive one Right for each Compensation Option issued.
Offering Procedure:	The selling jurisdictions (the “Selling Jurisdictions”) for the Offering will be the provinces of Alberta, British Columbia and Ontario, and such other provinces as the Agents may specify and the Corporation agrees to prior to the Closing Date.  The Units may also be placed in United States through a U.S. sub-agent pursuant to applicable exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “Act”), provided that as a “domestic” issuer under the securities laws of the United States, the Offering shall be conducted in all jurisdictions in the United States in accordance with Regulation D of the Act or other available exemptions from the registration requirements of the Act.  The Units may also be sold in certain foreign jurisdictions, pursuant to applicable securities regulations, subject to the Corporation’s approval.  The Units are to be sold on a “private placement” basis without the preparation or filing of a prospectus, registration statement, offering memorandum or similar disclosure document, provided that the subscribers shall acknowledge in the subscription agreement(s) having available to them an opportunity to review the Corporation’s periodic reports and other filings made with the SEC under the United States Securities Exchange Act of 1934, as amended, and the Act and such other access and information as is required in compliance with Regulation D.  The Agents will only provide potential subscribers with this Term Sheet (or an abridged version) and subscription agreement(s) in respect of the Units.
Hold Period:	It is a condition to closing of the Offering that the Unit Shares, the Warrants, the Warrant Shares and the Rights Units will not be subject to a hold period greater than four months and one day from the Closing Date under Canadian securities laws.  The Unit Shares, the Warrants, the Warrant Shares and the Rights Units will also be subject to a restrictive legend under U.S. securities laws.  The legend may be removed at such time that the Unit Shares and the Warrant Shares are no longer deemed to be “restricted securities” as defined in Rule 144 under the Act.
Use of Proceeds:	The net proceeds from the Offering will be used for the exploration and development of the newly acquired NELP-VI exploration blocks and all other exploration blocks acquired hereafter, and for general corporate purposes.
Closing Date:	The Offering will close on or about June 15, 2007, or such other date as agreed to by the Corporation and the Agents, acting reasonably (the “Closing Date”).

             

                             

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SCHEDULE “B”

ALL SUBSCRIBERS

REGISTRATION AND DELIVERY INSTRUCTIONS

2.   Delivery:  Please deliver the certificates representing the Unit Shares and the Warrants to:

Name

Account reference, if applicable

Contact name

Address, including postal code

Telephone number

3.   Registration:  The certificates representing the Unit Shares and the Warrants which is to be delivered at Closing should be registered as follows:

Name

Account reference, if applicable

Address, including postal code

Words and terms herein with the initial letter or letters thereof capitalized and defined in the Subscription Agreement shall have the meanings given to such capitalized words and terms in the Subscription Agreement.

             

                             

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SCHEDULE “C”

ALL CANADIAN SUBSCRIBERS PURCHASING UNDER

THE “ACCREDITED INVESTOR” EXEMPTION

IF YOUR SUBSCRIPTION PRICE EXCEEDS $150,000 AND SUBSECTION 4B(b) OF THE SUBSCRIPTION AGREEMENT APPLIES TO YOU, YOU ARE NOT REQUIRED TO COMPLETE AND SIGN THIS CERTIFICATE.

TO:                      GEOGLOBAL RESOURCES INC.

AND TO:                      PRIMARY CAPITAL INC.

AND TO:                      JONES, GABLE & COMPANY LIMITED

CERTIFICATE

In connection with the purchase of units (the “Purchased Securities”) of GeoGlobal Resources Inc. (the “Corporation”), the undersigned hereby represents, warrants and certifies that:

1.	the subscriber (the undersigned or, if the undersigned is purchasing the Purchased Securities as agent on behalf of a disclosed beneficial purchaser, such beneficial purchaser being referred to herein as the “Subscriber”) is resident in a province or territory of Canada or is subject to the securities laws of a province or territory of Canada;
2.	the Subscriber is purchasing the Units as principal or is deemed under National Instrument 45-106 - Prospectus and Registration Exemptions of the Canadian Securities Administrators (“NI 45-106”) to be purchasing the Purchased Securities as principal; and
3.	the Subscriber is an “accredited investor” within the meaning of NI 45-106, by virtue of satisfying the indicated criterion as set out in Appendix A to this certificate (YOU MUST ALSO INITIAL OR PLACE A CHECK-MARK ON THE APPROPRIATE LINE IN APPENDIX A ATTACHED TO THIS CERTIFICATE).
The above representations and warranties will be true and correct both as of the execution of this certificate and as of the closing time of the purchase and sale of the Purchased Securities and acknowledge that they will survive the completion of the issue of the Purchased Securities.
The undersigned acknowledges that the foregoing representations and warranties are made by the undersigned with the intent that they be relied upon in determining the suitability of the Subscriber as a purchaser of the Purchased Securities and that this certificate is incorporated into and forms part of the Subscription Agreement and the undersigned undertakes to immediately notify the Corporation of any change in any statement or other information relating to the Subscriber set forth herein which takes place prior to the closing time of the purchase and sale of the Purchased Securities.

             

                             

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        - C -      

           

Dated at _______________ this ____ day of ____________, 2007.

Print name of Subscriber (or person signing as agent)

By:            

Signature

Title

(print name of individual whose signature appears above, if different from name of Subscriber or agent printed above)

             

                             

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        - C -      

           

APPENDIX A TO SCHEDULE “C”

Accredited Investor - (defined in NI 45-106) means:

(a)	a Canadian financial institution or an authorized foreign bank named in Schedule III of the Bank Act (Canada),
(b)	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada),
(c)	a subsidiary of any person referred to in paragraph (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary,
(d)	a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador),
(e)	an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d),
(f)	the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada,
(g)	a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Quebec,
(h)	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government,
(i)	a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada,
(j)	an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000,
(k)	an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year,
(l)	an individual who, either alone or with a spouse, has net assets of at least $5,000,000,
(m)	a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements,
(n)	an investment fund that distributes or has distributed its securities only to
	(i)	a person that is or was an accredited investor at the time of the distribution,
	(ii)	a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment] and 2.19 [Additional investment in investment funds] of NI 45-106, or
	(iii)	a person described in paragraph (i) or (ii) immediately above that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of NI 45-106,
(o)	an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Quebec, the securities regulatory authority, has issued a receipt,
(p)	a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be,
(q)	a person acting on behalf of a fully managed account managed by that person, if that person
	(i)	is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and
	(ii)	in Ontario, is purchasing a security that is not a security of an investment fund,
(r)	a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded,
(s)	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function,
(t)	a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors,
(u)	an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser, or
(v)	a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Quebec, the regulator as
	(i)	an accredited investor, or
	(ii)	an exempt purchaser in British Columbia or Alberta.

NOTE: The investor must initial or place a check-mark beside the portion of the above definition applicable to the investor.

For the purposes hereof:

(a)	“Canadian financial institution” means
	(i)	an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of the Cooperative Credit Associations Act (Canada), or
	(ii)	a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;
(b)	“control person” has the meaning ascribed to that term in securities legislation except in Manitoba, Ontario, Quebec, Nova Scotia, Newfoundland and Labrador, Prince Edward Island, the Northwest Territories and Nunavut where “control person” means any person that holds or is one of a combination of persons that hold
	(i)	a sufficient number of any of the securities of an issuer so as to affect materially the control of the issuer, or
	(ii)	more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holding of those securities does not affect materially the control of that issuer;
(c)	“eligibility adviser” means
	(i)	a person that is registered as an investment dealer or in an equivalent category of registration under the securities legislation of the jurisdiction of a purchaser and authorized to give advice with respect to the type of security being distributed, and
	(ii)	in Saskatchewan or Manitoba, also means a lawyer who is a practising member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not:
		(A)	have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders or control persons, and
		(B)	have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months;
(d)	“executive officer” means, for an issuer, an individual who is
	(i)	a chair, vice-chair or president,
	(ii)	a vice-president in charge of a principal business unit, division or function including sales, finance or production,
	(iii)	an officer of the issuer or any of its subsidiaries and who performs a policy-making function in respect of the issuer, or
	(iv)	performing a policy-making function in respect of the issuer;
(e)	“financial assets” means (i) cash, (ii) securities or (iii) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;
(f)	“founder” means, in respect of an issuer, a person who,
	(i)	acting alone, in conjunction or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and
	(ii)	at the time of the trade is actively involved in the business of the issuer;
(g)	“fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction;
(h)	“investment fund” has the meaning ascribed thereto in National Instrument 81-106 - Investment Fund Continuous Disclosure;
(i)	“person” includes
	(i)	an individual,
	(ii)	a corporation,
	(iii)	a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and
	(iv)	an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative;
(j)	“related liabilities” means
	(i)	liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or
	(ii)	liabilities that are secured by financial assets.
(k)	“spouse” means, an individual who,
	(i)	is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual,
	(ii)	is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or
	(iii)	in Alberta, is an individual referred to in paragraph (i) or (ii) immediately above or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta); and
(l)	“subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary;
Affiliated Entities and Control
1.An issuer is considered to be an affiliate of another issuer if one of them is the subsidiary of the other, or if each of them is controlled by the same person.
2.           A person (first person) is considered to control another person (second person) if (a)the first person, directly or indirectly, beneficially owns or exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation, (b)the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests in the partnership, or (c)the second person is a limited partnership and the general partner of the limited partnership is the first person.

All monetary references are in Canadian Dollars

             

                             

                                  Legal*2743064.3                               

            

           

SCHEDULE “D”

ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS

FOR SUBSCRIBERS OUTSIDE OF NORTH AMERICA

The Subscriber, on its own behalf and (if applicable) on behalf of others for whom it is contracting hereunder, further represents, warrants, covenants and certifies to and with the Corporation and the Agents (and acknowledges that the Corporation and the Agents are relying thereon) that it is, and (if applicable) any beneficial purchaser for whom it is contracting hereunder is, a resident of, or otherwise subject to, the securities legislation of a jurisdiction other than Canada or the United States, and:

(a) the Subscriber and any purchaser for whom it is contracting hereunder has been advised that:

(i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Purchased Securities,

(ii)   there is no government or other insurance covering the Purchased Securities,

(iii)   there are risks associated with the purchase of the Purchased Securities,

(iv) there are restrictions on the Subscriber’s ability to resell the Purchased Securities and it is the responsibility of the purchaser to find out what those restrictions are and to comply with them before selling the Purchased Securities, and

(v) the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Securities Act (Ontario) and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (Ontario), including statutory rights of rescission or damages, will not be available to the Subscriber;

(b) the Subscriber is, and (if applicable) any other purchaser for whom it is contracting hereunder, is:

(i)   a purchaser that is recognized by the securities regulatory authority in the jurisdiction in which it is, and (if applicable) any other purchaser for whom it is contracting hereunder is resident or otherwise subject to the securities laws of such jurisdiction, as an exempt purchaser and is purchasing the Purchased Securities as principal for its, or (if applicable) each such other purchaser’s, own account, and not for the benefit of any other person, for investment only and not with a view to resale or distribution; or

(ii) a purchaser that is purchasing Purchased Securities pursuant to an exemption from any prospectus or securities registration requirements (particulars of which are enclosed herewith) available to the Corporation, the Subscriber and any such other purchaser under applicable securities laws of their jurisdiction of residence or to which the Subscriber and any such other purchaser are otherwise subject to, and the Subscriber and any such other purchaser shall deliver to the Corporation such further particulars of the exemption and their qualification thereunder as the Corporation may reasonably request;

(c) the purchase of Purchased Securities by the Subscriber, and (if applicable) each such other purchaser, does not contravene any of the applicable securities laws in such jurisdiction and does not trigger: (i) any obligation to prepare and file a prospectus, an offering memorandum or similar document, or any other ongoing reporting requirements with respect to such purchase or otherwise; or (ii) any registration or other obligation on the part of the Corporation or the Agents; and

(d) the Subscriber, and (if applicable) any other purchaser for whom it is contracting hereunder, will not sell or otherwise dispose of any Purchased Securities or any Unit Shares, Warrants or Warrant Shares underlying the Purchased Securities (the “Underlying Securities”), except in accordance with applicable Canadian securities laws and in accordance with the rules and regulations of the American Stock Exchange, and if the Subscriber, or (if applicable) such beneficial purchaser, sells or otherwise disposes of any Purchased Securities or Underlying Securities to a person other than a resident of Canada, the Subscriber, and (if applicable) such beneficial purchaser, will obtain from such purchaser representations, warranties and covenants in the same form as provided in this Schedule “D” and shall comply with such other requirements as the Corporation may reasonably require.

Dated at _______________ this ____ day of ____________, 2007.

Print name of Subscriber (or person signing as agent)

By:            

Signature

Title

(print name of individual whose signature appears above, if different from name of Subscriber or agent printed above)

             

                             

                                  Legal*2743064.3                               

            

           

SCHEDULE “E”

WIRE TRANSFER INSTRUCTIONS

The aggregate Purchase Price shall be paid in United States currency by wire transfer to Cassels Brock & Blackwell LLP in Trust as follows:

TD Canada Trust, Adelaide and York Branch

141 Adelaide Street West

Toronto, ON  M5H 3L5

Transit Number:  19922 (0620)

Account Number:  0392-649

Swift Code:  TDOMCATTTOR

Account Name: Cassels Brock & Blackwell LLP in Trust

Please reference File No.  39321-3

If the funds are coming from an American or international bank, please include the following:

Swift Code:  TDOMCATTTOR

Bank of America, NY, U.S.A.

ABA:  026 009 593

Account Number:  732-7759

Account Name:  Toronto-Dominion Bank

Please reference File No.  39321-3

             

                             

                                  Legal*2743064.3                               

            

           

EX-10.3

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 21, 2007.

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE SECURITIES OF A UNITED STATES DOMESTIC ISSUER AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S (RULE 901 THROUGH RULE 905, AND PRELIMINARY NOTES) UNDER THE SECURITIES ACT.  THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.  AS USED HEREIN, THE TERMS “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS ASCRIBED TO THEM IN REGULATION S UNDER THE SECURITIES ACT.  HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

l Warrants Warrant Certificate No. l

WARRANT CERTIFICATE OF

GEOGLOBAL RESOURCES INC.

(Incorporated under the laws of Delaware)

This is to certify that, for value received, l (the “Holder”) is the registered holder of l common share purchase warrants (each a “Warrant”) and shall have the right to purchase from GeoGlobal Resources Inc. (hereinafter called the “Corporation”), one fully paid and non-assessable Common Share (as defined herein) (each a “Warrant Share”) for each Warrant represented hereby, subject to adjustment in certain circumstances, at an exercise price of U.S. $7.50 per Common Share (the “Exercise Price”) at any time prior to 5:00 p.m. (Toronto time)on June 20, 2009 the “Expiry Time”) provided that if (i) the trading price of the Common Shares on the American Stock Exchange (“AMEX”) or on any national securities exchange or automated quotation system on which the Common Shares are listed or traded is U.S. $12.00 or more for 20 consecutive trading days, (ii) the Registration Statement (as defined herein) has been declared effective by the U.S. Securities and Exchange Commission, and (iii) the hold period applicable to the Warrant Shares pursuant to the securities laws of the local jurisdictions in Canada where purchasers of Units (as defined herein) reside has expired (the occurrence of all such circumstances, the “Acceleration Event”), then the Expiry Time shall be 5:00 p.m. (Toronto time) on the date which is the 30^th day following the date of issuance by the Corporation (or if such 30^th day is not a business day, which, for the purposes of this certificate, is a day on which chartered banks are normally open for business in Toronto, Ontario, excluding Saturday, Sunday or a statutory or civic holiday, then on the first business day after such date) of a news release as herein provided announcing the change to the Expiry Time. No further notice to the Holder shall be required.  The Warrants have been purchased pursuant to the terms of a subscription agreement (the “Subscription Agreement”) between the Corporation and the original Holder hereof relating to the issuance and sale by the Corporation of an aggregate of up to 5,680,000 units (the “Units”), each Unit consisting of one (1) Common Share and one-half of one (1/2) Warrant and the Warrants are issued subject to the representations and warranties therein and the terms, conditions and covenants contained in such Subscription Agreement.

The Warrants shall be subject to the following terms and conditions:

1.   For the purposes of the Warrants, the term “Common Shares” means common stock  with par value of $0.001 in the capital of the Corporation as constituted on the date hereof; provided that in the event of a change, subdivision, redivision, reduction, combination or consolidation thereof or any other adjustment under Section 8 hereof, or successive such changes, subdivisions, redivisions, reductions, combinations, consolidations or other adjustments, then subject to the adjustments, if any, having been made in accordance with the provisions of this Warrant certificate, “Common Shares” shall thereafter mean the shares, other securities or other property resulting from such change, subdivision, redivision, reduction, combination or consolidation or other adjustment.

2.   All Warrant certificates shall be signed by an officer of the Corporation holding office at the time of signing, or any successor or replacement person and notwithstanding any change in any of the persons holding said offices between the time of actual signing and the delivery of the Warrant certificate and notwithstanding that such officer signing may not have held office at the date of the delivery of the Warrant certificate, the Warrant certificate so signed shall be valid and binding upon the Corporation and the Holder shall be entitled to the benefits of this certificate.

Until such time as the same is no longer required under applicable requirements of the Securities Act or applicable state securities laws, the certificates representing the Warrants and all certificates issued in exchange therefor or in substitution thereof shall bear a legend in substantially the form set forth below:

“THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE SECURITIES OF A UNITED STATES DOMESTIC ISSUER AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S (RULE 901 THROUGH RULE 905, AND PRELIMINARY NOTES) UNDER THE SECURITIES ACT.  THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.  AS USED HEREIN, THE TERMS “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS ASCRIBED TO THEM IN REGULATION S UNDER THE SECURITIES ACT.  HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

Until such time as the same is no longer required under applicable requirements of the Securities Act and applicable state securities laws, certificates representing the Warrant Shares and all certificates issued in exchange therefor or in substitution thereof shall bear a legend in substantially the form set forth below:

"THE SECURITIES REPRESENTED HEREBY ARE SECURITIES OF A UNITED STATES DOMESTIC ISSUER AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S (RULE 901 THROUGH RULE 905, AND PRELIMINARY NOTES) UNDER THE SECURITIES ACT OR (D) WITHIN THE UNITED STATES PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.  DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS.  HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT."

Additionally, until the expiry of the applicable hold period, the certificates representing the Warrants and the Warrant Shares (to the extent such Warrant Shares are issued prior to the expiry of the applicable hold period), and all certificates issued in exchange therefore or in substitution thereof, shall bear the following legend:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 21, 2007.”

3.   All rights under any of the Warrants in respect of which the right of subscription and purchase therein provided for shall not theretofore have been exercised shall wholly cease and terminate and such Warrants shall be wholly void and of no valid or binding effect after the Expiry Time.

4.   Subject to the additional requirements of Section 13 hereof, the right to purchase Warrant Shares pursuant to the Warrants may only be exercised by the Holder in whole or in part at or before the Expiry Time by:

(a)   duly completing and executing a subscription substantially in the form attached hereto as Exhibit “A” (the “Subscription Form”), in the manner therein indicated; and

(b)   surrendering this Warrant certificate and the duly completed and executed subscription form to the Corporation at 605 – 1^st Street, SW, Suite 310, Calgary, AB  T2P 3S9, together with payment of the purchase price for the Warrant Shares subscribed for in the form of cash or a certified or bank cheque payable to the Corporation in an amount equal to the then applicable Exercise Price multiplied by the number of Warrant Shares subscribed for.

5.   Upon such delivery and payment as aforesaid, the Corporation shall cause to be issued to the Holder the number of Common Shares to be issued and the Holder or such person or persons in whose name or names the Holder directs that the Common Shares be registered shall become a shareholder of the Corporation in respect of such Common Shares with effect from the date of such delivery and payment and shall be entitled to delivery of a certificate or certificates evidencing such Common Shares bearing such legends as are provided herein.  The Corporation shall cause such certificate or certificates to be mailed to the Holder at the address or addresses specified in such subscription form within three (3) business days of such delivery and payment as herein provided or, if so instructed by the Holder, held for pick-up by the Holder at the office of the Corporation set out herein.

6.   The holding of a Warrant shall not constitute the Holder a shareholder of the Corporation nor entitle the Holder to any right or interest in respect thereof except as herein expressly provided.

7.   The Corporation covenants and agrees that until the Expiry Time, while any of the Warrants shall be outstanding, it shall reserve and there shall remain unissued out of its authorized capital a sufficient number of Common Shares to satisfy the right of purchase herein provided, as such right of purchase may be adjusted pursuant to Sections 8 and 9 hereof.  All Common Shares which shall be issued upon the exercise of the right to purchase herein provided for, upon payment therefor of the amount at which such Common Shares may at the time be purchased pursuant to the provisions hereof, shall be issued as fully paid and non-assessable shares and the holders thereof shall not be liable to the Corporation or its creditors in respect thereof.  The Corporation will take such actions as may be reasonably necessary and as are within its power to ensure that all the Common Shares may be so issued without violation of any applicable laws or the applicable requirements of any exchange upon which the Common Shares may be listed or in respect of which the Common Shares are qualified for unlisted trading privileges.

8.   For the purposes of this Section 8, unless there is something in the subject matter or context inconsistent therewith, the words and terms defined below shall have the respective meanings specified therefor in this Section:

(a)   “Current Market Price” of the Common Shares at any date means the price per share equal to the weighted average price at which the Common Shares have traded on AMEX or if the Common Shares are not then listed on AMEX, such other Canadian or U.S. stock exchange as may be selected by the directors of the Corporation for such purpose or, if the Common Shares are not then listed on any Canadian or U.S. stock exchange, in the over-the-counter market, during the period of any twenty consecutive trading days ending not more than five trading days before such date; provided that the weighted average price will be determined by dividing the aggregate sale price of all Common Shares sold on the said exchange or market, as the case may be, during the said twenty consecutive trading days by the total number of Common Shares so sold; and provided further that if the Common Shares are not then listed on any Canadian or U.S. stock exchange or traded in the over-the counter market, then the Current Market Price will be determined by such firm of independent chartered accountants as may be selected by the board of directors; and

(b)   “trading day” with respect to AMEX, another stock exchange or an over-the-counter market, as the case may be,  means a day on which AMEX or such stock exchange or over-the-counter market is open for business.

(c)   If and whenever at any time after the date hereof and prior to the Expiry Time the Corporation shall (i) subdivide, redivide or change its then outstanding Common Shares into a greater number of Common Shares, (ii) reduce, combine or consolidate its then outstanding Common Shares into a lesser number of Common Shares or (iii) issue Common Shares (or securities exchangeable for or convertible into Common Shares) to the holders of all or substantially all of its then outstanding Common Shares by way of a stock dividend or other distribution (any of such events herein called a “Common Share Reorganization”), then the Exercise Price shall be adjusted effective immediately after the effective date of any such event in (i) or (ii) above or the record date at which the holders of Common Shares are determined for the purpose of any such dividend or distribution in (iii) above, as the case may be, by multiplying the then applicable Exercise Price in effect on such effective date or record date, as the case may be, by a fraction, the numerator of which shall be the number of Common Shares outstanding on such effective date or record date, as the case may be, before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding immediately after giving effect to such Common Share Reorganization including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of additional Common Shares that would be outstanding if such securities were exchanged for or converted into Common Shares after giving effect to such Common Share Reorganization.  To the extent that any adjustment in the Exercise Price occurs pursuant to this Subsection 8(c) as a result of the fixing by the Corporation of a record date for the distribution of securities exchangeable for or convertible into Common Shares, the Exercise Price will be readjusted immediately after the expiry of any relevant exchange or conversion right to the Exercise Price that would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiry and will be further readjusted in such manner upon the expiry of any further such rights.

(d)   If and whenever at any time after the date hereof and prior to the Expiry Time, the Corporation fixes a record date for the issue or distribution to the holders of all or substantially all of the outstanding Common Shares of rights, options or warrants pursuant to which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue (such period being the “Rights Period”), to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per Common Share (or in the case of securities exchangeable for or convertible into Common Shares at an exchange or conversion price per Common Share at the date of issue of such securities) which is less than 95% of the Current Market Price of the Common Shares on such record date for such issue (any of such events being herein called a “Rights Offering”), the Exercise Price will be adjusted effective immediately after the Rights Period for the Rights Offering to the amount determined by multiplying the applicable Exercise Price in effect at the end of the Rights Period by a fraction:

(i)   the numerator of which will be the sum of:

(A)   the number of Common Shares outstanding on the record date for the Rights Offering; and

(B)   the number determined by dividing:

(1)   either (a) the product of the number of Common Shares offered during the Rights Period pursuant to the Rights Offering and the price at which such Common Shares are offered, or, (b) the product of the exchange or conversion price of the securities so offered and the number of Common Shares for or into which the securities offered pursuant to the Rights Offering may be exchanged or converted, as the case may be, by

(2)   the Current Market Price of the Common Shares as of the record date for the Rights Offering; and

(ii)   the denominator of which will be the aggregate of the number of Common Shares outstanding on such record date and the number of Common Shares actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options pursuant to the Rights Offering (including in the case of the issue or distribution of securities exchangeable for or convertible into Common Shares the number of Common Shares for or into which such securities may be exchanged or converted).

(e)   If by the terms of the rights, options, or warrants referred to in Subsection 8(d), there is more than one purchase, conversion or exchange price per Common Share, 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, will be calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Common Share, as the case may be.  Any Common Shares owned by or held for the account of the Corporation will be deemed not to be outstanding for the purpose of any such calculation.  To the extent that any adjustment in the Exercise Price occurs pursuant to Subsection 8(d) as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants referred to in Subsection 8(d), the Exercise Price will be readjusted immediately after the expiry of any relevant exchange, conversion or exercise right to the Exercise Price that would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiry and will be further readjusted in such manner upon the expiry of any further such rights.

(f)   If and whenever at any time after the date hereof and prior to the Expiry Time, the Corporation fixes a record date for the payment, issue or distribution to the holders of all or substantially all of the Common Shares of:

(i)   shares of the Corporation of any class other than Common Shares;

(ii)   rights, options or warrants to acquire Common Shares or securities exchangeable for or convertible into Common Shares (other than rights, options or warrants pursuant to which holders of Common Shares are entitled, during a period expiring not more than 45 days after the record date for such issue, to subscribe for or purchase Common Shares at a price per share (or in the case of securities exchangeable for or convertible into Common Shares at an exchange or conversion price per share at the date of issue of such securities) of at least 95% of the Current Market Price of the Common Shares on such record date);

(iii)   evidences of indebtedness of the Corporation; or

(iv)   any property or assets (including evidences of the Corporation’s indebtedness) of the Corporation;

and if such issue or distribution does not constitute a Common Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “Special Distribution”), the Exercise Price will be adjusted effective immediately after the record date for the Special Distribution to the amount determined by multiplying the Exercise Price in effect on the record date for the Special Distribution by a fraction:

(A)   the numerator of which will be the difference between:

(1)   the product of the number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date, and

(2)   the fair value, as determined in good faith by the directors of the Corporation, to the holders of the Common Shares, of such dividend, cash, securities, rights, options, warrants, evidences of indebtedness or property or assets to be issued or distributed in the Special Distribution, and

(B)   the denominator of which will be the product obtained by multiplying the number of Common Shares outstanding on such record date by the Current Market Price of the Common Shares on such record date.

Any Common Shares owned by or held for the account of the Corporation will be deemed not to be outstanding for the purpose of such calculation.  To the extent that any adjustment in the Exercise Price occurs pursuant to this Subsection 8(f) as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants to acquire Common Shares or securities exchangeable for or convertible into Common Shares referred to in this Subsection 8(f), the Exercise Price will be readjusted immediately after the expiry of any relevant exercise, exchange or conversion right to the amount that would then be in effect if the fair market value had been determined on the basis of the number of Common Shares issued and remaining issuable immediately after such expiry, and will be further readjusted in such manner upon the expiry of any further such rights.

(g)   If and whenever at any time after the date hereof and prior to the Expiry Time there is a capital reorganization of the Corporation or a reclassification, redesignation or other change in the Common Shares or securities (other than a Common Share Reorganization) or a consolidation, arrangement or merger or amalgamation of the Corporation with or into any other corporation or other entity (other than a consolidation, arrangement, merger or amalgamation which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other securities), or a transfer, sale or conveyance of all or substantially all of the Corporation's undertaking or assets to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or other property (any of such events being called a “Capital Reorganization”), the Holder, where the Holder has not exercised the right of subscription and purchase under this Warrant certificate prior to the effective date of such Capital Reorganization, shall be entitled to receive and shall accept, upon the exercise of such right, on such date or any time thereafter, for the same aggregate consideration in lieu of the number of Common Shares to which the Holder was theretofore entitled to subscribe for and purchase upon the exercise of the Warrants, the kind and aggregate number of shares and/or other securities or property resulting from the Capital Reorganization which the Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the Holder had been the registered holder of the number of Common Shares to which the Holder was theretofore entitled to subscribe for and purchase.  If necessary, as a result of any Capital Reorganization, appropriate adjustments will be made in the application of the provisions of this Warrant certificate with respect to the rights and interest thereafter of the Holder to the end that the provisions of this Warrant certificate will thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares or other securities and/or property thereafter deliverable upon the exercise of the Warrants.

(h)   If and whenever at any time after the date hereof and prior to the Expiry Time, any of the events set out in Subsection 8(c), (d), (e) or (f) shall occur and the occurrence of such event results in an adjustment of the Exercise Price pursuant to the provisions of this Section 8, then the number of Common Shares purchasable pursuant to this Warrant upon exercise thereof shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Common Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the then applicable Exercise Price in effect immediately prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

(i)   If the Corporation takes any action affecting its Common Shares at any time after the date hereof and prior to the Expiry Time, other than an action or event described in this Section 8, which in the opinion of the board of directors of the Corporation, would have a material adverse effect upon the rights of the Holder of the Warrants hereunder, the Exercise Price and/or the number of Common Shares purchasable under this Warrant certificate, then the Corporation shall execute and deliver to the Holder an amendment hereto providing for an adjustment in the application of such provisions so as to adjust such rights as aforesaid in such manner as the board of directors of the Corporation may determine to be equitable in the circumstances, acting in good faith.  The failure of the taking of action by the board of directors of the Corporation to so provide for any adjustment on or prior to the effective date of any action or occurrence giving rise to such state of facts will be conclusive evidence that the board of directors has determined that it is equitable to make no adjustment in the circumstances.

9.   The following rules and procedures shall be applicable to the adjustments made pursuant to Section 8:

(a)   any Common Shares owned or held by or for the account of the Corporation shall be deemed not be to outstanding except that, for the purposes of Section 8, any Common Shares owned by a pension plan or profit sharing plan for employees of the Corporation or any of its subsidiaries shall not be considered to be owned or held by or for the account of the Corporation;

(b)   no adjustment in the Exercise Price will be required unless a change of at least 1% of the prevailing Exercise Price would result, provided, however, that any adjustment which, except for the provisions of this Section 9(b), would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment;

(c)   the adjustments provided for in Section 8 are cumulative and shall apply to successive subdivisions, consolidations, dividends, distributions and other events resulting in any adjustment under the provisions of such Section;

(d)   no adjustment in the Exercise Price or in the number or kind of securities purchasable on the exercise of the Warrants will be made in respect of any event described in Section 8 hereof if the Holder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder had exercised the Warrants prior to, or on, the record date or effective date, as the case may be, of such event;

(e)   in the absence of a resolution of the board of directors of the Corporation fixing a record date for any dividend or distribution referred to in Section 8(c) above, the Corporation shall be deemed to have fixed as the record date therefor the date on which such dividend or distribution is effected;

(f)   if the Corporation sets a record date to take any action and thereafter and before the taking of such action abandons its plan to take such action, then no adjustment to the Exercise Price will be required by reason of the setting of such record date;

(g)   forthwith after any adjustment to the Exercise Price or the number of Common Shares purchasable pursuant to the Warrants, the Corporation shall provide to the Holder a certificate of an officer of the Corporation certifying as to the amount of such adjustment and, in reasonable detail, describing the event requiring and the manner of computing or determining such adjustment;

(h)   if any question that at any time or from time to time arises with respect to the amount of any adjustment to the Exercise Price or the number of Common Shares purchasable pursuant to (or other adjustment pursuant to) Section 8 shall be conclusively determined by a firm of independent chartered accountants (who may be the Corporation's auditors).  Such chartered accountants shall have access to all necessary records of the Corporation and such determination shall be binding on the Corporation and the Holder, absent manifest error.  In the event that any determination is made, the Corporation shall deliver a certificate to the Holder describing such determination and confirming such consent;

(i)   all adjustments to the Exercise Price or the number of Common Shares purchasable pursuant to this Warrant certificate are subject to the prior approval of AMEX or any other stock exchange upon which the Common Shares may trade from time to time; and

(j)   at least ten days prior to any record date or effective date, as the case may be, for any event that requires or might require an adjustment in any of the rights of the Holder, including the Exercise Price or the number of Common Shares that are obtained under this Warrant certificate, the Corporation will deliver to the Holder, at the Holder’s registered address, a certificate of the Corporation specifying the particulars of such event and, if determinable, the required adjustment and the calculation of such adjustment.  In case any adjustment for which a notice in this Section 9 has been given is not then determinable, the Corporation will promptly after such adjustment is determinable deliver to the Holder, a certificate providing the calculation of such adjustment.  The Corporation hereby covenants and agrees that the register of transfers and share transfer books for the Common Shares will be open, and that the Corporation will not take any action that might deprive the Holder of the opportunity of exercising the rights contained in this Warrant certificate, during such ten day period. At least ten days prior to the effective date or record date, as the case may be, of any event referred to in Section 8, the Corporation shall notify the Holder of the particulars of such event and the estimated amount of any adjustment required as a result thereof.

10.   Notwithstanding anything contained herein to the contrary, the Corporation will not be required to issue fractional Common Shares in satisfaction of its obligations hereunder.  If any fractional interest in a Common Share would be deliverable upon the exercise of a Warrant, the Corporation will, in lieu of delivering the fractional Common Share, satisfy the right to receive such fractional interest by payment to the Holder of an amount in cash equal (computed in the case of a fraction of a cent to the next lower cent) to the value of the right to acquire such fractional interest on the basis of the Current Market Price of the Common Shares on the date of exercise.

11.   On the happening of each and every such event set out in Section 8, the applicable provisions of this Warrant, including the Exercise Price, shall, ipso facto, be deemed to be amended accordingly and the Corporation shall take all necessary action so as to comply with such provisions as so amended.

12.   The Corporation covenants that it will at all times while this Warrant remains outstanding, maintain its corporate existence and carry on and conduct its business in a proper and business-like manner and cause to be kept in proper books of account in accordance with generally accepted accounting practice.  The Corporation represents that it is authorized to create and issue the Warrants.  The Corporation covenants that it will cause the Common Shares from time to time subscribed and paid for pursuant to the exercise of the Warrants in the manner herein provided and the certificates representing such Common Shares to be duly issued and delivered in accordance with the Warrants and the terms hereof.  The Corporation covenants that all Common Shares that shall be issued upon exercise of the right to purchase provided for herein, upon payment of the Exercise Price, shall be issued as fully paid and non-assessable.  The Corporation covenants that it will use its commercially reasonable efforts to maintain the trading of the Common Shares on AMEX while this Warrant remains outstanding.  The Corporation covenants that it will use its commercially reasonable efforts to maintain its status as a reporting issuer or equivalent not in default, and not be in default in any material respect of the applicable requirements of, the applicable securities laws of the provinces of British Columbia, Alberta, Ontario and Quebec and shall continue to have a class of equity securities registered under Section 12(g) under the United States Securities Exchange Act of 1934, as amended, and file periodic and other reports and schedules pursuant thereto so long as this Warrant remains outstanding.  The Corporation covenants that if, in the opinion of outside counsel, any instrument is required to be filed with, or any permission, order or ruling is required to be obtained from any securities administrator, regulatory agency or governmental authority in Canada or the United States or any other step is required under any Canadian federal or provincial law before the Common Shares underlying the Warrants may be issued or delivered, the Corporation will use its commercially reasonable efforts to file such instrument, obtain such permission, order or ruling or take all such other actions, at its expense, as are required.  The Corporation covenants that it will perform all its covenants and carry out all of the acts or things to be done by it as provided in this Warrant certificate.  The Corporation hereby represents and warrants that this Warrant certificate is a valid and enforceable obligation of the Corporation, enforceable in accordance with the provisions of this Warrant certificate. The Corporation covenants that in the event the Acceleration Event occurs, it will publish notice of the new Expiry Time in national newspapers in Canada and the United States of general circulation. The Corporation covenants that it will file with, and thereafter use its best efforts to have declared effective by the United States Securities and Exchange Commission, a registration statement (the “Registration Statement”) under the US Securities Act with respect to the Warrant Shares issuable on the exercise of the Warrants.

13.   The Warrants have not been and, subject to Section 12 hereof, will not be registered under the U.S. Securities Act or any state securities laws.  Each certificate for a Warrant Share issued in accordance with the terms of this Warrant shall have imprinted thereon the applicable legends provided by Section 2 hereof.  Each person exercising a Warrant shall provide to the Corporation at the time of surrendering the Warrant for exercise the following:

(a)   a written certification, meeting the requirements of Rule 903(b)(5) under the US Securities Act, that such person is not a U.S. Person, as defined in Regulation S under the US Securities Act, and that such Warrant is not being exercised on behalf of a U.S. Person; or

(b)   a written opinion of counsel (who may be counsel to the Corporation) to the effect that the Warrant and the Common Shares issuable on exercise have been registered under the US Securities Act or are exempt from registration thereunder.

No Warrant may be exercised from within the United States and the Corporation (or its transfer agent) shall not deliver Common Shares upon exercise other than in an offering deemed by the Corporation, based on certifications and other evidence provided by the Holder, to meet the definition of an "offshore transaction" pursuant to Rule 902(h) under the US Securities Act, unless such issuance of Common Shares has been registered under the US Securities Act or an exemption from such registration is available.   If the Holder purporting to exercise a Warrant is a U.S. Person, the Corporation shall require written evidence from the Holder that the Holder is an "accredited investor," as defined in Regulation D under the US Securities Act, at the time the Warrant is exercised.  In connection with any exercise of a Warrant, the Corporation may require the Warrantholder to deliver to the Corporation such additional certifications or written opinions of counsel as the Corporation may consider necessary to assure that such exercise will not violate the requirements of the US Securities Act or any other provision of law.

14.   The Corporation shall not be required to deliver certificates for Common Shares while the share transfer books of the Corporation are properly closed, having regard to the provisions of Sections 8 and 9 hereof, prior to any meeting of shareholders or for the payment of dividends or for any other purpose and in the event of the surrender of any Warrant in accordance with the provisions hereof and the making of any subscription and payment for the Common Shares called for thereby during any such period delivery of certificates for Common Shares may be postponed for not more than five (5) days after the date of the re-opening of said share transfer books.  Provided, however, that any such postponement of delivery of certificates shall be without prejudice to the right of the Holder so surrendering the same and making payment during such period to receive after the share transfer books shall have been re-opened such certificates for the Common Shares called for, as the same may be adjusted pursuant to Sections 8 and 9 hereof as a result of the completion of the event in respect of which the transfer books were closed.

15.   Subject as hereinafter provided, all or any of the rights conferred upon the Holder by the terms hereof may be enforced by the Holder by appropriate legal proceedings.  No recourse under or upon any obligation, covenant or agreement contained herein shall be had against any shareholder or officer of the Corporation either directly or through the Corporation, it being expressly agreed and declared that the obligations under the Warrants are solely corporate obligations and that no personal liability whatever shall attach to or be incurred by the shareholders or officers of the Corporation or any of them in respect thereof, any and all rights and claims against every such shareholder, officer or director being hereby expressly waived as a condition of and as consideration for the issue of the Warrants.

16.   The Holder may subscribe for and purchase any lesser number of Common Shares than the number of shares expressed in the Warrant certificate.  In the case of any subscription for a lesser number of Common Shares than expressed in any Warrant certificate, the Holder hereof shall be entitled to receive at no cost to the Holder a new Warrant certificate in respect of the balance of Warrants not then exercised.  Such new Warrant certificate shall be mailed to the Holder by the Corporation contemporaneously with the mailing of the certificate or certificates representing the Common Shares issued pursuant to Section 5.

17.   If any Warrant certificate becomes stolen, lost, mutilated or destroyed, the Corporation shall, on such terms as it may in its discretion acting reasonably impose, issue and sign a new Warrant certificate of like denomination, tenor and date as the Warrant certificate so stolen, lost, mutilated or destroyed for delivery to the Holder.

18.   The Corporation will maintain a register of holders of Warrants at its principal office: (i) in which will be entered the names and addresses of holders of Warrants and particulars of the Warrants held by them; and (ii) in which all transfers of Warrants and the date and other particulars of each transfer will be entered.  All such transfers will be subject to the provisions of Section 22 hereof.  This register will at all reasonable times be open for inspection by holders of Warrants.  The Corporation may deem and treat the registered holder of any Warrant certificate as the absolute owner of the Warrants represented thereby for all purposes, and the Corporation shall not be affected by any notice or knowledge to the contrary except where the Corporation is required to take notice by statute or by order of a court of competent jurisdiction.  A Holder shall be entitled to the rights evidenced by such Warrant free from all equities or rights of set-off or counterclaim between the Corporation and the original or any intermediate holder thereof and all persons may act accordingly and the receipt by any such Holder of the Common Shares purchasable pursuant to such Warrant shall be a good discharge to the Corporation for the same and the Corporation shall not be bound to inquire into the title of any such Holder except where the Corporation is required to take notice by statute or by order of a court of competent jurisdiction.

19.   The Corporation shall notify the Holder forthwith of any change of address of the Corporation.

20.   In addition to all other powers conferred on them by the other provisions of this Warrant certificate or by law, the Holders shall have the power from time to time by an extraordinary resolution (as defined herein):

(a)   to assent to or sanction any amendment, modification, abrogation, alteration, compromise or arrangement of the rights of the Holders of Warrants against the Corporation which shall be agreed to by the Corporation; and/or

(b)   to assent to any modification of or change in or omission from the provisions contained herein or in any instrument ancillary or supplemental hereto which shall be agreed to by the Corporation and to authorize the Holders to concur in and execute any ancillary or supplemental instrument embodying the change or omission; and/or

(c)   to restrain any Holder of a Warrant from taking or instituting any suit or proceedings against the Corporation for the enforcement of any of the covenants on the part of the Corporation conferred upon the Holders by the terms of the Warrants or to enforce any right of the Holders; and/or

(d)   to amend, alter or repeal any extraordinary resolution previously passed; and/or

(e)   to direct any Holder who, as such, has brought any suit, action or proceeding, to stay or discontinue or otherwise deal therewith on payment of the costs, charges and expenses reasonably and properly incurred by him in connection therewith; and/or

(f)   to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation where the consent of the holders of the securities of the Corporation is required.

Any such extraordinary resolution as aforesaid shall be binding upon all the Holders of Warrants whether or not assenting in writing to any such extraordinary resolution, and each Holder of any of the Warrants shall be bound to give effect thereto accordingly.  Such extraordinary resolution shall, where applicable, be binding on the Corporation which shall give effect thereto accordingly.

Any one or more of the powers, and any combination of the powers, herein stated to be exercisable by the Holders by extraordinary resolution or otherwise, may be exercised from time to time, and the exercise of any one or more of such powers or any combination of such powers from time to time shall not prevent the Holders from exercising such power or powers or combination of powers thereafter from time to time.

The Corporation shall forthwith upon receipt of an extraordinary resolution provide notice to all Holders of the date and text of such resolution.  The Holders of Warrants assenting to an extraordinary resolution agree to provide the Corporation forthwith with a copy of any extraordinary resolution passed.

The expression “extraordinary resolution” when used herein shall mean a resolution assented to in writing, in one or more counterparts, by the Holders of Warrants calling in the aggregate for not less than 66 2/3% of the aggregate number of shares called for by all of the Warrants which are, at the applicable time, outstanding.

21.   All notices to be sent hereunder shall be deemed to be validly given to the Holders of the Warrants if delivered personally or if sent by registered letter through the post addressed to such holders at their post office addresses appearing in the register of Warrant holders caused to be maintained by the Corporation pursuant to Section 18, and such notice shall be deemed to have been given, if delivered personally when so delivered, and if sent by post on the fifth business day next following the post thereof.

22.  

(a)   Subject to the provisions hereof, the Holder may transfer the Warrants evidenced hereby either in whole or in part by completing the Assignment form attached hereto as Exhibit “B”.  The Warrants may only be transferred in accordance with applicable laws.  Any such transfer, accompanied by this Warrant certificate, must be delivered to the Corporation at its principal office set out herein, together with such evidence of identity or title as the Corporation may reasonably require, whereupon the transfer will be registered and duly noted by endorsement hereon signed by the Corporation.  If part only of the Warrants evidenced hereby is transferred, the Corporation will deliver to the Holder and the transferee replacement Warrant certificates substantially in the form of this certificate.

(b)   Each Holder has agreed as a condition to its purchase of Units from the Corporation and each transferee of Warrants or Warrant Shares issued on exercise of Warrants shall agree, as a condition to such transfer, that it will not offer, sell, pledge or otherwise transfer the Common Shares and Warrants comprising the Units or the Warrant Shares except: (A) to the Corporation, (B) pursuant to an effective registration statement under the Securities Act or (C) outside the United States in accordance with Regulation S (Rule 901 through Rule 905, and preliminary notes) under the Securities Act, and that, absent compliance with the foregoing, the Corporation shall refuse transfer of the securities.  The Holder and any transferee understand and agree that the certificates representing the Common Shares and Warrants comprising the Units and the Warrant Shares will bear a legend to the foregoing effect and that prior to any transfer pursuant to the foregoing, the Corporation may require that the seller furnish the Corporation and the Corporation’s transfer agent with an opinion of counsel of recognized standing, in substance and form satisfactory to the Corporation, that such transfer is exempt from registration under the U.S. Securities Act and any applicable state securities laws and any transferee understands and acknowledges that the certificates for the Common Shares and Warrants comprising the Units and the Warrant Shares and any certificates issued in replacement thereof or exchange therefor, shall have endorsed thereon the legend set forth in Section 2 hereof reflecting such restrictions on transfer.

No Warrant may be issued on transfer of a Warrant unless the transferee shall provide to the Corporation as a condition to such transfer a certification in a form acceptable to the Corporation certifying that the transferee is not a U.S. Person as defined in Rule 902(k) under the US Securities Act or, if such transferee is a U.S. Person, that such transfer does not violate the registration requirements of the US Securities Act.

Such Warrants shall not be transferred by the Corporation and the Holder hereof agrees that the Corporation shall refuse to transfer such Warrants except upon compliance with the restrictions on transfer set forth in this Warrant.

Transfers of the Warrants evidenced hereby may be subject to restrictions under applicable securities law.  Holders of Warrants should consult their own professional advisors in order to assess the legal aspects of a transfer of the Warrants evidenced hereby.

23.   This Warrant shall be governed by the laws of the State of Delaware.

24.   Time shall be of the essence of this Warrant certificate.

25.   This Warrant certificate will enure to the benefit of and will be binding upon the Holder and the Corporation and their respective successors and permitted assigns.

(The remainder of this page was left blank intentionally.)

IN WITNESS WHEREOF the Corporation has caused this Warrant certificate to be signed by its duly authorized officer.

DATED as of the 20th day of June, 2007.

GEOGLOBAL RESOURCES INC.
Per:
	Name:  Allan J. Kent
	Title:    Executive Vice President and CFO

EXHIBIT “A”

SUBSCRIPTION FORM

TO BE COMPLETED IF WARRANTS ARE TO BE EXERCISED:

The undersigned hereby irrevocably subscribes for   common shares of GeoGlobal Resources Inc. according to the terms and conditions set forth in the annexed warrant certificate (or such number of other securities or property to which such warrant entitles the undersigned to acquire under the terms and conditions set forth in the annexed warrant certificate). The subscriber acknowledges and agrees that the common shares issuable upon exercise of the common share purchase warrants may be subject to resale restrictions.

The undersigned hereby acknowledges that the following legend will be placed on the certificates representing the Common Shares being acquired if the Warrants are exercised prior to October 21, 2007:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 21, 2007.

And the following legend will be placed on the certificates representing the Common Shares being acquired until such time as the same is no longer required under applicable requirements of the Securities Act and applicable state securities laws

THE SECURITIES REPRESENTED HEREBY ARE SECURITIES OF A UNITED STATES DOMESTIC ISSUER AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S (RULE 901 THROUGH RULE 905, AND PRELIMINARY NOTES) UNDER THE SECURITIES ACT OR (D) WITHIN THE UNITED STATES PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.  DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS.  HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

Direction as to Registration:

Name and Address:                                                                                                                                

Direction as to Delivery:

Name and Address:                                                                                                                                

Attention:

Exercise Price Tendered

(U.S. $7.50 per share)$

If any Warrants represented by this certificate are not being exercised, a new Warrant certificate representing the number of Warrants which are not exercised hereby will be issued and delivered with the Common Share certificate(s).

Dated at  , this   day of  , 200 .

Witness: ) _____________________________________

) Holder's Name

)

) _____________________________________

)      Authorized Signature

)

) _____________________________________

)      Title (if applicable)

Signature medallion guaranteed:

EXHIBIT “B”

ASSIGNMENT FORM

TO BE COMPLETED IF WARRANTS ARE TO BE ASSIGNED:

TO:                      GeoGlobal Resources Inc.

605 – 1^st Street, SW – Suite 310

Calgary, AB  T2P 3S9

________________________________________ Warrants evidenced by this Warrant certificate are hereby transferred to _______________________ residing at   for good and valuable consideration.  You are hereby irrevocably appointed as the attorney of the undersigned to transfer the said securities on the books maintained by the Corporation with full power of substitution.

Dated at _____________________, this ____ day of ___________, 200___.

Witness: )

) Holder's Name

)

)      

______________________________                                                                                     )           Authorized Signature

)

)      

)      Title (if applicable)

Signature medallion guaranteed:

PrivatePlacement/2007/WarrantCertif/WarrantCertificate FINAL Version 6-20-07

EX-10.4

GEOGLOBAL RESOURCES INC.

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of the 19 day of June, 2007 between GeoGlobal Resources Inc., a Delaware corporation (the “Company”), and Primary Capital Inc. and Jones, Gable & Company Limited (the “Agents”).

RECITALS

WHEREAS the Company proposes to issue to the Subscribers (as defined herein) units comprised of common shares of the Company (“Common Shares”) and common share purchase warrants entitling the Subscribers to subscribe for common shares of the Company (“Warrant Shares”) pursuant to subscription agreements as described in the Agency Agreement dated June 19, 2007 between the Company and the Agents (the “Agency Agreement”);

AND WHEREAS the Company proposes to issue to the Agents compensation options exercisable for units comprised of common shares of the Company (“Compensation Shares”) pursuant to the Agency Agreement;

AND WHEREAS, pursuant to the Agency Agreement, the Company has agreed to effect the registration of the Common Shares, Warrant Shares and Compensation Shares on the terms and subject to the conditions set forth therein and herein;

NOW THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the parties hereby agree as follows:

1.           REGISTRATION RIGHTS.

1.1           Certain Definitions.  As used in this Agreement, the following terms shall have the meanings set forth below:

(a) “Closing” shall mean the closing of the initial sale of the Registrable Securities;

(b) “Commission” shall mean the United States Securities and Exchange Commission or any other federal agency at the time administering the Securities Act;

(c) “Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended;

(d) “Holder” shall mean any holder of Registrable Securities and any holder of Registrable Securities to whom the registration rights conferred by this Agreement have been transferred in compliance with Section 1.8 hereof;

(e) “Registrable Securities” shall mean (i) the Common Shares, (ii) the Warrant Shares, (iii) the Compensation Shares, and (iv) any common shares of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of the shares referenced in (i), (ii) and (iii) above, provided, however, that Registrable Securities shall not include (a) any common shares of the Company which have previously been registered or which have been sold to the public either pursuant to a registered public offering or Rule 144, or (b) any common shares of the Company held by a Holder that may immediately be sold under Rule 144 during any 90-day period and including Rule 144(k);

(f) The terms “register,” “registered” and “registration” shall refer to a registration effected by preparing and filing the Registration Statement, and the declaration or ordering of the effectiveness of such registration statement;

(g) “Registration Expenses” shall mean all expenses incurred in effecting any registration pursuant to this Agreement, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, fees and disbursements of counsel for the Holders (which shall not exceed US$10,000) and expenses of any regular or special audits incident to or required by any such registration, but shall not include Selling Expenses, and the compensation of regular employees of the Company, which shall be paid in any event by the Company;

(h) “Registration Statement” shall mean the registration statement filed pursuant to the Securities Act relating to the resale of the Registrable Securities by the Holders, and all amendments and supplements to such Registration Statement, including pre- and post-effective amendments;

(i) “Rule 144” shall mean Rule 144 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission;

(j) “Securities Act” shall mean the United States Securities Act of 1933, as amended;

(k) “Selling Expenses” shall mean all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities; and

(l) “Subscribers” shall mean the persons buying Registrable Securities pursuant to subscription agreements in the form agreed upon by the Agents and the Company.

1.2           Registration

(a)           The Company covenants to prepare and file with the Commission, as promptly as practicable following the Closing and in any event within 60 days after the Closing, a Registration Statement for an offering to be made on a continuous shelf basis following the date of effectiveness covering the resale of the Registrable Securities by the Holders.  The Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of the resale of the Registrable Securities by the Holders from time to time.  The Company shall use its reasonable best efforts to cause the Registration Statement to become effective pursuant to the Securities Act within 90 days after the Closing.

(b)           The Registration Statement shall not be deemed to have become effective under the Securities Act (i) unless it has been filed and has been declared effective under the Securities Act by the Commission and remains effective pursuant to the Securities Act with respect to the disposition of all Registrable Securities on a continuous shelf basis until all such Registrable Securities are sold or cease to be Registrable Securities, or (ii) if the offering of the Registrable Securities pursuant to such Registration Statement is interfered with by any stop order, cease trade order, injunction or other order or requirement of the Commission or any other governmental agency, court or stock exchange.

1.3           Expenses of Registration.  The Company shall pay all Registration Expenses whether or not such registration shall become effective.

1.4           Registration Procedures.  In the case of the registration effected by the Company pursuant to this Agreement, the Company will keep each Holder advised in writing as to the initiation of such registration and as to the completion thereof.  At its expense, the Company will use its best efforts to:

(a) Keep such registration effective until all such Registrable Securities are sold or cease to be Registrable Securities;

(b) Prepare and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement;

(c) Furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request;

(d) Notify each seller of Registrable Securities covered by such Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, (i) no longer meets the requirements of Section 10(a)(3) of the Securities Act, or (ii) includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and that offers and sales of Registrable Securities in reliance on the prospectus included in the Registration Statement must cease.  At the request of any such seller, the Company shall prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus used shall meet the requirements of Section 10(a)(3) of the Securities Act, or not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing;

(e) Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed;

(f) Use its best efforts to obtain all other approvals, consents, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the Holders to consummate the disposition of the Registrable Securities;

(g) Provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

(h) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first month after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act;

(i) Subject to compliance with the requirements of the Securities Act, cooperate with the Holders to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities sold pursuant to the Registration Statement, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with instructions of the Holders that are provided to the Company;

(j) In connection with any underwritten offering pursuant to a registration statement filed pursuant to Section 1 hereof, the Company will enter into an underwriting agreement with an underwriter selected and retained by the selling security holders, and reasonably acceptable to the Company in its discretion, in form reasonably necessary to effect the offer and sale of common shares, provided such underwriting agreement contains reasonable and customary provisions; and

(k) Furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters or, if such securities are not being sold through underwriters, on the date that the Registration Statement becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in a underwritten public offering, and (ii) a letter, dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by the Company’s independent registered public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and if permitted by applicable accounting standards, to the Holders participating in such registration.

1.5           Indemnification.

(a) The Company will indemnify each Holder, each of its officers, directors and partners, legal counsel, and accountants and each person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls within the meaning of Section 15 of the Securities Act any underwriter, against all expenses, claims, losses, damages, and liabilities (or actions, proceedings or settlements in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors, partners, legal counsel, and accountants and each person controlling such Holder, each such underwriter, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by such Holder or underwriter and stated to be specifically for use therein.  It is agreed that the indemnity agreement contained in this Section 1.5 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

(b) Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors, officers, partners, legal counsel, and accountants and each underwriter, if any, of the Company’s securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, each other such Holder, and each of their officers, directors, and partners, and each person controlling such Holder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such Holders, directors, officers, partners, legal counsel, and accountants, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided that in no event shall any indemnity under this Section 1.5 exceed the gross proceeds from the offering received by such Holder.

(c) Each party entitled to indemnification under this Section 1.5 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 1.5, to the extent such failure is not prejudicial.  No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.  Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

(d) If the indemnification provided for in this Section 1.5 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage or expense referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations.  The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

1.6           Information by Holder.  Each Holder shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Agreement.

1.7           Rule 144 Reporting.  With a view to making available the benefits of certain rules and regulations of the Commission that may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its best efforts to:

(a) File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act at any time it is subject to such reporting requirements; and

(b) So long as a Holder owns any Registrable Securities, furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of Rule 144, and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing a Holder to sell any such securities without registration.

1.8           Transfer or Assignment of Registration Rights.  The registration rights granted to a Holder by the Company under this Agreement may be transferred or assigned by a Holder provided that the Company is given written notice at the time of or within a reasonable time after said transfer or assignment, stating the name and address of the transferee or assignee and identifying the Registrable Securities being transferred or assigned.  Such transferees (other than transferees that acquire the Registrable Securities in a registered public offering or pursuant to a sale under Rule 144) shall automatically be entitled to receive the benefits of and be conclusively deemed to have agreed to be bound by the terms and provisions of this Agreement as if it were a party hereto, and shall be deemed to be Holders under this Agreement.

1.9           Delay of Registration.  No Holder shall have any right to take any action to restrain, enjoin or otherwise delay any registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1.

2.           COVENANTS OF THE COMPANY.

The Company hereby covenants and agrees, so long as any Holder owns any Registrable Securities, as follows:

2.1           Maintain Listing.  The Company covenants that, once it has registered the Registrable Securities under the Securities Act, it shall use its reasonable best efforts to maintain the listing of such securities on each stock exchange or quotation system on which such securities are listed or quoted.

3.           MISCELLANEOUS.

3.1           Governing Law.  This Agreement shall be governed by and be construed in accordance with the laws of the State of Delaware and the laws of the United States of America applicable therein and the parties hereto irrevocably attorn to the jurisdiction of the courts of the State of Delaware.

3.2           Third Party Beneficiaries.  Each Holder (other than the Agents) shall be a beneficiary of this Agreement and entitled to all of the rights and benefits of this Agreement as if such Holder was a party and signatory to this Agreement and shall, for all purposes, be deemed a Holder under this Agreement.  If the Company shall so request, each Holder (other than the Agents) shall agree in writing to be subject to all of the terms hereof.

3.3           Successors and Assigns.  Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

3.4           Entire Agreement; Amendment; Waiver.  This Agreement (including the Exhibit hereto) constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof.  Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated, except by a written instrument signed by the Company and the holders of at least 50% of the Registrable Securities and any such amendment, waiver, discharge or termination shall be binding on all the Holders, but in no event shall the obligation of any Holder hereunder be materially increased, except upon the written consent of such Holder.  This Agreement may be amended to add additional stockholders as parties hereto with the consent of the Company only.

3.5           Notices, etc.  All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by United States first-class mail, postage prepaid, sent by facsimile or delivered personally by hand or nationally recognized courier addressed (a) if to a Holder, as indicated on the list of Holders attached hereto as Exhibit “A”, or at such other address or facsimile number as such holder or permitted assignee shall have furnished to the Company in writing, or (b) if to the Company, at such address or facsimile number as the Company shall have furnished to each Holder in writing.  All such notices and other written communications shall be effective on the date of mailing, confirmed facsimile transfer or delivery.

3.6           Delays or Omissions.  No delay or omission to exercise any right, power or remedy accruing to any Holder, upon any breach or default of the Company under this Agreement shall impair any such right, power or remedy of such Holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default therefore or thereafter occurring.  Any waiver, permit, consent or approval of any kind or character on the part of any Holder of any breach or default under this Agreement or any waiver on the part of any Holder of any provisions or conditions of this Agreement must be made in writing and shall be effective only to the extent specifically set forth in such writing.  All remedies, either under this Agreement or by law or otherwise afforded to any Holder, shall be cumulative and not alternative.

3.7           Rights; Severability.  Unless otherwise expressly provided herein, a Holder’s rights hereunder are several rights, not rights jointly held with any of the other Holders.  In case any provision of the Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

3.8           Information Confidential.  Each Holder acknowledges that the information received by them pursuant hereto may be confidential and for its use only, and it will not use such confidential information in violation of the Exchange Act or reproduce, disclose or disseminate such information to any other person (other than its employees or agents having a need to know the contents of such information, and its attorneys), except in connection with the exercise of rights under this Agreement, unless the Company has made such information available to the public generally or such Holder is required to disclose such information by a governmental body.

3.9           Titles and Subtitles.  The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing or interpreting this Agreement.

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3.10           Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement effective as of the day and year first above written.

GEOGLOBAL RESOURCES INC.

Per:           /s/ Allan J. Kent

Authorized Signing Officer

PRIMARY CAPITAL INC.

Per:           /s/ Barry Gordon

Authorized Signing Officer

JONES, GABLE & COMPANY LIMITED

Per:           /s/ Robb Hindson

Authorized Signing Officer

EX-10.5

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE SECURITIES OF A UNITED STATES DOMESTIC ISSUER AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE RIGHTS REPRESENTED HEREBY ARE NOT TRANSFERABLE.  HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

Number of Rights « » Certificate Number R-« »

RIGHTS CERTIFICATE

OF

GEOGLOBAL RESOURCES INC.

(incorporated under the laws of the state of Delaware)

THIS CERTIFIES THAT, «Registration_Name» (the “Holder”) is entitled to receive, upon surrender of this certificate to GeoGlobal Resources Inc. (the “Corporation”) and for nominal consideration and without any further action by the Holder, 0.10 of one Unit for each right specified above if a Registration Statement is not filed with the United States Securities and Exchange Commission prior to 5:00 p.m. (Toronto time) on August 18, 2007.  Capitalized terms used in this certificate but not defined herein have the meanings ascribed to them in the subscription agreement between the Holder and the Corporation dated the date hereof.

THIS CERTIFICATE SHALL BECOME NULL AND VOID AND THE RIGHTS EVIDENCED HEREBY SHALL TERMINATE IN THE EVENT THAT A REGISTRATION STATEMENT IS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION PRIOR TO 5:00 P.M. (TORONTO TIME) ON AUGUST 18, 2007.

THE RIGHTS REPRESENTED HEREBY ARE NOT TRANSFERABLE.

The Holder is not entitled as such to any rights as a shareholder of the Corporation.

In the event that Units are issued to the Holder in accordance with the terms hereof, the certificates representing the Underlying Securities and the Warrant Shares (to the extent applicable), and all certificates issued in exchange therefore or in substitution thereof, shall bear the following legend, until such time as the same is no longer required:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 21, 2007.”

IN WITNESS WHEREOF the Corporation has caused this Rights certificate to be signed by its duly authorized officer as of this 20^th day of June, 2007.

GEOGLOBAL RESOURCES INC.
Per:
	Name:                      Allan J. Kent
	Title:                      Executive VP and CFO

      

                             

                                  Legal*2696922.2                               

            

           

EX-10.6

      

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THE COMPENSATION OPTIONS AND RIGHTS EVIDENCED HEREBY ARE NOT TRANSFERABLE.  THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE SECURITIES OF A UNITED STATES DOMESTIC ISSUER AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S (RULE 901 THROUGH RULE 905, AND PRELIMINARY NOTES) UNDER THE SECURITIES ACT.  THE COMPENSATION OPTIONS AND RIGHTS EVIDENCED HEREBY MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.  AS USED HEREIN, THE TERMS “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS ASCRIBED TO THEM IN REGULATION S UNDER THE SECURITIES ACT.  HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

COMPENSATION OPTIONS

TO PURCHASE UNITS OF

GEOGLOBAL RESOURCES INC.

(incorporated under the laws of the state of Delaware)

THIS CERTIFIES that, for value received, PRIMARY CAPITAL INC., 130 King Street West, Suite 2110, Toronto, Ontario  M5X 1B1, is the registered holder (the “holder”) of 170,400 compensation options (each, a “Compensation Option” and, collectively, the “Compensation Options”).  Each Compensation Option shall entitle the holder, subject to the terms and conditions set forth in this certificate or in a replacement certificate (in either case, this “Compensation Option Certificate”), to acquire from GeoGlobal Resources Inc. (the “Corporation”) one (1) fully paid and non-assessable common share of the Corporation (a “Share”) at any time commencing on the date hereof and continuing up to 5:00 p.m. (Toronto time) on June 20, 2009 (the “Time of Expiry”) on payment of U.S.$5.00 (the “Exercise Price”).

This Compensation Option Certificate also evidences one (1) right (each, a “Right”) for each Compensation Option evidenced hereby, each such Right entitling the holder to receive, for nominal consideration and without any further action by the holder, an additional 0.10 of one Compensation Share for each Compensation Share purchased by the holder if the Registration Statement is not filed with the United States Securities and Exchange Commission prior to 5:00 p.m. (Toronto time) on August 18, 2007 (the “Right Expiry Time”), and regardless of whether such Compensation Shares are purchased before or after the Right Expiry Time.  The Rights shall expire and be of no further force and effect if the Registration Statement is filed with the United States Securities and Exchange Commission prior to the Right Expiry Time.

The Compensation Options and the Rights are issued to the holder pursuant to the agency agreement (the “Agency Agreement”) dated June 20, 2007 between the Corporation and the holder and Jones, Gable & Company Limited.  Capitalized terms used herein without definition have the meanings ascribed thereto in the Agency Agreement.

For the purposes of this Compensation Option Certificate, the term “Shares” means common stock with par value of $0.001 in the capital of the Corporation as constituted on the date hereof; provided that, in the event of a change, subdivision, redivision, reduction, combination or consolidation thereof or any other adjustment under Section 2 hereof, or successive such changes, subdivisions, redivisions, reductions, combinations, consolidations or other adjustments, then, subject to the adjustments, if any, having been made in accordance with the provisions of this Compensation Option Certificate, “Shares” shall thereafter mean the shares, other securities or other property resulting from such change, subdivision, redivision, reduction, combination, consolidation or other adjustment.

1.   Exercise of Compensation Options.

(1)   Election to Purchase.  The rights evidenced by this Compensation Option Certificate may be exercised by the holder in whole or in part at any time commencing on the date hereof and continuing up to the Time of Expiry and in accordance with the provisions hereof by delivery of an election to exercise in substantially the form attached hereto as Exhibit “1” (“Election to Exercise”), properly completed and executed, together with payment of the Exercise Price for the number of Compensation Shares specified in the Election to Exercise at the office of the Corporation at 605 – 1^st Street S.W., Suite 310, Calgary, Alberta  T2P 3S9, or such other address in Canada as may be notified in writing by the Corporation.  In the event that the rights evidenced by this Compensation Option Certificate are exercised in part, the Corporation shall, contemporaneously with the issuance of the Compensation Shares issuable on the exercise of the Compensation Options so exercised, issue to the holder a new Compensation Option Certificate on identical terms representing the balance of Compensation Options remaining exercisable by the holder.

(2)   Exercise.  The Corporation shall, on the date it receives a duly executed Election to Exercise and the Exercise Price for the number of Compensation Shares specified in the Election to Exercise (the “Exercise Date”), issue that number of Shares specified in the Election to Exercise as fully paid and non-assessable common shares in the capital of the Corporation.

(3)   Execution and Legends.  All Compensation Option Certificates shall be signed by an officer of the Corporation holding office at time of signing, or any successor or replacement person and, notwithstanding any change in any of the persons holding said offices between the time of actual signing and the delivery of the Compensation Option Certificate and notwithstanding that such officer signing may not have held office at the date of delivery of the Compensation Option Certificate, the Compensation Option Certificate so signed shall be valid and binding upon the Corporation and the holder shall be entitled to the benefits of this certificate.

Until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, the Compensation Option Certificates, and all certificates issued in exchange therefore or in substitution thereof, shall bear a legend in substantially the form set forth below:

THE COMPENSATION OPTIONS AND RIGHTS EVIDENCED HEREBY ARE NOT TRANSFERABLE.  THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE SECURITIES OF A UNITED STATES DOMESTIC ISSUER AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S (RULE 901 THROUGH RULE 905, AND PRELIMINARY NOTES) UNDER THE SECURITIES ACT.  THE COMPENSATION OPTIONS AND RIGHTS EVIDENCED HEREBY MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.  AS USED HEREIN, THE TERMS “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS ASCRIBED TO THEM IN REGULATION S UNDER THE SECURITIES ACT.  HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

Until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, the certificates representing the Shares, and all certificates issued in exchange therefore or in substitution thereof, shall bear a legend in substantially the form set forth below:

THE SECURITIES REPRESENTED HEREBY ARE SECURITIES OF A UNITED STATES DOMESTIC ISSUER AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S (RULE 901 THROUGH RULE 905, AND PRELIMINARY NOTES) UNDER THE SECURITIES ACT OR (D) WITHIN THE UNITED STATES PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.  DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS.  HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

Additionally, until the expiry of the applicable hold period under Canadian securities laws, the certificates representing the Shares, and all certificates issued in exchange therefore or in substitution thereof, shall bear a legend in substantially the form set forth below:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 21, 2007.”

(4)   Certificates.  As promptly as practicable after the Exercise Date and, in any event, within three (3) business days of receipt of the Election to Exercise, the Corporation shall issue and deliver, or cause to be issued and delivered, to the holder, registered in such name or names as the holder may direct or if no such direction has been given, in the name of the holder, certificates for the number of Shares specified in the Election to Exercise.  To the extent permitted by law, such exercise shall be deemed to have been effected as of the close of business on the Exercise Date, and at such time the rights of the holder with respect to the number of Compensation Options which have been exercised as such shall cease, and the person or persons in whose name or names any certificate or certificates for Shares shall then be issuable upon such exercise shall be deemed to have become the holder or holders of record of the Shares represented thereby.

(5)   Fractional Shares.  To the extent that the holder of a Compensation Option is entitled to receive on the exercise or partial exercise thereof a fraction of a Share, such right may only be exercised in respect of such fraction in combination with another Compensation Option or other Compensation Options which in the aggregate entitle the holder to receive a whole number of Shares.  If a holder is not able to, or elects not to, combine Compensation Options so as to be entitled to acquire a whole number of Shares, the Corporation will, in lieu of delivering the fractional Share, satisfy the right to receive such fractional interest by payment to the holder of an amount in cash equal (computed in the case of a fraction of a cent to the next lower cent) to the value of the right to acquire such fractional interest on the basis of the Current Market Price of the Shares on the date of exercise.

2.   Anti-Dilution Protection.

(1)   Definitions.  For the purposes of this Section 2, unless there is something in the subject matter or context inconsistent therewith, the words and terms defined below shall have the respective meanings specified therefor in this subsection:

(a)   “Adjustment Period” means the period commencing on the date hereof and ending at the Time of Expiry;

(b)   “Current Market Price” at any date, means the weighted average of the sale prices per Share at which the Shares have traded on the AMEX, or, if the Shares in respect of which a determination of current market price is being made are not listed thereon, on such stock exchange on which such shares are listed as may be selected for such purpose by the directors, or, if the Shares are not listed on any stock exchange, then on the over-the-counter market, for any 20 consecutive trading days selected by the Corporation commencing not later than 30 trading days and ending no later than 5 trading days before such date; provided, however, if such Shares are not traded during such 30 day period for at least 20 consecutive trading days, the simple average of the following prices established for each of 20 consecutive trading days selected by the Corporation commencing not later than 30 trading days before such date:

(i)   the average of the bid and ask prices for each day on which there was no trading, and

(ii)   the closing price of the Shares for each day that there was trading,

(iii)   or in the event that at any date the Shares are not listed on any exchange or on the over-the-counter market, the current market price shall be as determined by the directors or such firm of independent chartered accountants as may be selected by the directors acting reasonably and in good faith in their sole discretion; for these purposes, the weighted average price for any period shall be determined by dividing the aggregate sale prices during such period by the total number of Shares sold during such period;

(c)   “director” means a director of the Corporation for the time being and, unless otherwise specified herein, a reference to action “by the directors” means action by the directors of the Corporation as a board or, whenever empowered, action by the executive committee of such board; and

(d)   “trading day” with respect to a stock exchange or over-the-counter market means a day on which such stock exchange or market is open for business.

(2)   Adjustments.  The Exercise Price and the number of Shares issuable to the holder upon exercise of the Compensation Options shall be subject to adjustment from time to time in the events and in the manner provided as follows:

(a)   If at any time during the Adjustment Period the Corporation shall:

(i)   fix a record date for the issue of, or issue, Shares to the holders of all or substantially all of the outstanding Shares by way of a stock dividend;

(ii)   fix a record date for the distribution to, or make a distribution to, the holders of all or substantially all of the Shares payable in Shares or securities exchangeable for or convertible into Shares;

(iii)   subdivide the outstanding Shares into a greater number of Shares; or

(iv)   consolidate the outstanding Shares into a lesser number of Shares;

(any of such events in subclauses (i), (ii), (iii) and (iv) above being herein called a “Common Share Reorganization”), the Exercise Price shall be adjusted on the earlier of the record date on which holders of Shares are determined for the purposes of the Common Share Reorganization and the effective date of the Common Share Reorganization to the amount determined by multiplying the Exercise Price in effect immediately prior to such record date or effective date, as the case may be, by a fraction:

(A)   the numerator of which shall be the number of Shares outstanding on such record date or effective date before giving effect to such Common Share Reorganization; and

(B)   the denominator of which shall be the number of Shares which will be outstanding immediately after giving effect to such Common Share Reorganization (including in the case of a distribution of securities exchangeable for or convertible into Shares the number of Shares that would be outstanding had such securities all been exchanged for or converted into Shares on such date).

To the extent that any adjustment in the Exercise Price occurs pursuant to this clause 2(2)(a) as a result of the fixing by the Corporation of a record date for the distribution of securities exchangeable for or convertible into Shares, the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange or conversion right to the Exercise Price which would then be in effect based upon the number of Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.

(b)   If at any time during the Adjustment Period the Corporation shall fix a record date for the issue or distribution to the holders of all or substantially all of the outstanding Shares, of rights, options or warrants pursuant to which such holders are entitled, during a period expiring not more than forty-five (45) days after the record date for such issue (such period being the “Rights Period”), to subscribe for or purchase Shares or securities exchangeable for or convertible into Shares at a price per share (or in the case of securities exchangeable for or convertible into Shares at an exchange or conversion price per share at the date of issue of such securities) of less than ninety-five percent (95%) of the Current Market Price of the Shares on such record date (any of such events being herein called a “Rights Offering”), the Exercise Price shall be adjusted effective immediately after the record date for the Rights Offering to the amount determined by multiplying the Exercise Price in effect on such record date by a fraction:

(i)   the numerator of which shall be the aggregate of

(A)   the number of Shares outstanding on the record date for the Rights Offering; and

(B)   the quotient determined by dividing

(I)   either (a) the product of the number of Shares offered during the Rights Period pursuant to the Rights Offering and the price at which such Shares are offered, or, (b) the product of the exchange or conversion price of the securities so offered and the number of Shares for or into which the securities offered pursuant to the Rights Offering may be exchanged or converted, as the case may be, by

(II)   the Current Market Price as of the record date for the Rights Offering; and

(ii)   the denominator of which shall be the aggregate of the number of Shares outstanding on such record date and the number of Shares offered pursuant to the Rights Offering (including in the case of the issue or distribution of securities exchangeable for or convertible into Shares the number of Shares for or into which such securities may be exchanged or converted).

If by the terms of the rights, options, or warrants referred to in this clause 2(2)(b), there is more than one purchase, conversion or exchange price per Share, the aggregate price of the total number of additional Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered, shall be calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Share, as the case may be.  Any Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such calculation.  To the extent that any adjustment in the Exercise Price occurs pursuant to this clause 2(2)(b) as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants referred to in this clause 2(2)(b), the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange, conversion or exercise right to the Exercise Price which would then be in effect based upon the number of Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.

(c)   If at any time during the Adjustment Period the Corporation shall fix a record date for the issue or distribution to the holders of all or substantially all of the outstanding Shares of:

(i)   shares of the Corporation of any class other than Shares;

(ii)   rights, options or warrants to acquire Shares or securities exchangeable for or convertible into Shares (other than rights, options or warrants pursuant to which holders of Shares are entitled, during a period expiring not more than forty-five (45) days after the record date for such issue, to subscribe for or purchase Shares at a price per Share (or in the case of securities exchangeable for or convertible into Shares at an exchange or conversion price per share at the date of issue of such securities) of at least ninety-five percent (95%) of the Current Market Price of the Shares on such record date);

(iii)   evidences of indebtedness of the Corporation; or

(iv)   any property or assets of the Corporation;

and if such issue or distribution does not constitute a Common Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “Special Distribution”), the Exercise Price shall be adjusted effective immediately after the record date for the Special Distribution to the amount determined by multiplying the Exercise Price in effect on the record date for the Special Distribution by a fraction:

(A)   the numerator of which shall be the difference between

(I)   the product of the number of Shares outstanding on such record date and the Current Market Price on such record date, and

(II)   the fair value, as determined by the directors of the Corporation, to the holders of the Shares of the shares, rights, options, warrants, evidences of indebtedness or property or assets to be issued or distributed in the Special Distribution, and

(B)   the denominator of which shall be the product obtained by multiplying the number of Shares outstanding on such record date by the Current Market Price on such record date.

Any Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of such calculation.  To the extent that any adjustment in the Exercise Price occurs pursuant to this clause 2(2)(c) as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants to acquire Shares or securities exchangeable for or convertible into Shares referred to in this clause 2(2)(c), the Exercise Price shall be readjusted immediately after the expiry of any relevant exercise, exchange or conversion right to the amount which would then be in effect if the fair market value had been determined on the basis of the number of Shares issued and remaining issuable immediately after such expiry, and shall be further readjusted in such manner upon the expiry of any further such right.

(d)   If at any time during the Adjustment Period there shall occur:

(i)   a reclassification or redesignation of the Shares, any change of the Shares into other shares or securities or any other capital reorganization involving the Shares, other than a Common Share Reorganization;

(ii)   a consolidation, amalgamation or merger of the Corporation with or into any other body corporate which results in a reclassification or redesignation of the Shares or a change of the Shares into other shares or securities; or

(iii)   the transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or entity;

(any of such events being herein called a “Capital Reorganization”), after the effective date of the Capital Reorganization the holder shall be entitled to receive, and shall accept, for the same aggregate consideration, upon exercise of the Compensation Options, in lieu of the number of Shares to which the holder was theretofore entitled upon the exercise of the Compensation Options, the kind and aggregate number of shares and other securities or property resulting from the Capital Reorganization which the holder would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, the holder had been the registered holder of the number of Shares to which the holder was theretofore entitled to purchase or receive upon the exercise of the Compensation Options.  If necessary, as a result of any Capital Reorganization, appropriate adjustments shall be made in the application of the provisions of this Compensation Option Certificate with respect to the rights and interest thereafter of the holder to the end that the provisions of this Compensation Option Certificate shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares or other securities or property thereafter deliverable upon the exercise of this Compensation Option Certificate.

(e)   If at any time during the Adjustment Period any adjustment or readjustment in the Exercise Price shall occur pursuant to the provisions of clauses 2(2)(a), (b) or (c) hereof, then the number of Shares purchasable upon the subsequent exercise of these Compensation Options shall be simultaneously adjusted or readjusted, as the case may be, by multiplying the number of Shares purchasable upon the exercise of the Compensation Options immediately prior to such adjustment or readjustment by a fraction which shall be the reciprocal of the fraction used in the adjustment or readjustment of the Exercise Price.

(3)   Rules.  The following rules and procedures shall be applicable to adjustments made pursuant to subsection 2(2) of this Compensation Option Certificate.

(a)   Subject to the following provisions of this subsection 2(3), any adjustment made pursuant to subsection 2(2) hereof shall be made successively whenever an event referred to herein shall occur.

(b)   No adjustment in the Exercise Price shall be required unless the adjustment would result in a change of at least one per cent (1%) in the Exercise Price then in effect and no adjustment shall be made in the number of Shares purchasable or issuable on the exercise of the Compensation Options unless it would result in a change of at least one one-hundredth (1/100) of a Share; provided, however, that any adjustments which except for the provisions of this clause 2(3)(b) would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment.  Notwithstanding any other provision of subsection 2(2) of this Compensation Option Certificate, no adjustment of the Exercise Price shall be made which would result in an increase in the Exercise Price or a decrease in the number of Shares issuable upon the exercise of the Compensation Options (except in respect of a consolidation of the outstanding Shares).

(c)   If at any time during the Adjustment Period the Corporation shall take any action affecting the Shares, other than an action or an event described in subsection 2(2) hereof, which would have a material adverse effect upon the rights of the holder under this Compensation Option Certificate, the Exercise Price and/or the number of Shares purchasable under this Compensation Option Certificate shall be adjusted in such manner and at such time as the directors may determine to be equitable in the circumstances.

(d)   No adjustment in the Exercise Price or in the number or kind of securities purchasable on the exercise of this Compensation Option shall be made in respect of any event described in Section 2 hereof if the holder is entitled to participate in such event on the same terms mutatis mutandis as if the holder had exercised the Compensation Options prior to or on the record date or effective date, as the case may be, of such event.

(e)   If the Corporation sets a record date to determine holders of Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and shall thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, no adjustment in the Exercise Price or the number of Shares purchasable upon the exercise of the Compensation Options shall be required by reason of the setting of such record date.

(f)   In any case in which this Compensation Option Certificate shall require that an adjustment shall become effective immediately after a record date for an event referred to in subsection 2(2) hereof, the Corporation may defer, until the occurrence of such event:

(i)   issuing to the holder, to the extent that the Compensation Options are exercised after such record date and before the occurrence of such event, the additional Shares issuable upon such exercise by reason of the adjustment required by such event; and

(ii)   delivering to the holder any distribution declared with respect to such additional Shares after such record date and before such event;

provided, however, that the Corporation shall deliver to the holder an appropriate instrument evidencing the right of the holder, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price or the number of Shares purchasable upon the exercise of the Compensation Options and to such distribution declared with respect to any such additional Shares issuable on this exercise of the Compensation Options.

(g)   If a dispute shall at any time arise with respect to any adjustment of the Exercise Price or the number of Shares purchasable pursuant to this Compensation Option Certificate, such dispute shall be conclusively determined by the auditors of the Corporation or if they are unable or unwilling to act by such other firm of independent chartered accountants as may be selected by the directors.

(4)   Taking of Actions.  As a condition precedent to the taking of any action which would require an adjustment pursuant to subsection 2(2) hereof, the Corporation shall take any action which may, in the opinion of counsel, be necessary in order that the Corporation may validly and legally issue as fully paid and non-assessable shares all of the Unit Shares which the holder is entitled to receive in accordance with the provisions of this Compensation Option Certificate.

(5)   Notice.  At least twenty-one (21) days prior to any record date or effective date, as the case may be, for any event which requires or might require an adjustment in any of the rights of the holder under this Compensation Option Certificate, including the Exercise Price and the number of Shares which are purchasable under this Compensation Option Certificate, the Corporation shall deliver to the holder a certificate of the Corporation specifying the particulars of such event and, if determinable, the required adjustment and the calculation of such adjustment.  In case any adjustment for which a notice under this subsection 2(5) has been given is not then determinable, the Corporation shall promptly after such adjustment is determinable deliver to the holder a certificate providing the calculation of such adjustment.  The Corporation hereby covenants and agrees that the register of transfers and share transfer books for the Shares will be open, and that the Corporation will not take any action which might deprive the holder of the opportunity of exercising the rights of subscription contained in this Compensation Option Certificate, during such twenty-one (21) day period.

3.   Covenants of the Corporation.

The Corporation covenants that it will at all times while any Compensation Options remain outstanding, maintain its corporate existence and carry on and conduct its business in a proper and business-like manner and cause to be kept in proper books of account in accordance with generally accepted accounting practice.  The Corporation represents that it is authorized to create and issue the Compensation Options, the Rights and the Shares issuable upon exercise of the Compensation Options.  The Corporation will at all times keep available, and reserve, out of its authorized Shares, solely for the purpose of issue upon the exercise of the Compensation Options, such number of Shares as are then issuable upon the exercise of the Compensation Options.  The Corporation covenants that it will cause the Shares from time to time subscribed and paid for pursuant to the exercise of the Compensation Options in the manner herein provided and the certificates representing such Shares to be duly issued and delivered in accordance with the Compensation Options and the terms hereof.  The Corporation covenants that all Shares that shall be issued upon exercise of the right to purchase provided for herein and, upon payment of the Exercise Price, shall be issued as fully paid and non-assessable.  The Corporation covenants that it will use its commercially reasonable efforts to maintain the trading of the Shares on the AMEX while any Compensation Options remain outstanding.  The Corporation covenants that it will use its commercially reasonable efforts to maintain its status as a reporting issuer or equivalent not in default, and not be in default in any material respect of the applicable requirements of, the applicable securities laws of the provinces of British Columbia, Alberta, Ontario and Québec and shall continue to have a class of equity securities registered under Section 12(b) under the United States Securities Exchange Act of 1934, as amended, and file all required periodic and other reports and schedules pursuant thereto so long as any Compensation Options remain outstanding.  The Corporation covenants that if, in the opinion of outside counsel, any instrument is required to be filed with, or any permission, order or ruling is required to be obtained from any securities administrator, regulatory agency or governmental authority in Canada or the United States or any other step is required under any Canadian federal or provincial law before the Shares underlying the Compensation Options may be issued or delivered, the Corporation will use its commercially reasonable efforts to file such instrument, obtain such permission, order or ruling or take all such other actions, at its expense, as are required.  The Corporation covenants that it will perform all its covenants and carry out all of the acts or things to be done by it as provided in this Compensation Option Certificate.  The Corporation hereby represents and warrants that this Compensation Option Certificate is a valid and enforceable obligation of the Corporation, enforceable in accordance with the provisions hereof.  The Corporation has entered into a registration rights agreement dated June 20, 2007 with the holder and Jones, Gable & Company Limited, containing certain covenants and agreements of the Corporation for the benefit of the holder, among others, to, among other things, file with and, thereafter, use its best efforts to have declared effective by the United States Securities and Exchange Commission, the Registration Statement under the U.S. Securities Act with respect to the Shares issuable on the exercise of the Compensation Options, among other securities.

4.           United States Restrictions.

The Compensation Options and the Shares issuable upon exercise of the Compensation Options have not been registered under the U.S. Securities Act or any state securities laws and the Compensation Options may not be exercised in the United States or by or on behalf of a U.S. Person (as defined in Regulation S under the U.S. Securities Act).

5.           Transferability.

The Compensation Options evidenced hereby are non-assignable, non-transferable and non-negotiable and may not be exercised by or for the benefit of any person other than the holder.  The holder further acknowledges that the Shares issuable upon exercise of the Compensation Options may be offered, sold or otherwise transferred only in compliance with all applicable securities laws.

6.           Replacement.

Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction or mutilation of this Compensation Option Certificate and, if requested by the Corporation, upon delivery of a bond of indemnity satisfactory to the Corporation (or, in the case of mutilation, upon surrender of this Compensation Option Certificate), the Corporation will issue to the holder a replacement certificate (containing the same terms and conditions as this Compensation Option Certificate).

7.           Expiry Date.

Unless exercised prior thereto in accordance with the terms hereof, the Compensation Options shall expire and all rights to purchase Shares hereunder (excluding, for greater certainty, the Rights which shall expire at the Right Expiry Time) shall cease and become null and void at 5:00 p.m. (Toronto time) on June 20, 2009.

8.           Time.

Time shall be of the essence of this Compensation Option Certificate.

9.           Governing Law.

The laws of the Province of Ontario and the laws of Canada applicable therein shall govern the Compensation Options.

10.           Successor.

The Corporation shall not enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other corporation (herein called a “successor corporation”) whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Corporation and the successor corporation shall have executed such instruments and done such things as, in the opinion of counsel to the holder, are necessary or advisable to establish that upon the consummation of such transaction:

(a)   the successor corporation will have assumed all the covenants and obligations of the Corporation under this Compensation Option Certificate, and

(b)   the Compensation Options will be a valid and binding obligation of the successor corporation entitling the holder, as against the successor corporation, to all the rights of the holder under this Compensation Option Certificate.

Whenever the conditions of this Section 10 shall have been duly observed and performed, the successor corporation shall possess, and from time to time may exercise, each and every right and power of the Corporation under this Compensation Option Certificate in the name of the Corporation or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director or officer of the Corporation may be done and performed with like force and effect by the like directors or officers of the successor corporation.

11.           General.

This Compensation Option Certificate is not valid for any purpose whatsoever unless and until it has been signed by or on behalf of the Corporation.  The holding of the Compensation Options evidenced by this Compensation Option Certificate shall not constitute the holder a shareholder of the Corporation or entitle the holder to any right or interest in respect thereof except as expressly provided in this Compensation Option Certificate.

IN WITNESS WHEREOF the Corporation has caused this Compensation Option Certificate to be signed by its duly authorized officer.

DATED as of the 20^th day of June, 2007.

GEOGLOBAL RESOURCES INC.
Per:	/s/ Allan J. Kent
	Name:                      Allan J. Kent
	Title:                      Executive VP and CFO

      

                             

                                  Legal*2761812.2                               

            

           

      

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EXHIBIT 1

ELECTION TO EXERCISE

TO:           GEOGLOBAL RESOURCES INC.

The undersigned hereby irrevocably elects to exercise the number of Compensation Options of GeoGlobal Resources Inc. set out below for the number of Shares (or other property or securities subject thereto) as set forth below:

(a)	Number of Compensation Options to be Exercised:
(b)	Number of Shares to be Acquired:
(c)	Exercise Price per Compensation Option:	U.S.$5.00
(d)	Aggregate Purchase Price [(b) multiplied by (c)]:	$

and hereby tenders a certified cheque, bank draft or cash for such aggregate purchase price, and directs that the Shares be registered and certificates therefor be issued as directed below.

The undersigned represents that it is not in the United States or a “U.S. person” (as defined in Regulation S under the United States Securities Act of 1933, as amended), is not exercising this Compensation Option on behalf of a U.S. person and did not execute or deliver this Election to Exercise in the United States.

DATED this                                           day of                                           , 200                      .

Per:

Direction as to Registration

Name of Registered Holder:

Address of Registered Holder:

             

                             

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EX-10.7

      

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THE COMPENSATION OPTIONS AND RIGHTS EVIDENCED HEREBY ARE NOT TRANSFERABLE.  THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE SECURITIES OF A UNITED STATES DOMESTIC ISSUER AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S (RULE 901 THROUGH RULE 905, AND PRELIMINARY NOTES) UNDER THE SECURITIES ACT.  THE COMPENSATION OPTIONS AND RIGHTS EVIDENCED HEREBY MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.  AS USED HEREIN, THE TERMS “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS ASCRIBED TO THEM IN REGULATION S UNDER THE SECURITIES ACT.  HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

COMPENSATION OPTIONS

TO PURCHASE UNITS OF

GEOGLOBAL RESOURCES INC.

(incorporated under the laws of the state of Delaware)

THIS CERTIFIES that, for value received, JONES, GABLE & COMPANY LIMITED, 110 Yonge Street, Suite 600, Toronto, Ontario  M5C 1T6, is the registered holder (the “holder”) of 170,400 compensation options (each, a “Compensation Option” and, collectively, the “Compensation Options”).  Each Compensation Option shall entitle the holder, subject to the terms and conditions set forth in this certificate or in a replacement certificate (in either case, this “Compensation Option Certificate”), to acquire from GeoGlobal Resources Inc. (the “Corporation”) one (1) fully paid and non-assessable common share of the Corporation (a “Share”) at any time commencing on the date hereof and continuing up to 5:00 p.m. (Toronto time) on June 20, 2009 (the “Time of Expiry”) on payment of U.S.$5.00 (the “Exercise Price”).

This Compensation Option Certificate also evidences one (1) right (each, a “Right”) for each Compensation Option evidenced hereby, each such Right entitling the holder to receive, for nominal consideration and without any further action by the holder, an additional 0.10 of one Compensation Share for each Compensation Share purchased by the holder if the Registration Statement is not filed with the United States Securities and Exchange Commission prior to 5:00 p.m. (Toronto time) on August 18, 2007 (the “Right Expiry Time”), and regardless of whether such Compensation Shares are purchased before or after the Right Expiry Time.  The Rights shall expire and be of no further force and effect if the Registration Statement is filed with the United States Securities and Exchange Commission prior to the Right Expiry Time.

The Compensation Options and the Rights are issued to the holder pursuant to the agency agreement (the “Agency Agreement”) dated June 20, 2007 between the Corporation and the holder and Jones, Gable & Company Limited.  Capitalized terms used herein without definition have the meanings ascribed thereto in the Agency Agreement.

For the purposes of this Compensation Option Certificate, the term “Shares” means common stock with par value of $0.001 in the capital of the Corporation as constituted on the date hereof; provided that, in the event of a change, subdivision, redivision, reduction, combination or consolidation thereof or any other adjustment under Section 2 hereof, or successive such changes, subdivisions, redivisions, reductions, combinations, consolidations or other adjustments, then, subject to the adjustments, if any, having been made in accordance with the provisions of this Compensation Option Certificate, “Shares” shall thereafter mean the shares, other securities or other property resulting from such change, subdivision, redivision, reduction, combination, consolidation or other adjustment.

1.   Exercise of Compensation Options.

(1)   Election to Purchase.  The rights evidenced by this Compensation Option Certificate may be exercised by the holder in whole or in part at any time commencing on the date hereof and continuing up to the Time of Expiry and in accordance with the provisions hereof by delivery of an election to exercise in substantially the form attached hereto as Exhibit “1” (“Election to Exercise”), properly completed and executed, together with payment of the Exercise Price for the number of Compensation Shares specified in the Election to Exercise at the office of the Corporation at 605 – 1^st Street S.W., Suite 310, Calgary, Alberta  T2P 3S9, or such other address in Canada as may be notified in writing by the Corporation.  In the event that the rights evidenced by this Compensation Option Certificate are exercised in part, the Corporation shall, contemporaneously with the issuance of the Compensation Shares issuable on the exercise of the Compensation Options so exercised, issue to the holder a new Compensation Option Certificate on identical terms representing the balance of Compensation Options remaining exercisable by the holder.

(2)   Exercise.  The Corporation shall, on the date it receives a duly executed Election to Exercise and the Exercise Price for the number of Compensation Shares specified in the Election to Exercise (the “Exercise Date”), issue that number of Shares specified in the Election to Exercise as fully paid and non-assessable common shares in the capital of the Corporation.

(3)   Execution and Legends.  All Compensation Option Certificates shall be signed by an officer of the Corporation holding office at time of signing, or any successor or replacement person and, notwithstanding any change in any of the persons holding said offices between the time of actual signing and the delivery of the Compensation Option Certificate and notwithstanding that such officer signing may not have held office at the date of delivery of the Compensation Option Certificate, the Compensation Option Certificate so signed shall be valid and binding upon the Corporation and the holder shall be entitled to the benefits of this certificate.

Until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, the Compensation Option Certificates, and all certificates issued in exchange therefore or in substitution thereof, shall bear a legend in substantially the form set forth below:

THE COMPENSATION OPTIONS AND RIGHTS EVIDENCED HEREBY ARE NOT TRANSFERABLE.  THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE SECURITIES OF A UNITED STATES DOMESTIC ISSUER AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S (RULE 901 THROUGH RULE 905, AND PRELIMINARY NOTES) UNDER THE SECURITIES ACT.  THE COMPENSATION OPTIONS AND RIGHTS EVIDENCED HEREBY MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.  AS USED HEREIN, THE TERMS “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS ASCRIBED TO THEM IN REGULATION S UNDER THE SECURITIES ACT.  HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

Until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, the certificates representing the Shares, and all certificates issued in exchange therefore or in substitution thereof, shall bear a legend in substantially the form set forth below:

THE SECURITIES REPRESENTED HEREBY ARE SECURITIES OF A UNITED STATES DOMESTIC ISSUER AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S (RULE 901 THROUGH RULE 905, AND PRELIMINARY NOTES) UNDER THE SECURITIES ACT OR (D) WITHIN THE UNITED STATES PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.  DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS.  HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

Additionally, until the expiry of the applicable hold period under Canadian securities laws, the certificates representing the Shares, and all certificates issued in exchange therefore or in substitution thereof, shall bear a legend in substantially the form set forth below:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 21, 2007.”

(4)   Certificates.  As promptly as practicable after the Exercise Date and, in any event, within three (3) business days of receipt of the Election to Exercise, the Corporation shall issue and deliver, or cause to be issued and delivered, to the holder, registered in such name or names as the holder may direct or if no such direction has been given, in the name of the holder, certificates for the number of Shares specified in the Election to Exercise.  To the extent permitted by law, such exercise shall be deemed to have been effected as of the close of business on the Exercise Date, and at such time the rights of the holder with respect to the number of Compensation Options which have been exercised as such shall cease, and the person or persons in whose name or names any certificate or certificates for Shares shall then be issuable upon such exercise shall be deemed to have become the holder or holders of record of the Shares represented thereby.

(5)   Fractional Shares.  To the extent that the holder of a Compensation Option is entitled to receive on the exercise or partial exercise thereof a fraction of a Share, such right may only be exercised in respect of such fraction in combination with another Compensation Option or other Compensation Options which in the aggregate entitle the holder to receive a whole number of Shares.  If a holder is not able to, or elects not to, combine Compensation Options so as to be entitled to acquire a whole number of Shares, the Corporation will, in lieu of delivering the fractional Share, satisfy the right to receive such fractional interest by payment to the holder of an amount in cash equal (computed in the case of a fraction of a cent to the next lower cent) to the value of the right to acquire such fractional interest on the basis of the Current Market Price of the Shares on the date of exercise.

2.   Anti-Dilution Protection.

(1)   Definitions.  For the purposes of this Section 2, unless there is something in the subject matter or context inconsistent therewith, the words and terms defined below shall have the respective meanings specified therefor in this subsection:

(a)   “Adjustment Period” means the period commencing on the date hereof and ending at the Time of Expiry;

(b)   “Current Market Price” at any date, means the weighted average of the sale prices per Share at which the Shares have traded on the AMEX, or, if the Shares in respect of which a determination of current market price is being made are not listed thereon, on such stock exchange on which such shares are listed as may be selected for such purpose by the directors, or, if the Shares are not listed on any stock exchange, then on the over-the-counter market, for any 20 consecutive trading days selected by the Corporation commencing not later than 30 trading days and ending no later than 5 trading days before such date; provided, however, if such Shares are not traded during such 30 day period for at least 20 consecutive trading days, the simple average of the following prices established for each of 20 consecutive trading days selected by the Corporation commencing not later than 30 trading days before such date:

(i)   the average of the bid and ask prices for each day on which there was no trading, and

(ii)   the closing price of the Shares for each day that there was trading,

(iii)   or in the event that at any date the Shares are not listed on any exchange or on the over-the-counter market, the current market price shall be as determined by the directors or such firm of independent chartered accountants as may be selected by the directors acting reasonably and in good faith in their sole discretion; for these purposes, the weighted average price for any period shall be determined by dividing the aggregate sale prices during such period by the total number of Shares sold during such period;

(c)   “director” means a director of the Corporation for the time being and, unless otherwise specified herein, a reference to action “by the directors” means action by the directors of the Corporation as a board or, whenever empowered, action by the executive committee of such board; and

(d)   “trading day” with respect to a stock exchange or over-the-counter market means a day on which such stock exchange or market is open for business.

(2)   Adjustments.  The Exercise Price and the number of Shares issuable to the holder upon exercise of the Compensation Options shall be subject to adjustment from time to time in the events and in the manner provided as follows:

(a)   If at any time during the Adjustment Period the Corporation shall:

(i)   fix a record date for the issue of, or issue, Shares to the holders of all or substantially all of the outstanding Shares by way of a stock dividend;

(ii)   fix a record date for the distribution to, or make a distribution to, the holders of all or substantially all of the Shares payable in Shares or securities exchangeable for or convertible into Shares;

(iii)   subdivide the outstanding Shares into a greater number of Shares; or

(iv)   consolidate the outstanding Shares into a lesser number of Shares;

(any of such events in subclauses (i), (ii), (iii) and (iv) above being herein called a “Common Share Reorganization”), the Exercise Price shall be adjusted on the earlier of the record date on which holders of Shares are determined for the purposes of the Common Share Reorganization and the effective date of the Common Share Reorganization to the amount determined by multiplying the Exercise Price in effect immediately prior to such record date or effective date, as the case may be, by a fraction:

(A)   the numerator of which shall be the number of Shares outstanding on such record date or effective date before giving effect to such Common Share Reorganization; and

(B)   the denominator of which shall be the number of Shares which will be outstanding immediately after giving effect to such Common Share Reorganization (including in the case of a distribution of securities exchangeable for or convertible into Shares the number of Shares that would be outstanding had such securities all been exchanged for or converted into Shares on such date).

To the extent that any adjustment in the Exercise Price occurs pursuant to this clause 2(2)(a) as a result of the fixing by the Corporation of a record date for the distribution of securities exchangeable for or convertible into Shares, the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange or conversion right to the Exercise Price which would then be in effect based upon the number of Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.

(b)   If at any time during the Adjustment Period the Corporation shall fix a record date for the issue or distribution to the holders of all or substantially all of the outstanding Shares, of rights, options or warrants pursuant to which such holders are entitled, during a period expiring not more than forty-five (45) days after the record date for such issue (such period being the “Rights Period”), to subscribe for or purchase Shares or securities exchangeable for or convertible into Shares at a price per share (or in the case of securities exchangeable for or convertible into Shares at an exchange or conversion price per share at the date of issue of such securities) of less than ninety-five percent (95%) of the Current Market Price of the Shares on such record date (any of such events being herein called a “Rights Offering”), the Exercise Price shall be adjusted effective immediately after the record date for the Rights Offering to the amount determined by multiplying the Exercise Price in effect on such record date by a fraction:

(i)   the numerator of which shall be the aggregate of

(A)   the number of Shares outstanding on the record date for the Rights Offering; and

(B)   the quotient determined by dividing

(I)   either (a) the product of the number of Shares offered during the Rights Period pursuant to the Rights Offering and the price at which such Shares are offered, or, (b) the product of the exchange or conversion price of the securities so offered and the number of Shares for or into which the securities offered pursuant to the Rights Offering may be exchanged or converted, as the case may be, by

(II)   the Current Market Price as of the record date for the Rights Offering; and

(ii)   the denominator of which shall be the aggregate of the number of Shares outstanding on such record date and the number of Shares offered pursuant to the Rights Offering (including in the case of the issue or distribution of securities exchangeable for or convertible into Shares the number of Shares for or into which such securities may be exchanged or converted).

If by the terms of the rights, options, or warrants referred to in this clause 2(2)(b), there is more than one purchase, conversion or exchange price per Share, the aggregate price of the total number of additional Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered, shall be calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Share, as the case may be.  Any Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such calculation.  To the extent that any adjustment in the Exercise Price occurs pursuant to this clause 2(2)(b) as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants referred to in this clause 2(2)(b), the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange, conversion or exercise right to the Exercise Price which would then be in effect based upon the number of Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right.

(c)   If at any time during the Adjustment Period the Corporation shall fix a record date for the issue or distribution to the holders of all or substantially all of the outstanding Shares of:

(i)   shares of the Corporation of any class other than Shares;

(ii)   rights, options or warrants to acquire Shares or securities exchangeable for or convertible into Shares (other than rights, options or warrants pursuant to which holders of Shares are entitled, during a period expiring not more than forty-five (45) days after the record date for such issue, to subscribe for or purchase Shares at a price per Share (or in the case of securities exchangeable for or convertible into Shares at an exchange or conversion price per share at the date of issue of such securities) of at least ninety-five percent (95%) of the Current Market Price of the Shares on such record date);

(iii)   evidences of indebtedness of the Corporation; or

(iv)   any property or assets of the Corporation;

and if such issue or distribution does not constitute a Common Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “Special Distribution”), the Exercise Price shall be adjusted effective immediately after the record date for the Special Distribution to the amount determined by multiplying the Exercise Price in effect on the record date for the Special Distribution by a fraction:

(A)   the numerator of which shall be the difference between

(I)   the product of the number of Shares outstanding on such record date and the Current Market Price on such record date, and

(II)   the fair value, as determined by the directors of the Corporation, to the holders of the Shares of the shares, rights, options, warrants, evidences of indebtedness or property or assets to be issued or distributed in the Special Distribution, and

(B)   the denominator of which shall be the product obtained by multiplying the number of Shares outstanding on such record date by the Current Market Price on such record date.

Any Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of such calculation.  To the extent that any adjustment in the Exercise Price occurs pursuant to this clause 2(2)(c) as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants to acquire Shares or securities exchangeable for or convertible into Shares referred to in this clause 2(2)(c), the Exercise Price shall be readjusted immediately after the expiry of any relevant exercise, exchange or conversion right to the amount which would then be in effect if the fair market value had been determined on the basis of the number of Shares issued and remaining issuable immediately after such expiry, and shall be further readjusted in such manner upon the expiry of any further such right.

(d)   If at any time during the Adjustment Period there shall occur:

(i)   a reclassification or redesignation of the Shares, any change of the Shares into other shares or securities or any other capital reorganization involving the Shares, other than a Common Share Reorganization;

(ii)   a consolidation, amalgamation or merger of the Corporation with or into any other body corporate which results in a reclassification or redesignation of the Shares or a change of the Shares into other shares or securities; or

(iii)   the transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or entity;

(any of such events being herein called a “Capital Reorganization”), after the effective date of the Capital Reorganization the holder shall be entitled to receive, and shall accept, for the same aggregate consideration, upon exercise of the Compensation Options, in lieu of the number of Shares to which the holder was theretofore entitled upon the exercise of the Compensation Options, the kind and aggregate number of shares and other securities or property resulting from the Capital Reorganization which the holder would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, the holder had been the registered holder of the number of Shares to which the holder was theretofore entitled to purchase or receive upon the exercise of the Compensation Options.  If necessary, as a result of any Capital Reorganization, appropriate adjustments shall be made in the application of the provisions of this Compensation Option Certificate with respect to the rights and interest thereafter of the holder to the end that the provisions of this Compensation Option Certificate shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares or other securities or property thereafter deliverable upon the exercise of this Compensation Option Certificate.

(e)   If at any time during the Adjustment Period any adjustment or readjustment in the Exercise Price shall occur pursuant to the provisions of clauses 2(2)(a), (b) or (c) hereof, then the number of Shares purchasable upon the subsequent exercise of these Compensation Options shall be simultaneously adjusted or readjusted, as the case may be, by multiplying the number of Shares purchasable upon the exercise of the Compensation Options immediately prior to such adjustment or readjustment by a fraction which shall be the reciprocal of the fraction used in the adjustment or readjustment of the Exercise Price.

(3)   Rules.  The following rules and procedures shall be applicable to adjustments made pursuant to subsection 2(2) of this Compensation Option Certificate.

(a)   Subject to the following provisions of this subsection 2(3), any adjustment made pursuant to subsection 2(2) hereof shall be made successively whenever an event referred to herein shall occur.

(b)   No adjustment in the Exercise Price shall be required unless the adjustment would result in a change of at least one per cent (1%) in the Exercise Price then in effect and no adjustment shall be made in the number of Shares purchasable or issuable on the exercise of the Compensation Options unless it would result in a change of at least one one-hundredth (1/100) of a Share; provided, however, that any adjustments which except for the provisions of this clause 2(3)(b) would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment.  Notwithstanding any other provision of subsection 2(2) of this Compensation Option Certificate, no adjustment of the Exercise Price shall be made which would result in an increase in the Exercise Price or a decrease in the number of Shares issuable upon the exercise of the Compensation Options (except in respect of a consolidation of the outstanding Shares).

(c)   If at any time during the Adjustment Period the Corporation shall take any action affecting the Shares, other than an action or an event described in subsection 2(2) hereof, which would have a material adverse effect upon the rights of the holder under this Compensation Option Certificate, the Exercise Price and/or the number of Shares purchasable under this Compensation Option Certificate shall be adjusted in such manner and at such time as the directors may determine to be equitable in the circumstances.

(d)   No adjustment in the Exercise Price or in the number or kind of securities purchasable on the exercise of this Compensation Option shall be made in respect of any event described in Section 2 hereof if the holder is entitled to participate in such event on the same terms mutatis mutandis as if the holder had exercised the Compensation Options prior to or on the record date or effective date, as the case may be, of such event.

(e)   If the Corporation sets a record date to determine holders of Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and shall thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, no adjustment in the Exercise Price or the number of Shares purchasable upon the exercise of the Compensation Options shall be required by reason of the setting of such record date.

(f)   In any case in which this Compensation Option Certificate shall require that an adjustment shall become effective immediately after a record date for an event referred to in subsection 2(2) hereof, the Corporation may defer, until the occurrence of such event:

(i)   issuing to the holder, to the extent that the Compensation Options are exercised after such record date and before the occurrence of such event, the additional Shares issuable upon such exercise by reason of the adjustment required by such event; and

(ii)   delivering to the holder any distribution declared with respect to such additional Shares after such record date and before such event;

provided, however, that the Corporation shall deliver to the holder an appropriate instrument evidencing the right of the holder, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price or the number of Shares purchasable upon the exercise of the Compensation Options and to such distribution declared with respect to any such additional Shares issuable on this exercise of the Compensation Options.

(g)   If a dispute shall at any time arise with respect to any adjustment of the Exercise Price or the number of Shares purchasable pursuant to this Compensation Option Certificate, such dispute shall be conclusively determined by the auditors of the Corporation or if they are unable or unwilling to act by such other firm of independent chartered accountants as may be selected by the directors.

(4)   Taking of Actions.  As a condition precedent to the taking of any action which would require an adjustment pursuant to subsection 2(2) hereof, the Corporation shall take any action which may, in the opinion of counsel, be necessary in order that the Corporation may validly and legally issue as fully paid and non-assessable shares all of the Unit Shares which the holder is entitled to receive in accordance with the provisions of this Compensation Option Certificate.

(5)   Notice.  At least twenty-one (21) days prior to any record date or effective date, as the case may be, for any event which requires or might require an adjustment in any of the rights of the holder under this Compensation Option Certificate, including the Exercise Price and the number of Shares which are purchasable under this Compensation Option Certificate, the Corporation shall deliver to the holder a certificate of the Corporation specifying the particulars of such event and, if determinable, the required adjustment and the calculation of such adjustment.  In case any adjustment for which a notice under this subsection 2(5) has been given is not then determinable, the Corporation shall promptly after such adjustment is determinable deliver to the holder a certificate providing the calculation of such adjustment.  The Corporation hereby covenants and agrees that the register of transfers and share transfer books for the Shares will be open, and that the Corporation will not take any action which might deprive the holder of the opportunity of exercising the rights of subscription contained in this Compensation Option Certificate, during such twenty-one (21) day period.

3.   Covenants of the Corporation.

The Corporation covenants that it will at all times while any Compensation Options remain outstanding, maintain its corporate existence and carry on and conduct its business in a proper and business-like manner and cause to be kept in proper books of account in accordance with generally accepted accounting practice.  The Corporation represents that it is authorized to create and issue the Compensation Options, the Rights and the Shares issuable upon exercise of the Compensation Options.  The Corporation will at all times keep available, and reserve, out of its authorized Shares, solely for the purpose of issue upon the exercise of the Compensation Options, such number of Shares as are then issuable upon the exercise of the Compensation Options.  The Corporation covenants that it will cause the Shares from time to time subscribed and paid for pursuant to the exercise of the Compensation Options in the manner herein provided and the certificates representing such Shares to be duly issued and delivered in accordance with the Compensation Options and the terms hereof.  The Corporation covenants that all Shares that shall be issued upon exercise of the right to purchase provided for herein and, upon payment of the Exercise Price, shall be issued as fully paid and non-assessable.  The Corporation covenants that it will use its commercially reasonable efforts to maintain the trading of the Shares on the AMEX while any Compensation Options remain outstanding.  The Corporation covenants that it will use its commercially reasonable efforts to maintain its status as a reporting issuer or equivalent not in default, and not be in default in any material respect of the applicable requirements of, the applicable securities laws of the provinces of British Columbia, Alberta, Ontario and Québec and shall continue to have a class of equity securities registered under Section 12(b) under the United States Securities Exchange Act of 1934, as amended, and file all required periodic and other reports and schedules pursuant thereto so long as any Compensation Options remain outstanding.  The Corporation covenants that if, in the opinion of outside counsel, any instrument is required to be filed with, or any permission, order or ruling is required to be obtained from any securities administrator, regulatory agency or governmental authority in Canada or the United States or any other step is required under any Canadian federal or provincial law before the Shares underlying the Compensation Options may be issued or delivered, the Corporation will use its commercially reasonable efforts to file such instrument, obtain such permission, order or ruling or take all such other actions, at its expense, as are required.  The Corporation covenants that it will perform all its covenants and carry out all of the acts or things to be done by it as provided in this Compensation Option Certificate.  The Corporation hereby represents and warrants that this Compensation Option Certificate is a valid and enforceable obligation of the Corporation, enforceable in accordance with the provisions hereof.  The Corporation has entered into a registration rights agreement dated June 20, 2007 with the holder and Jones, Gable & Company Limited, containing certain covenants and agreements of the Corporation for the benefit of the holder, among others, to, among other things, file with and, thereafter, use its best efforts to have declared effective by the United States Securities and Exchange Commission, the Registration Statement under the U.S. Securities Act with respect to the Shares issuable on the exercise of the Compensation Options, among other securities.

4.           United States Restrictions.

The Compensation Options and the Shares issuable upon exercise of the Compensation Options have not been registered under the U.S. Securities Act or any state securities laws and the Compensation Options may not be exercised in the United States or by or on behalf of a U.S. Person (as defined in Regulation S under the U.S. Securities Act).

5.           Transferability.

The Compensation Options evidenced hereby are non-assignable, non-transferable and non-negotiable and may not be exercised by or for the benefit of any person other than the holder.  The holder further acknowledges that the Shares issuable upon exercise of the Compensation Options may be offered, sold or otherwise transferred only in compliance with all applicable securities laws.

6.           Replacement.

Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction or mutilation of this Compensation Option Certificate and, if requested by the Corporation, upon delivery of a bond of indemnity satisfactory to the Corporation (or, in the case of mutilation, upon surrender of this Compensation Option Certificate), the Corporation will issue to the holder a replacement certificate (containing the same terms and conditions as this Compensation Option Certificate).

7.           Expiry Date.

Unless exercised prior thereto in accordance with the terms hereof, the Compensation Options shall expire and all rights to purchase Shares hereunder (excluding, for greater certainty, the Rights which shall expire at the Right Expiry Time) shall cease and become null and void at 5:00 p.m. (Toronto time) on June 20, 2009.

8.           Time.

Time shall be of the essence of this Compensation Option Certificate.

9.           Governing Law.

The laws of the Province of Ontario and the laws of Canada applicable therein shall govern the Compensation Options.

10.           Successor.

The Corporation shall not enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other corporation (herein called a “successor corporation”) whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Corporation and the successor corporation shall have executed such instruments and done such things as, in the opinion of counsel to the holder, are necessary or advisable to establish that upon the consummation of such transaction:

(a)   the successor corporation will have assumed all the covenants and obligations of the Corporation under this Compensation Option Certificate, and

(b)   the Compensation Options will be a valid and binding obligation of the successor corporation entitling the holder, as against the successor corporation, to all the rights of the holder under this Compensation Option Certificate.

Whenever the conditions of this Section 10 shall have been duly observed and performed, the successor corporation shall possess, and from time to time may exercise, each and every right and power of the Corporation under this Compensation Option Certificate in the name of the Corporation or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director or officer of the Corporation may be done and performed with like force and effect by the like directors or officers of the successor corporation.

11.           General.

This Compensation Option Certificate is not valid for any purpose whatsoever unless and until it has been signed by or on behalf of the Corporation.  The holding of the Compensation Options evidenced by this Compensation Option Certificate shall not constitute the holder a shareholder of the Corporation or entitle the holder to any right or interest in respect thereof except as expressly provided in this Compensation Option Certificate.

IN WITNESS WHEREOF the Corporation has caused this Compensation Option Certificate to be signed by its duly authorized officer.

DATED as of the 20^th day of June, 2007.

GEOGLOBAL RESOURCES INC.
Per:	/s/ Allan J. Kent
	Name:                      Allan J. Kent
	Title:                      Executive VP and CFO

      

                             

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EXHIBIT 1

ELECTION TO EXERCISE

TO:           GEOGLOBAL RESOURCES INC.

The undersigned hereby irrevocably elects to exercise the number of Compensation Options of GeoGlobal Resources Inc. set out below for the number of Shares (or other property or securities subject thereto) as set forth below:

(a)	Number of Compensation Options to be Exercised:
(b)	Number of Shares to be Acquired:
(c)	Exercise Price per Compensation Option:	U.S.$5.00
(d)	Aggregate Purchase Price [(b) multiplied by (c)]:	$

and hereby tenders a certified cheque, bank draft or cash for such aggregate purchase price, and directs that the Shares be registered and certificates therefor be issued as directed below.

The undersigned represents that it is not in the United States or a “U.S. person” (as defined in Regulation S under the United States Securities Act of 1933, as amended), is not exercising this Compensation Option on behalf of a U.S. person and did not execute or deliver this Election to Exercise in the United States.

DATED this                                           day of                                           , 200                      .

Per:

Direction as to Registration

Name of Registered Holder:

Address of Registered Holder:

             

                             

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