BRIDGEPORT VENTURES INC. and VALIANT TRUST COMPANY AMENDED AND RESTATED WARRANT INDENTURE Providing for the Issue of up to 9,142,500 Warrants Dated as of December 20, 2010

All capitalized terms used in these recitals have the meanings ascribed to them in section 1.1 below;

The Corporation proposes to complete a secondary offering pursuant to which it will issue up to 18,285,000 Units (inclusive of 1,035,000 Units to be issued upon exercise of certain broker warrants to be issued pursuant to such offering), each Unit consisting of one Common Share and one-half of one Warrant, all as further set forth in the Agency Agreement;

Each Warrant shall entitle the Holder thereof to receive, upon payment of the Exercise Price, and subject to adjustment and penalties in certain circumstances, one Common Share at any time prior to the Expiry Time upon the terms and conditions herein set forth;

The Corporation is duly authorized to create and issue the Warrants to be issued as herein provided;

All things necessary have been done and performed to make the Warrants, when issued as provided in this Indenture, legal, valid and binding upon the Corporation with the benefits of and subject to the terms of this Indenture;

The foregoing recitals are made as representations and statements of fact by the Corporation and not by the Warrant Agent; and

the Warrant Agent has agreed to act as the Warrant Agent in respect of the Warrants on behalf of the Holders on the terms and conditions herein set forth;

DEFINITIONS

“Acquiring person” shall have the meaning ascribed thereto in subsection 4.1(c)(i);

“Agency Agreement” means the agency agreement between the Agents and the Corporation dated as of December 13, 2010 in respect of the sale of the Units;

“Agents” means RBC Dominion Securities Inc. and MGI Securities Inc.;

“Beneficial Owners” means a person that has a beneficial interest in a Warrant that is represented by a Global Certificate;

“Business Day” means any day (other than a Saturday, Sunday or statutory holiday) on which the principal transfer office of the Warrant Agent in Toronto, Ontario is open for business;

“Capital Reorganization” shall have the meaning ascribed thereto in subsection 4.1(3(a);

“Common Share Reorganization” shall have the meaning ascribed thereto in subsection 4.1(1);

“Common Shares” means the fully paid and non-assessable common shares in the capital of the Corporation as such common shares are presently constituted, and “Common Share” means any one of them;

“Convertible Security” means a security of the Corporation (other than the Warrants) or of any other issuer convertible into or exchangeable for or otherwise carrying the right to acquire Common Shares;

“Corporation” means Bridgeport Ventures Inc. and includes any Successor Corporation to or of Bridgeport Ventures Inc. which has complied with the provisions of Article 8;

“Corporation's Auditors” means an independent firm of chartered accountants duly appointed as auditors of the Corporation;

“Current Market Price” at any date, means the volume weighted average price per Common Share at which the Common Shares have traded:

on the TSXV (including the NEX board of the TSXV);

on the TSX;

if the Common Shares are not listed on the TSX or TSXV (or the NEX board of the TSXV), on any stock exchange upon which the Common Shares are listed as may be selected for this purpose by the Directors and approved by the Warrant Agent; or

if the Common Shares are not listed on any stock exchange, on any over-the- counter market as may be selected for this purpose by the Directors and approved by the Warrant Agent;

“Default Notice” shall have the meaning ascribed thereto in Section 6.3;

“Depository” means CDS Clearing and Depository Services Inc. (“CDS”), or its successor, or any other depository offering a book based securities registration and transfer system similar to that administered by CDS which the Company, with the consent of the Warrant Agent, acting reasonably, may designate;

“Designated Provinces” means each of the provinces of Canada other than Québec being the jurisdictions agreed to between the Corporation and the Agents where Units are to be sold;

“Director” means a director of the Corporation and “Directors” or “Board of Directors” means the board of directors of the Corporation or, whenever duly empowered, a committee of the board of directors of the Corporation, and reference to “action by the directors” means action by the directors of the Corporation as a board or action by a committee as a committee;

“dividends” means dividends or distributions (payable in cash or in securities, property or assets of equivalent value) declared payable on the Common Shares;

“Equity Shares” means the Common Shares and any shares of any other class or series of the Corporation which may from time to time be authorized for issue if by their terms such shares confer on the holders thereof the right to participate in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation beyond a fixed sum or a fixed sum plus accrued dividends;

“Exercise Date” means, with respect to any Warrant, the date on which the Warrant Certificate representing such Warrant is surrendered by a Holder for exercise in accordance with the provisions of Article 3;

“Exercise Form” has the meaning ascribed thereto in subsection 3.2(1);

“Exercise Price” shall have the meaning ascribed thereto in subsection 3.2(1);

“Expiry Date” means, with respect to any Warrant, December 20, 2012;

“Expiry Time” means 5:00 p.m. (Toronto time) on the Expiry Date;

“Extraordinary Resolution” has the meaning ascribed thereto in sections 9.12 and 9.15;

“Global Certificate” means a Warrant Certificate that is registered in the name of the Depository or its nominee pursuant to Section 2.14 for the purpose of being held by or on behalf of the Depository as custodian for Participants and Beneficial Owners;

“Holder” means a person for the time being who is the registered holder of a Warrant;

“Holders' Request” means an instrument signed in one or more counterparts by Holders entitled to acquire in the aggregate not less than 20% of the aggregate number of Common Shares which could be acquired pursuant to the exercise of all Warrants then unexercised and outstanding, requesting the Warrant Agent to take some action or proceeding specified therein;

“Indenture” or “this Indenture” and “hereto”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions refer to this instrument and not to any particular Article, section, clause, subdivision or other portion hereof, and include each instrument supplemental or ancillary hereto or required to implement this instrument;

“Indenture Legislation” has the meaning ascribed thereto in subsection 11.1(1);

“Offered Shares” shall have the meaning ascribed thereto in subsection 4.2(1)(a);

“Officers' Certificate” means a certificate signed by any one or more of the officers or Directors of the Corporation;

“Participant” means a person recognized by the Depository as a participant in the book entry only securities registration and transfer system administered by the Depository;

“Person” includes any individual, corporation, company, partnership, association, joint venture, trust, unincorporated association, government or governmental authority;

“Privacy Laws” has the meaning ascribed thereto in Section 11.16;

“Securities Commissions” means the securities regulatory authority in each of the Designated Provinces;

“Regulation S” means Regulation S promulgated under the U.S. Securities Act;

“Rights Offering” shall have the meaning ascribed thereto in subsection 4.2(1)(a);

“Securities Laws” means, as applicable, the securities laws, regulations, rules, rulings and orders in each of the Provinces of Canada in which Subscribers reside, the applicable policy statements issued by the securities regulators in each of the Provinces of Canada in which Subscribers reside, and the rules of the TSXV;

“Special Distribution” shall have the meaning ascribed thereto in subsection 4.2(2)(a);

“Subscribers” means, collectively, all of the Persons who have subscribed for Units and “Subscriber” means any one of them;

“Subsidiary” means any corporation of which more than 50% of the votes attached to the outstanding voting shares are owned by or for the Corporation or by or for any corporation in like relation to the Corporation and includes any corporation in like relation to a Subsidiary;

“Successor Corporation” has the meaning ascribed thereto in section 8.1;

“TSX” means the Toronto Stock Exchange;

“TSXV” means the TSX Venture Exchange;

“Underlying Securities” means the Common Shares underlying the Warrants;

“Unit” means a unit of the Corporation issued in accordance with the terms of the Agency Agreement, each such Unit consisting of one Common Share and one-half of one Warrant;

“United States” means the United States of America, its territories and possessions, any state of the United States and the District of Colombia;

“U.S. Institutional Accredited Investor” means an institutional accredited investor that satisfies one or more of the criteria set forth in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the U.S. Securities Act;

“U.S. Person” means a “U.S. person” as such term is defined in Regulation S under the U.S. Securities Act;

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

“Warrant Agent” means Valiant Trust Company or its successor or successors for the time being as Warrant Agent hereunder, at its principal office in the City of Toronto, Ontario;

“Warrant Certificate” means a certificate in substantially the form set out in Schedule “A” hereto, issued hereunder to evidence one or more Warrants;

“Warrants” means the fully-paid warrants of the Corporation issued hereunder and for the time being outstanding entitling registered holders thereof to acquire, upon the valid exercise thereof and subject to adjustment in certain circumstances, one Common Share in accordance with the terms hereof, and “Warrant” means any one of them;

“Warrant Agency” means the principal transfer office of the Warrant Agent in the City of Toronto, Ontario and such other locations as the Corporation may designate with the approval of the Warrant Agent;

“written order of the Corporation”, “written request of the Corporation”, “written consent of the Corporation” and “certificate of the Corporation” mean respectively a written order, request, consent and certificate signed in the name of the Corporation by any one or more of the officers or Directors of the Corporation and may consist of one or more instruments so executed and any other documents referred to herein which is required or contemplated to be provided or given by the Corporation;

MEANING OF “OUTSTANDING” FOR CERTAIN PURPOSES

a Warrant Certificate that has been partially exercised or exchanged shall be deemed to be outstanding only to the extent of the unexercised or unexchanged, as the case may be, part of the Warrants evidenced thereby;

where a Warrant Certificate has been issued in substitution for a Warrant Certificate that has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the Warrants outstanding; and

for the purpose of any provision of this Indenture entitling holders of outstanding Warrants to vote, sign consents, requests or other instruments or take any other action under this Indenture, Warrants owned legally or beneficially by the Corporation or any Subsidiary shall be disregarded, except that:

for the purpose of determining whether the Warrant Agent will be protected in relying on any vote, consent, request or other instrument or other action, only the Warrants of which the Warrant Agent has notice that they are so owned shall be so disregarded; and

Warrants so owned that have been pledged in good faith other than to the Corporation or any Subsidiary shall not be so disregarded if the pledgee establishes to the satisfaction of the Warrant Agent the pledgee's right to vote the Warrants in the pledgee's discretion free from the control of the Corporation or any Subsidiary pursuant to the terms of the pledge.

CERTAIN RULES OF INTERPRETATION

words importing the singular number include the plural and vice versa;

words importing gender include both genders and vice versa and words importing individuals include firms and corporations and vice versa;

“in writing” or “written” includes printing, typewriting or any electronic means of communication capable of being visibly reproduced at the point of reception, including telecopy;

“including” is used for illustration only and not to limit the generality of any preceding words, whether or not non-limiting language (such as, “without limitation”, “but not limited to” and similar expressions) is used with reference thereto; and

reference to any statute, regulation or by-law includes amendments, consolidations, re- enactments and replacements thereof and instruments and legislation thereunder.

INTERPRETATION NOT AFFECTED BY HEADINGS, ETC.

APPLICABLE LAW

LANGUAGE CLAUSE

DAY NOT A BUSINESS DAY

CONFLICT

TIME OF THE ESSENCE

CURRENCY

SCHEDULES

CREATION AND ISSUE OF WARRANTS

Upon the valid exercise of the Warrants prior to the Expiry Time in accordance with section 3.2 hereof, including payment of the Exercise Price in connection therewith, each Warrant shall entitle the Holder to acquire, subject to adjustment in accordance with Article 4 hereof, one Common Share.

No certificate evidencing fractional Warrants shall be issued or otherwise provided for and a Subscriber or a Holder shall not be entitled to any cash or other consideration in lieu of any fractional interest in a Warrant or claim thereto.

The number of Common Shares which may be acquired pursuant to the exercise of the Warrants shall be adjusted in the events and in the manner specified in Article 4.

All Warrants shall rank pari passu, whatever may be the actual date of issue thereof.

The Warrants and any rights thereunder shall expire in accordance with the provisions of section 3.6.

WARRANT CERTIFICATES

SIGNING OF WARRANT CERTIFICATES

COUNTERSIGNATURE BY THE WARRANT AGENT

Warrant Certificates evidencing the Warrants shall be countersigned by or on behalf of the Warrant Agent on written direction of the Corporation.

No Warrant Certificate shall be issued or, if issued, shall be valid for any purpose or entitle the Holder to the benefit hereof until it has been countersigned by manual signature by or on behalf of the Warrant Agent, and such countersignature by the Warrant Agent upon any Warrant Certificate shall be conclusive evidence as against the Corporation that the Warrant Certificate so countersigned has been duly issued hereunder and that the Holder is entitled to the benefits hereof.

The countersignature of the Warrant Agent on Warrant Certificates issued hereunder shall not be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or the Warrant Certificates (except the due countersignature thereof) and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrant Certificates or any of them or of the consideration therefor.

HOLDER NOT A SHAREHOLDER

ISSUE IN SUBSTITUTION FOR LOST WARRANT CERTIFICATE

If any of the Warrant Certificates shall become mutilated or lost, destroyed or stolen, the Corporation, subject to applicable law and to subsection 2.7(2), shall issue and thereupon, at the written direction of the Corporation, the Warrant Agent shall countersign and deliver a new Warrant Certificate of like date and tenor as the one mutilated, lost, destroyed or stolen upon surrender and in place of and upon cancellation of such mutilated Warrant Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Warrant Certificate, and the substituted Warrant Certificate shall be in a form approved by the Warrant Agent and shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Warrant Certificates issued or to be issued hereunder.

The applicant for the issue of a new Warrant Certificate pursuant to this section 2.7 shall bear the reasonable cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Corporation and to the Warrant Agent evidence of ownership and of the loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen satisfactory to the Corporation and to the Warrant Agent in their sole discretion, in each case acting reasonably, and such applicant may also be required to furnish an indemnity or surety bond in amount and form satisfactory to the Corporation and the Warrant Agent in their sole discretion, in each case acting reasonably, and shall pay the reasonable charges of the Corporation and the Warrant Agent in connection therewith.

REGISTER FOR WARRANTS

TRANSFER OF WARRANTS

Subject to subsection 2.9(3) and 3.2(3) below and such reasonable requirements as the Warrant Agent may prescribe and all applicable securities legislation and requirements of regulatory authorities, the Warrants may be transferred on the register kept at the Warrant Agency by the Holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and manner of execution satisfactory to the Warrant Agent only upon the surrendering of the relevant Warrant Certificate with the transfer form forming part thereof duly completed and signed. After receiving the surrendered Warrant Certificate(s) and upon the person surrendering the same meeting the requirements set forth above and upon the required signature and countersignature in accordance with sections 2.4 and 2.5, the Warrant Agent shall issue to the transferee a Warrant Certificate representing the Warrants transferred.

The Warrants have not been and will not be registered under the U.S. Securities Act or under applicable state securities laws.

No transfer of a Warrant shall be valid (i) unless made in accordance with the provisions hereof, (ii) until, upon compliance with such reasonable requirements as the Warrant Agent may prescribe, such transfer is recorded on the register maintained by the Warrant Agent pursuant to subsection (1) of this section 2.9, and (iii) until all governmental or other charges arising by reason of such transfer have been paid.

TRANSFEREE ENTITLED TO REGISTRATION

REGISTERS OPEN FOR INSPECTION

OWNERSHIP OF WARRANTS

The Corporation and the Warrant Agent 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 and the Warrant Agent shall not be affected by any notice or knowledge to the contrary, except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. For greater certainty, subject to applicable law, neither the Corporation nor the Warrant Agent shall be bound to take notice of or see to the execution of any trust, whether express, implied or constructive, in respect of any Warrant, and may transfer any Warrant on the direction of the person registered as Holder thereof, whether named as trustee or otherwise, as though that person were the beneficial owner thereof.

Subject to the provisions of this Indenture and applicable law, each Holder shall be entitled to the rights and privileges attaching to the Warrants held thereby. The exercise of the Warrants in accordance with the terms hereof and the receipt by any such Holder of Common Shares pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent with respect to such Warrants and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such Holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

represent the aggregate number of outstanding Warrants to be represented by such Global Certificate(s);

be delivered by the Warrant Agent to the Depository or pursuant to the Depository’s instructions; and

bear a legend substantially to the following effect:

Transfers of beneficial ownership in any Warrant represented by a Global Certificate will be effected only:

with respect to the interest of a Participant, through records maintained by the Depository or its nominee for such Global Certificate, and

with respect to the interest of any person other than a Participant, through records maintained by Participants. Beneficial Owners who are not Participants but who desire to sell or otherwise transfer ownership of or any other interest in Warrants represented by such Global Certificate may do so only through a Participant.

The rights of Beneficial Owners shall be limited to those established by applicable law and agreements between the Depository and the Participants and between such Participants and Beneficial Owners and must be exercised through a Participant in accordance with the rules and procedures of the Depository.

Each of the parties hereto acknowledges and agrees that such Holders through their respective Participants are collectively entitled, under the terms hereof, to all of the rights accorded to registered holders of Warrants and are bound by all of the obligations of such Holder.

Subject to subsections 2.14(6) and (7) and 3.2(6) neither the Corporation nor the Warrant Agent shall be under any obligation to deliver to any Participant or Beneficial Owner, nor shall any Participant or Beneficial Owner have any right to require the delivery of, a certificate or other instrument evidencing any interest in Warrants represented by a Global Certificate. Beneficial Owners who are not Participants but who desire to exercise Warrants represented by a Global Certificate may do so only through a Participant in accordance with subsection 3.2(6).

If any Warrant is represented by a Global Certificate and any of the following events occurs:

the Depository or the Company has notified the Warrant Agent that (1) the Depository is unwilling or unable to continue as Depository or (2) the Depository ceases to be a clearing agency in good standing under applicable laws and, in either case, the Company is unable to locate a qualified successor Depository within 90 days of delivery of such notice;

the Corporation has determined, in its sole discretion, with the consent of the Warrant Agent, to terminate the book entry only system in respect of such Global Certificate and has communicated such determination to the Warrant Agent in writing;

the Corporation or the Depository is required by applicable law to take the action contemplated in this Section 2.14(6); or

the book entry only system administrated by the Depository ceases to exist, then one or more definitive fully registered Warrant Certificates shall be executed by the Corporation and certified and delivered by the Warrant Agent to the Depository in exchange for the Global Certificate(s) held by the Depository.

Fully registered Warrant Certificates issued and exchanged pursuant to Section 2.14(6) shall be registered in such names and in such denominations as the Depository shall instruct the Warrant Agent, provided that the aggregate number of Warrants represented by such Warrant Certificates shall be equal to the aggregate number of Warrants represented by the Global Certificate(s) so exchanged. Upon exchange of a Global Certificate for one or more Warrant Certificates in definitive form, such Global Certificate shall be cancelled by the Warrant Agent.

Notwithstanding anything herein or in the terms of the Warrant Certificates to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:

the records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by any Global Certificate (other than the applicable Depository or its nominee);

maintaining, supervising or reviewing any records of the Depository or any Participant relating to any such interest; or

advice or representations made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Participant.

TRANSFER OF WARRANTS REPRESENTED BY GLOBAL CERTIFICATES

RESTRICTIONS AND TRANSFERS UNDER UNITED STATES SECURITIES LAWS

The Warrants and the Underlying Securities have not been and will not be registered under the U.S. Securities Act and applicable state securities laws and the Corporation has no current intention to effect such registration. Each Warrant Certificate, and each certificate representing the Underlying Securities, originally issued to, or for the account or benefit of, a U.S. Person or a person in the United States, and each Warrant Certificate and each certificate representing Underlying Securities issued in exchange therefor in substitution thereof shall bear the following additional legend until such time as the legend is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws:

If a certificate representing the Warrants or the Underlying Securities is tendered for transfer and bears the legend set forth in this subsection and the holder thereof has not obtained the prior written consent of the Corporation, the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the certificate representing such securities and the transfer is being made (i) to the Corporation, (ii) outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, and in compliance with any applicable local securities laws, (iii) in compliance with the exemption from registration under the U.S. Securities Act provided by (A) Rule 144 thereunder, if available, or (B) Rule 144A thereunder, if available, and in both cases, in compliance with any applicable state securities laws, or (iv) in another transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws, and in the case of (iii)(B) and (iv) above, after the seller has furnished to the Corporation to such effect.

RIGHTS OF EXERCISE OF WARRANTS

WARRANTS VOID AFTER THE EXPIRY TIME

ACCOUNTING AND RECORDING

The Warrant Agent shall promptly notify the Corporation with respect to Warrants exercised and forward to the Corporation (or into an account or accounts of the Corporation as designated by the Corporation) all monies received for the purchase of Underlying Securities. All such monies, and any securities or other instruments, from time to time received by the Warrant Agent, shall be received on behalf of the Corporation.

The Warrant Agent shall record the particulars of Warrants exercised which shall include the names and addresses of the Persons who become holders of Common Shares on exercise and the Exercise Date. Within three Business Days of each Exercise Date, the Warrant Agent shall provide such particulars in writing to the Corporation.

SECURITIES RESTRICTIONS

Notwithstanding anything herein contained, Underlying Securities shall only be issued by the Corporation (upon exercise of the Warrants) in compliance with the securities laws of any applicable jurisdiction.

RESTRICTIONS ON EXERCISE UNDER UNITED STATES SECURITIES LAWS

The Warrants may not be exercised by or on behalf of a person in the United States or a U.S. Person unless registered under the U.S. Securities Act or unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities laws and the holder of the Warrants has furnished an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation to such effect; provided that a U.S. Institutional Accredited Investor that purchased Units in the Corporation's private placement of Units to, or for the account or benefit of, persons in the United States or U.S. Persons will not be required to deliver an opinion of counsel in connection with the exercise of Warrants that are a part of those Units.

Any Underlying Securities issued to, or for the account or benefit of, a person who cannot make the representations set forth in Box A on the Exercise Form of the Warrant Certificate shall bear the legend set forth in subsection 2.14 above.

ADJUSTMENT UPON COMMON SHARE REORGANIZATION OR CAPITAL REORGANIZATION

If, at any time prior to the Expiry Time, the Corporation shall:

subdivide, redivide or change its then outstanding Common Shares into a greater number of shares; or

consolidate, reduce or combine its then outstanding Common Shares into a lesser number of shares; or

issue Common Shares or Convertible Securities to all or substantially all of the holders of the Common Shares as a stock dividend or other distribution (other than a dividend paid in the ordinary course);

the numerator shall be the number of Common Shares outstanding immediately after giving effect to such Common Share Reorganization, including, without limitation, in the case of a distribution of securities exchangeable for or convertible into Common Shares, the number of Common Shares that would have been outstanding if such securities had been exchanged for or converted into Common Shares on such date; and

the denominator shall be the number of Common Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganization.

To the extent that any adjustment in the number of Common Shares issuable upon exercise of the Warrants occurs pursuant to subsection 4.1(1) 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 number of Common Shares to which a Holder is entitled on the exercise of his Warrants shall be readjusted immediately after the expiration of any relevant exchange or conversion right to the number of Common Shares to which such Holder is entitled on the exercise of his Warrants which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiration.

(3)

(a)

If, at any time prior to the Expiry Time, there occurs:

(i)

a reclassification or redesignation of the Common Shares or any other capital reorganization; or

(ii)

a consolidation, merger or amalgamation of the Corporation with or into any other corporation which results in the cancellation, reclassification or redesignation of the Common Shares or a change or conversion of the Common Shares into other shares or securities or the transfer of all or substantially all of the assets of the Corporation to another corporation or entity or the Corporation being controlled (within the meaning of the Income Tax Act (Canada)) by another corporation or entity;

If necessary as a result of any Capital Reorganization, appropriate adjustments shall be made in the application of the provisions of this section with respect to the rights and interest thereafter of the Holders to the end that the provisions set forth in this section shall thereafter correspondingly be made applicable as nearly as may reasonably be practicable in relation to any shares or other securities or property thereafter issuable and deliverable upon the exercise of the Warrants. Any such adjustment shall be made by and set forth in an agreement supplemental hereto approved by the Board of Directors and by the Holders.

The Corporation shall not complete or facilitate a Capital Reorganization if the effect of such transaction is that:

all or substantially all of the assets of the Corporation become the property of, or are under the control of, or the Corporation is controlled (within the meaning of the Income Tax Act (Canada)) by another person (an “Acquiring Person”); and

holders of Common Shares receive any other security in replacement of, or in addition to, or in consideration for their Common Shares;

the denominator of which shall be the sum of:

the number of Common Shares outstanding on the record date; and

the number arrived at when (I) either the product of (a) the number of Offered Shares so offered and (b) the price at which those shares are offered, or the product of (c) the conversion price thereof and (d) the maximum number of Offered Shares for or into which the Convertible Securities so offered pursuant to the Rights Offering may be converted, as the case may be, is divided by (II) the Current Market Price of the Common Shares on the record date.

Any Offered Shares owned by or held for the account of the Corporation or a Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; if all the rights, options or warrants are not so issued or if all rights, options or warrants are not exercised prior to the expiration thereof, the number of Common Shares issuable upon exercise of a Warrant shall be readjusted to that number in effect immediately prior to the record date, and such number shall be further adjusted based upon the number of Offered Shares (or Convertible Securities that are convertible into Offered Shares) actually delivered upon the exercise of the rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after that record date.

the aggregate fair market value, as determined by the board, whose determination shall be conclusive, absent manifest error, of the shares, rights, options, warrants, evidences of indebtedness or other assets issued or distributed in the Special Distribution.

Any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; to the extent that the distribution of shares, rights, options, warrants, evidences of indebtedness or assets is not so made or to the extent that any rights, options or warrants so distributed are not exercised, the number of Common Shares issuable upon exercise of a Warrant shall be readjusted to the number that would then be in effect based upon shares, rights, options, warrants, evidences of indebtedness or assets actually distributed or based upon the number of Common Shares or Convertible Securities actually delivered upon the exercise of the rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date.

ADJUSTMENT TO EXERCISE PRICE

subsection 4.1(1);

subsection 4.2(1)(a); or

subsection 4.2(2)(a) if the event referred to therein constitutes the issue or distribution to all or substantially all the holders of Common Shares of (A) Equity Shares, or (B) rights, options or warrants exchangeable for or convertible into Equity Shares at an exchange or conversion price per Equity Share less than the Current Market Price on the record date for such Special Distribution,

ENTITLEMENT TO SHARES AND OTHER SECURITIES ON EXERCISE OF WARRANTS

NO ADJUSTMENT FOR STOCK OPTIONS, ETC.

DETERMINATION BY CORPORATION’S AUDITORS

PROCEEDINGS PRIOR TO ANY ACTION REQUIRING ADJUSTMENT

ACTION REQUIRING ADJUSTMENT

CERTIFICATE OF ADJUSTMENT

NOTICE OF SPECIAL MATTERS

NO ACTION AFTER NOTICE

PROTECTION OF WARRANT AGENT

shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment contemplated by Article 4, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making the same;

shall not be accountable with respect to the validity or value (or the kind or amount) of any Common Shares or any shares or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant;

shall not be responsible for any failure of the Corporation to issue, transfer or deliver Common Shares or certificates for the same upon the surrender of any Warrants for the purpose of the exercise of such rights or to comply with any of the covenants contained in this Article 4;

shall not incur any liability or responsibility whatsoever or be in any way responsible for the consequences of any breach on the part of the Corporation of any of the representations, warranties or covenants herein contained or of any acts of the directors, officers, employees, agents or servants of the Corporation; and

shall be entitled to act and rely upon the certificates or adjustment calculations of the Corporation and the auditor of the Corporation and any other documents filed by the Corporation pursuant to Section 4.8, without verification or liability.

ADJUSTMENTS CUMULATIVE

OPTIONAL PURCHASE BY THE CORPORATION

ISSUANCE OF COMMON SHARES

it will maintain its corporate existence and carry on and conduct its business in a prudent manner in accordance with industry standards and good business practice;

it will use commercially reasonable efforts to maintain its status as a reporting issuer (or analogous entity) not in default of the requirements of the securities laws of the Designated Provinces for a period of not less than 24 months from the date hereof as and it will make all requisite filings under the Securities Laws to report the exercise of the right to acquire Common Shares pursuant to the Warrants;

it will use commercially reasonable efforts to maintain the listing of the Common Shares on the TSX for a period of not less than 24 months from the date hereof; and

it will promptly advise the Warrant Agent in writing of any default under the terms of this Agreement.

NO AMENDMENT TO COMMON SHARES

TO PAY WARRANT AGENT REMUNERATION AND EXPENSES

TO PERFORM COVENANTS

WARRANT AGENT MAY PERFORM COVENANTS

CERTIFICATES OF NO DEFAULT

SOLICITATION OF WARRANT EXERCISE

SECURITIES QUALIFICATION REQUIREMENTS

SUITS BY HOLDERS OF WARRANTS

WAIVER OF DEFAULT

the Holders of not less than 66^2/3% of the Warrants then outstanding shall have the power (in addition to the powers exercisable by Extraordinary Resolution) by requisition in writing to instruct the Warrant Agent to waive any default hereunder and the Warrant Agent shall thereupon waive the default upon such terms and conditions as shall be prescribed in such requisition; or

the Warrant Agent shall have the power to waive any default hereunder upon such terms and conditions as the Warrant Agent may deem advisable, if, in the Warrant Agent's opinion, the same shall have been cured or adequate provision made therefor;

CERTAIN REQUIREMENTS

the Successor Corporation executes, before or contemporaneously with the consummation of any such transaction, an indenture supplemental hereto together with such other instruments as are satisfactory to the Warrant Agent and in the opinion of its counsel are necessary or advisable to evidence the assumption by the Successor Corporation of the due and punctual observance and performance of all the covenants and obligations of the Corporation under this Indenture; and

such transaction shall be to the satisfaction of the Warrant Agent, acting reasonably, and in the opinion of its counsel, be upon such terms so as to substantially preserve and not impair in any material respect the rights and powers of the Warrant Agent or of the Holders hereunder.

VESTING OF POWERS IN SUCCESSOR

RIGHT TO CONVENE MEETING

NOTICE OF MEETINGS

CHAIRMAN

QUORUM

POWER TO ADJOURN

SHOW OF HANDS

POLL

VOTING

REGULATIONS

The Warrant Agent or the Corporation with the approval of the Warrant Agent, may from time to time make or vary or restate such regulations as it shall from time to time think fit regarding the following:

providing for and governing the voting by proxy by Holders and the form of instrument appointing proxies and the manner in which the same shall be executed, and for the production of the authority of any Person signing on behalf of the giver of such proxy;

for the deposit of instruments appointing proxies at such place as the Warrant Agent, the Corporation or the Holders convening the meeting, as the case may be, may, in the notice convening the meeting, direct and the time, if any, before the holding of the meeting or any adjournment thereof by which the same must be deposited;

for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, telecopied or sent by facsimile before the meeting to the Corporation or to the Warrant Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; and

generally, the calling of meetings of Holders and the conduct of business thereat.

Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Except as such regulations may provide, the only Persons who shall be recognized at any meeting as Holders, or as entitled to vote or be present at the meeting in respect thereof (subject to section 9.10), shall be the Holders and Persons whom the Holders have by instrument in writing duly appointed as their proxies.

CORPORATION AND WARRANT AGENT MAY BE REPRESENTED

POWERS EXERCISABLE BY EXTRAORDINARY RESOLUTION

to sanction any modification, abrogation, alteration, compromise or arrangement of the rights of the Holders and/or the Warrant Agent against the Corporation, or against its property, whether such rights arise under this Indenture or the Warrant Certificates or otherwise;

to assent to any modification of or change in or addition to or omission from the provisions contained in this Indenture or in the Warrant Certificates which must be agreed to by the Corporation and to authorize the Warrant Agent to concur in and execute any indenture supplemental hereto embodying any such modification, change, addition or omission;

to sanction any scheme for the reconstruction or reorganization of the Corporation or for the consolidation, amalgamation or merger of the Corporation with any other corporation or for the sale, leasing, transfer or other disposition of the undertaking, property and assets of the Corporation or any part thereof, provided that no such sanction shall be necessary in respect of any such transaction if section 8.1 has been complied with;

to direct or authorize the Warrant Agent to exercise any power, right, remedy or authority given to it by this Indenture in any manner specified in any such Extraordinary Resolution or to refrain from exercising any such power, right, remedy or authority;

to waive and direct the Warrant Agent to waive any default of the Corporation hereunder either unconditionally or upon any condition specified in such Extraordinary Resolution;

to restrain any Holder from taking or instituting any suit, action or proceeding for the purpose of enforcing any of the covenants of the Corporation contained in this Indenture or the Warrant Certificates, or for the execution of any power hereunder;

to direct any Holder who, as such, has brought any action, suit or proceeding to stay or discontinue or otherwise deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Holder in connection therewith; and

to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Holders.

MEANING OF “EXTRAORDINARY RESOLUTION”

The expression “Extraordinary Resolution” when used in this Indenture means, subject as provided in this Article, a resolution proposed to be passed at a meeting of Holders duly convened and held in accordance with the provisions of this Article 9 at which there are Holders present in person or by proxy who are entitled to acquire at least 20% of the aggregate number of Common Shares which may be acquired pursuant to the exercise of all of the then outstanding Warrants and passed by the affirmative votes of the Holders entitled to acquire at least 66 2/3% of the aggregate number of Common Shares which may be acquired pursuant to the exercise of all of the then outstanding Warrants represented at the meeting and voted on a poll upon such resolution.

If, at any such meeting, the Holders entitled to acquire at least 20% of the Common Shares which may be acquired pursuant to the exercise of all of the then outstanding Warrants are not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by or on the requisition of the Holders, shall be dissolved; but in any other case it shall stand adjourned to such date, being not less than 14 nor more than 60 days later, and to such place and time as may be appointed by the chairman. Not less than seven days' prior notice shall be given of the time and place of such adjourned meeting in the manner provided in Article 10. Such notice must state that at the adjourned meeting the Holders present in person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting, the Holders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed by the requisite vote as provided in subsection 9.12(1) shall be an Extraordinary Resolution within the meaning of this Indenture, notwithstanding that Holders entitled to acquire at least 20% of the Common Shares which may be acquired pursuant to the exercise of all of the then outstanding Warrants are not present in person or by proxy at such adjourned meeting.

Votes on an Extraordinary Resolution shall always be given on a poll and no demand for a poll on an Extraordinary Resolution shall be necessary.

POWERS CUMULATIVE

MINUTES

INSTRUMENTS IN WRITING

BINDING EFFECT OF RESOLUTIONS

NOTICE TO THE CORPORATION AND THE WARRANT AGENT

Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation or the Warrant Agent shall be deemed to be validly given if delivered or if sent by registered letter, postage prepaid, or by facsimile transmission:

MAIL SERVICE INFORMATION

If by reason of any interruption of mail service, actual or threatened, any notice to be given to the Holders, the Warrant Agent or the Corporation would be unlikely to reach its destination in the ordinary course of mail, such notice shall be valid and effective only if the notice is:

in the case of the Warrant Agent or the Corporation, delivered to an officer of the party to which it is addressed or if sent to such party, at the appropriate address in accordance with section 10.1 by facsimile or other means of prepaid transmitted or recorded communication; and

in the case of Holders, published once (i) in the national edition of The Globe & Mail; and (ii) in such other place or places and manner, if any, as the Warrant Agent may require.

Any notice given to the Holders by publication shall be deemed to have been given on the last day on which publication shall have been effected as required pursuant to subsection 10.3(1).

(1)

The expression “Indenture Legislation” means the provisions, if any, of any statute of Canada or any province thereof, and of any regulations under any such statute, relating to warrant indentures and to the rights, duties and obligations of warrant agents under warrant indentures and of corporations issuing their securities under warrant indentures, to the extent that such provisions may at the time be in force and applicable to this Indenture or the Corporation.

(2)

The Corporation and the Warrant Agent agree that each shall at all times in relation to this Indenture and in relation to any action to be taken hereunder observe and comply with and be entitled to the benefits of Indenture Legislation.

(3)

If and to the extent that any provision of this Indenture limits, qualifies or conflicts with any mandatory requirement of Indenture Legislation, such mandatory requirement shall prevail.

(1)

The Warrant Agent may resign and be discharged from all duties and liabilities hereunder by giving to the Corporation at least 45 days' notice in writing or such shorter notice as the Corporation may accept as sufficient. The Holders by Extraordinary Resolution shall have the power at any time to remove the existing Warrant Agent and to appoint a new Warrant Agent. If the Warrant Agent resigns or is removed by Extraordinary Resolution or is dissolved, becomes bankrupt, goes into liquidation or otherwise becomes incapable of acting hereunder, the Corporation shall forthwith appoint a new Warrant Agent unless a new Warrant Agent has already been appointed by the Holders; failing such appointment by the Corporation, the retiring Warrant Agent or any Holder may apply to a judge of a court having jurisdiction, on such notice as such judge may direct, for the appointment of a new Warrant Agent; but any new Warrant Agent so appointed by the Corporation or by the Court shall be subject to removal as aforesaid by the Holders. Any new Warrant Agent appointed under any provision of this section must be a corporation authorized to carry on the business of a transfer agent in the Province of Ontario and, if required by the applicable warrant indenture legislation of any other province, in that other province, and must be a corporation which is independent of the Corporation and has no material conflict of interest. On any new appointment the new Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurances conveyance, act or deed. If, for any reason, it becomes necessary or expedient to execute any further deed or assurance, the former Warrant Agent shall, at the expense of the Corporation, execute the same in favour of the new warrant agent.

Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or amalgamated or any corporation resulting from any merger, consolidation or amalgamation to which the Warrant Agent shall be a party or any corporation succeeding to the transfer agency business of the Warrant Agent, shall be the successor Warrant Agent under this Indenture without the execution of any instrument or any further act.

Upon the appointment of a new Warrant Agent, the Corporation shall promptly notify the Holders thereof in the manner prescribed by section 10.2 hereof.

EVIDENCE, EXPERTS AND ADVISERS

 In addition to the reports, certificates, opinions and other evidence required by this Indenture, the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by Indenture Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation.

In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant Agent pursuant to any provision hereof or any Indenture Legislation or pursuant to a request of the Warrant Agent, not only as to its due execution and the validity and effectiveness of its provisions, but also to the truth and acceptability of any information therein contained which the Warrant Agent in good faith believes to be genuine.

Proof of the execution of an instrument in writing, including a Holders' Request, by any Holder may be made by the certificate of a notary public, or other officer with similar powers, that the person signing such instrument acknowledged to it the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Warrant Agent may consider adequate.

The Warrant Agent may, at the expense of the Corporation, employ or retain such counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any counsel, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with reasonable care by the Warrant Agent.

WARRANT AGENT MAY DEAL IN SECURITIES

WARRANT AGENT NOT ORDINARILY BOUND

WARRANT AGENT NOT REQUIRED TO GIVE SECURITY

WARRANT AGENT NOT REQUIRED TO GIVE NOTICE OF DEFAULT

ACCEPTANCE OF APPOINTMENT

DUTIES OF WARRANT AGENT

act honestly and in good faith; and

exercise the care, diligence and skill that a reasonably prudent warrant agent would exercise in comparable circumstances.

ACTIONS BY WARRANT AGENT

The Warrant Agent shall have the power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Holders.

Subject only to section 11.9, the obligation of the Warrant Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Warrant Agent or the Holders hereunder shall be conditional upon the Holders delivering to the Warrant Agent:

sufficient funds to commence or continue such act, action or proceeding; and

 an indemnity reasonably satisfactory to the Warrant Agent to protect and hold harmless the Warrant Agent against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damages it may suffer by reason thereof.

None of the provisions contained in this Indenture shall require the Warrant Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid.

The Warrant Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Holders, at whose instance it is acting, to deposit with the Warrant Agent the Warrants held by them, for which Warrants the Warrant Agent shall issue receipts.

PROTECTION OF WARRANT AGENT

the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in section 11.2) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation;

nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; and

the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof.

INDEMNIFICATION OF THE WARRANT AGENT

THIRD PARTY INTERESTS

NOT BOUND TO ACT

PRIVACY LAWS

12.1

SUPPLEMENTAL INDENTURES

(1)

From time to time the Warrant Agent and, when authorized by a resolution of its Directors, the Corporation may, subject to the provisions hereof, and they shall, when required by this Indenture, execute, acknowledge and deliver, by their proper officers, deeds or indentures supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes:

(a)

adding to the covenants of the Corporation herein contained for the protection of the Holders in addition to those herein specified;

(b)

making such provision not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder provided that the Warrant Agent shall be of the opinion, relying on the advice of its counsel, that such provisions shall not be prejudicial to the interests of the Holders;

(c)

adding to or altering the provisions hereof in respect of the transfer of Warrants, making provision for the exchange of Warrant Certificates and making any modification in the   form of the Warrant Certificate which does not affect the substance thereof;

(d)

evidencing the succession, or successive successions, of other corporations to the Corporation and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture;

(e)

giving effect to any Extraordinary Resolution passed as provided in Article 9;

(f)

setting forth adjustments in the application of the provisions of Article 4; and

for any other purpose not inconsistent with the terms of this Indenture.

The Warrant Agent may also, without the consent or concurrence of the Holders, by supplemental Indenture or otherwise, concur with the Corporation in making any changes or corrections in this Indenture which it has been advised by its counsel are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provision or clerical omission or mistake or manifest error contained herein or in any deed or indenture supplemental or ancillary hereto, provided that in the opinion of the Warrant Agent the rights of the Warrant Agent and of the Holders are in no way prejudiced thereby.

EXECUTION

FORMAL DATE

SATISFACTION AND DISCHARGE OF INDENTURE

the delivery to the Warrant Agent of the Default Notice in accordance with Section 6.3 hereof;

the date by which there shall have been delivered to the Warrant Agent for exercise or destruction all Warrant Certificates theretofore issued hereunder; and

the Expiry Time;

PROVISIONS OF INDENTURE AND WARRANTS FOR THE SOLE BENEFIT OF PARTIES AND HOLDERS

No. •

• 

WARRANTS entitling the Holder to acquire, subject to adjustment, one Common Share of Bridgeport Ventures Inc for each Warrant represented hereby.

duly completing and executing the Exercise Form attached hereto;

by providing a certified cheque, bank draft or money order in lawful money of Canada payable to the order of the Corporation for the aggregate purchase price of the Common Shares so subscribed; and

surrendering this Warrant Certificate to the Warrant Agent at the Warrant Agency,

Please check box if certificates representing these Common Shares are to be delivered at the office of the Warrant Agent where this Warrant Certificate is surrendered, failing which the certificates shall be mailed to the address set forth above.