WARRANT INDENTURE Providing for the Issue of up to 9,800,600 Common Share Purchase Warrants

The Company proposes to issue up to 9,800,600 Warrants (as defined below), exercisable by the holders thereof on the terms hereinafter set forth for the acquisition of Common Shares (as defined below);

Each whole Warrant (as defined below) will entitle the holder thereof to purchase, subject to adjustment in certain circumstances set out herein, one Common Share at a price of $1.80 per share at any time prior to 4:00 p.m. (Pacific time) on October 4, 2009, upon the terms and conditions herein set forth;

For such purpose the Company deems it necessary to create and issue the Warrants to be constituted and issued in the manner hereinafter set forth;

The Company is duly authorized under the Applicable Legislation (as defined below) to create and issue the Warrants to be issued as herein provided;

The Company is also authorized to issue an unlimited number of Common Shares;

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

The Warrant Agent has agreed to act as Warrant Agent on behalf of the holders of the Warrants, on the terms and conditions set forth herein; and

All capitalized terms used in these recitals have the meanings assigned to them in Section 1.1 below.

the weighted average price per share for the 20 consecutive Trading Days ending on the Trading Day which is three Trading Days before such date:

on the TSX-V,

if the Common Shares are not then listed on the TSX-V, then on such other stock exchange on which the Common Shares are then listed as may be selected by the directors of the Company, or

if the Common Shares are not then listed on a stock exchange, on the over-the- counter market; or

if there is no market for the Common Shares during all or part of such period during which the Current Market Price thereof would otherwise be determined, the Current Market Price in respect of a Common Share will in respect of all or such part of the

200% of the aggregate amount of dividends paid by the Company on the Common Shares in the 12 month period ending immediately prior to the first day of such financial year, and

100% of the consolidated net earnings from continuing operations of the Company, before any extraordinary items, for the 12-month period ending immediately prior to the first day of such financial year (such consolidated net earnings from continuing operations to be computed in accordance with generally accepted accounting principles in Canada);

the division of this Indenture into Articles, sections, subsections and clauses, the provisions of a table of contents and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this Indenture;

the words "this Indenture", "hereof", "herein", "hereto", "hereunder" and similar expressions refer to this Indenture as a whole and not to any particular Article, section, subsection, clause or other part hereof and references to an "Article", "section", "subsection", "clause" or "Schedule" followed by a number and/or letter refers to the specified Article, section, subsection or clause of, or Schedule to, this Indenture;

words importing the singular include the plural and vice versa, words importing any gender include all genders and words importing persons include individuals, corporations, general and limited partnerships, trusts, unincorporated associations or organizations and other legal entities;

references to "include", "includes", "including" or "in particular" will be deemed to be followed by the words "without limitation";

the word "or" is not exclusive;

"written order of the Company", "written request of the Company", "written consent of the Company", "certificate of the Company" and any other document required to be signed by the Company means, respectively, a written order, request, consent, certificate or other document signed in the name of the Company by any officer or director of the Company and may consist of one or more instruments so executed;

if any date on which any action is required or permitted to be taken under this Agreement is not a Business Day, such action will be required or permitted to be taken on the next succeeding Business Day;

unless otherwise specified all references in this Agreement to sums of money are expressed and will be payable in lawful money of Canada;

all accounting terms used in this Agreement have the meanings attributable to them under Canadian generally accepted accounting principles from time to time approved by the Canadian Institute of Chartered Accountants or any successor institute and all determinations of an accounting nature required to be made will he made in a manner consistent with such Canadian generally accepted accounting principles; and

where a word, term or phrase is defined in this Agreement, its derivatives or other grammatical forms have a corresponding meaning.

the Time of Expiry; and

the date that no Warrants are outstanding hereunder;

A total of up to 9,800,600 Warrants entitling Warrantholders to acquire up to 9,800,600 Common Shares (subject to adjustment pursuant to sections 2.12 and 2.13) are hereby created and authorized to be issued hereunder upon the terms and conditions herein set forth and will be executed by the Company and certified by the Warrant Agent upon the written order of the Company in accordance with sections 2.3 and 2.4.

Each Warrant authorized to be issued hereunder will entitle Warrantholders to acquire (subject to adjustment pursuant to sections 2.12 and 2.13) upon due exercise and upon payment of the Warrant Exercise Price, one Common Share or such other kind and amount of shares or securities or property, calculated pursuant to the provisions of sections 2.12 and 2.13, as the case may be, at any time after the Effective Date and prior to the Time of Expiry, in accordance with the provisions of this Indenture.

Fractional Warrants will not be issued or otherwise provided for. If any fraction of a Warrant would otherwise be issuable, the number of Warrants so issued will be rounded down to the nearest whole Warrant.

Splits, Combinations: Subject to section 2.10 hereof, the number of Warrants represented by any Warrant Certificate or any Warrant Certificates may be split, combined or exchanged for a Warrant Certificate or Warrant Certificates representing the same number of Warrants in the aggregate.

The Warrant Certificates for the Warrants will be substantially in the form attached hereto as Schedule "A" with, subject to the provisions of this Indenture, such additions, variations and changes as may from time to time be agreed upon by the Warrant Agent and the Company, and will be dated as of the date hereof (regardless of their actual dates of issue), and will have such distinguishing letters and numbers as the Company may, with the approval of the Warrant Agent, prescribe. All Warrants will, save as to denominations, be of like tenor and effect. The Warrant Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Company may determine. No change in the form of the Warrant Certificate will be required by reason of any adjustment made pursuant to this Article 2 in the number and/or class of securities or type of securities which may be acquired pursuant to the Warrants.

The Warrant Agent will maintain a list of all registered holders of Warrant Certificates.

Each Warrant Certificate originally issued to a U.S. Person or a person in the United States or a person for the account or benefit of a U.S. Person or a person in the United States, as well as all certificates issued in exchange for or in substitution of the foregoing securities, will bear a legend to the following effect:

"THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE

No Warrant Certificate will be issued or, if issued, will be valid for any purpose or entitle the holder to the benefits hereof or thereof, until it has been certified by manual signature by or on behalf of the Warrant Agent substantially in the form of the certificate attached hereto as Schedule "A" and such certification by the Warrant Agent upon any Warrant Certificate will be conclusive evidence as against the Company that the Warrant Certificate so certified has been duly issued hereunder and the holder is entitled to the benefits hereof.

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

In case any of the Warrant Certificates become mutilated or be lost, destroyed or stolen, the Company, subject to applicable law, and subsection 2.6(b), will issue and thereupon the Warrant Agent will certify and deliver a new Warrant Certificate of like date and tenor, and bearing the same legend, if any, as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Warrant Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Warrant Certificate, and the substituted Warrant Certificate will be in a form approved by the Warrant Agent and will be entitled to the benefits hereof and will rank equally in accordance with its terms with all other Warrant Certificates issued or to be issued hereunder. Such new Warrant Certificate shall bear the same legends as set out in Schedule "A" which the surrendered Warrant bears.

The applicant for the issue of a new Warrant Certificate pursuant to this section 2.6 will bear the cost of the issue thereof and in the case of mutilation will, as a condition precedent to the issue thereof, deliver to the Warrant Agent the mutilated Warrant Certificate, and in the case of loss, destruction or theft will, as a condition precedent to

The Company will cause to be kept by the Warrant Agent at its principal offices in the cities of Vancouver and Toronto:

a register of holders in which will be entered in alphabetical order the names and addresses of the holders of Warrants and particulars of the Warrants held by them; and

a register of transfers of Warrants in which will be entered the date and other particulars of each transfer of Warrants.

No transfer of a Warrant will be valid unless entered on the register of transfers referred to in Section 2.8(a) upon surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Warrant Agent executed by the registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Warrant Agent, and, upon compliance with such requirements and such other reasonable requirements as the Warrant Agent and the Company may prescribe, including payment of all taxes or governmental or other charged arising by reason of such transfer, such transfer will be duly noted on such register of transfers by the Warrant Agent. Without limitation, signatures must be guaranteed by a Schedule I chartered bank, a Canadian trust company, a member of the medallion guarantee program, a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP).

The Warrant Agent will process all proffered transfers and exercises in good faith upon the presumption that such transfer or exercise is permissible pursuant to all applicable legislation and the terms of this Indenture. The transferor and transferee are solely responsible for ensuring compliance with any applicable securities laws, and the Warrant Agent will have no obligations to ensure compliance with any laws applicable to the issue, transfer or exercise of the Warrants.

The transferee of a Warrant will:

after the Warrant Certificate representing the Warrants being transferred is surrendered to the Warrant Agent;

after a duly completed and signed Transfer Form in respect of the Warrants being transferred is lodged with the Warrant Agent; and

upon compliance with all other conditions in that regard required by this Indenture or by law,

be entitled to have his name entered on the register of Warrantholders required to be maintained pursuant to subsection 2.8(a) as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, save in respect of equities of which the Company or the transferee is required to take notice by statute or by order of a court of competent jurisdiction.

If a Warrant Certificate is tendered for transfer and bears the legend set forth in subsection 2.2(c) and the holder has not obtained the prior written consent of the Company, the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Certificate and the transfer is being made (i) to the Corporation, (ii) outside the United States in compliance with the requirements of Rule 904 of Regulation S and in compliance with applicable local laws and regulations of the jurisdiction(s) where such sale is made, (iii) pursuant to the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 or Rule 144A thereunder, if available, and in accordance with 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 the holder has prior to such sale furnished to the Corporation an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation to such effect.

No Notice of Trusts: Subject to applicable law, neither the Corporation nor the Warrant Agent will be bound to take notice of or see to the execution of any trust, whether express, implied or constructive, in respect of any Warrant, and may transfer any Warrant on the direction of the person registered as the holder thereof, whether named as trustee or otherwise, as though that person were the beneficial owner thereof.

Warrant Certificates may, upon compliance with the reasonable requirements of the Warrant Agent, be exchanged for Warrant Certificates in any other authorized denomination representing in the aggregate the same number of Warrants. The Company will sign and the Warrant Agent will certify, in accordance with sections 2.3 and 2.4 respectively, all Warrant Certificates necessary to carry out the exchanges contemplated herein. Warrant Certificates exchanged for Warrant Certificates that bear the legend set forth in subsection 2.2(c) shall bear the same legend.

Warrant Certificates may be exchanged only at the principal offices of the Warrant Agent in the cities of Vancouver and Toronto or at any other place that is designated by the Company with the approval of the Warrant Agent. Any Warrant Certificates tendered for exchange will be surrendered to the Warrant Agent and cancelled.

The Warrant Agent may charge a reasonable sum for each new Warrant Certificate issued upon exchange. The party requesting the exchange, as a condition precedent thereto, will pay such charges and will pay or reimburse the Warrant Agent or the Company for all eligible transfer taxes or governmental or other similar transfer charges required to be paid in connection therewith.

issue Common Shares, or securities exchangeable for or convertible into Common Shares, to all or substantially all the holders of the Common Shares as a stock dividend or other distribution (other than Dividends Paid in the Ordinary Course, upon exercise of the Warrants or pursuant to the exercise of directors', officers', employees' or service providers' stock options granted under the Company's stock option plan);

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

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

the numerator of which will 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 Common Shares that would have been outstanding had such securities

been exchanged for or converted into Common Shares on such effective date or record date, assuming in any case where such securities are not then convertible or exchangeable but subsequently become so, that they were convertible or exchangeable on the effective date or record date on the basis upon which they first become convertible or exchangeable); and

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

If and whenever at any time after the date hereof and prior to the Time of Expiry, the Company will issue to all or substantially all the holders of Common Shares rights, options or warrants under which such holders are entitled, during a period expiring not more than 90 days after the record date for such issue (the "Rights Period"), to subscribe for or purchase Common Shares, or securities exchangeable for or convertible into Common Shares, at a price per share to the holder (or at an exchange or conversion price per share to the holder in the case of securities exchangeable for or convertible into Common shares) of less than 95% of the Current Market Price for the Common Shares on such record date (any of such events being called a "Rights Offering"), then the Exchange Basis will be adjusted effective immediately after the record date for the Rights Offering by multiplying the Exchange Basis in effect immediately prior to such record date by a fraction:

the numerator of which will be the number of Common Shares which would be outstanding after giving effect to the Rights Offering (assuming the exercise of all of the rights, warrants or options under the Rights Offering and assuming the exchange or conversion into Common Shares of all exchangeable or convertible securities issued upon exercise of such rights, warrants or options, if any), and

the denominator of which will be the aggregate of:

the number of Common Shares outstanding as of the record date for the Rights Offering; and

a number of Common Shares determined by dividing

the amount equal to the aggregate consideration payable by such holders upon the exercise of all of the rights, warrants and options under the Rights Offering plus the aggregate consideration, if any, payable on the exchange or conversion of the exchangeable or convertible securities issued upon exercise of such rights, warrants or options (assuming the exercise of all rights, warrants and options under the Rights Offering and assuming the exchange or conversion into Common Shares of all exchangeable or convertible securities issued upon exercise of such rights, warrants and options);

by

the Current Market Price of the Common Shares as of the record date for the Rights Offering.

If and whenever at any time after the date hereof and prior to the Time of Expiry the Company will fix a record date for the issue or distribution to all or substantially all the holders of the Common Shares of:

shares of the Company of any class other than Common Shares;

rights, options or warrants (other than rights, options or warrants issued pursuant to a Rights Offering) to acquire Common Shares or securities exchangeable for or convertible into Common Shares or other assets of the Company;

evidences of indebtedness; or

any cash, securities, property or other assets;

and if such issuance or distribution does not constitute a Dividend Paid in the Ordinary Course, a Common Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a "Special Distribution"), the Exchange Basis will be adjusted effective immediately after the record date for the Special Distribution by multiplying the Exchange Basis in effect on such record date by a fraction:

the numerator of which will be the number of Common Shares outstanding on such record date multiplied by the Current Market Price of the Common Shares on such record date, and

the denominator of which will be:

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, less

the fair market value, as determined by action by the directors of the Company, acting reasonably and in good faith (whose determination will

provided that no such adjustment will be made if the result of such adjustment would be to decrease the Exchange Basis in effect immediately before such record date. The resulting product, adjusted to the nearest 1/100th, will thereafter be the Exchange Basis until further adjusted as provided in this Article 2.

If and whenever at any time after the date hereof and prior to the Time of Expiry there will be a reclassification of Common Shares at any time outstanding or change of the Common Shares into other shares or into other securities (other than a Common Share Reorganization), or a consolidation, amalgamation, plan of arrangement or merger of the Company with or into any other corporation or other entity (other than a consolidation, amalgamation, plan of arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or a transfer (other than to a wholly-owned subsidiary of the Company) of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or other entity (any of such events being herein called a "Capital Reorganization"), any Warrantholder who thereafter will exercise his right to receive Common Shares pursuant to Warrant(s) will be entitled to receive, and will accept in lieu of the number of Subject Securities to which such holder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property (including cash) which such holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date or record date thereof, as the case may be, the Warrantholder had been the registered holder of the number of Subject Securities to which such holder was theretofore entitled upon exercise. Appropriate adjustments will be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Article 2 with respect to the rights and interests thereafter of Warrantholders to the end that the provisions set forth in this Article 2 will thereafter correspondingly be made applicable as nearly as may reasonably be in relation to any shares, other securities or other property thereafter deliverable upon the exercise of any Warrant. Any such adjustment will be made by and set forth in an indenture supplemental hereto approved by the directors and by the Warrant Agent and entered into pursuant to the provisions of this Indenture and will for all purposes be conclusively deemed to be an appropriate adjustment.

Any adjustment of the Exchange Basis pursuant to subsections 2.12(a), (b), (c) and (d) above, including any readjustment, will include a corresponding adjustment to the Warrant Exercise Price which will be calculated by multiplying the Warrant Exercise Price by a fraction: (i) the numerator of which will be the Exchange Basis prior to the adjustment, and (ii) the denominator of which will be the Exchange Basis after the adjustment.

None of the adjustment provisions in this section 2.12 shall apply to a Common Share Reorganization, Rights Offering, Special Distribution or Capital Reorganization that is a result of, or in connection with, a dividend-in-kind, reduction of paid-up capital transaction or other similar transaction involving the transfer of certain mineral exploration properties to another person or company and any such transaction shall be

deemed not to be a Common Share Reorganization, Rights Offering, Special Distribution or Capital Reorganization.

Forthwith upon the occurrence of any of the events referred to in the preceding subsections 2.12(a), (b), (c) and (d) above, the Company will:

file with the Warrant Agent a certificate of the Company specifying the required adjustment; and

give notice to the Warrantholders of the required adjustment in the manner provided in section 10.2.

The adjustments provided for in section 2.12 will be cumulative and such adjustments will be made successively whenever an event referred to therein will occur, subject to the following subsections of this section 2.13.

If the purchase price provided for in any Rights Offering (the "Rights Offering Price") is decreased, the Exchange Basis will forthwith be changed so as to increase the Exchange Basis to such Exchange Basis as would have been obtained had the adjustment to the Exchange Basis made pursuant to subsection 2.12(b) upon the issuance of such Rights Offering been made upon the basis of the Rights Offering Price as so decreased, provided that the provisions of this subsection shall not apply to any decrease in the Rights Offering Price resulting from provisions in any such Rights Offering designed to prevent dilution if the event giving rise to such decrease in the Rights Offering Price itself requires an adjustment to the Exchange Basis pursuant to the provisions of section 2.12.

No adjustment in the Exchange Basis will be required unless such adjustment would result in a change to the then prevailing Warrant Exercise Price of at least 1% or of at least one-one hundredth of a Common Share based on the prevailing Exchange Basis provided, however, that any adjustments which, except for the provisions of this subsection would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustment.

No adjustment in the Exchange Basis will be made in respect of any event described in section 2.12, other than the events referred to in clauses (ii) and (iii) of subsection (a) thereof, if Warrantholders are entitled to participate in such event on the same terms, mutatis mutandis, as if Warrantholders had exercised their Warrants prior to or on the effective date or record date of such event, such participation being subject to the prior written consent of each Principal Securities Exchange (to the extent required by the rules and regulations thereof).

If a dispute at any time arises with respect to adjustments provided for in section 2.12, such dispute will, absent manifest error, be conclusively determined by the Company's auditors, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by the directors and any further determination, absent manifest error, will be binding upon the Company, the Warrant Agent and the

Warrantholders, subject to the prior written consent of each Principal Securities Exchange (to the extent required by the rules and regulations thereof).

If the Company will set a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights and will, thereafter and before the distribution to such shareholders 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, then no adjustment in the Exchange Basis will be required by reason of the setting of such record date.

In the absence of a resolution of the directors fixing a record date for a Rights Offering or Special Distribution, the Company will be deemed to have fixed as the record date therefor the date on which the Rights Offering or Special Distribution is effected.

As a condition precedent to the taking of any action which would require any adjustment in any of the subscription rights pursuant to any of the Warrants, including the Exchange Basis, the Company will take any corporate action which may, in the opinion of counsel, be necessary in order that the Company have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which all the holders of such Warrants are entitled to receive on the exercise of all the subscription rights attaching thereto in accordance with the provisions thereof.

In case the Company, after the date hereof, will take any action affecting any Common Shares, other than action described in section 2.12, which in the opinion of the directors acting reasonably and in good faith would materially affect the rights of Warrantholders, the Exchange Basis will be adjusted in such manner, if any, and at such time, as the directors, in their sole discretion acting reasonably and in good faith, may determine to be equitable in the circumstances, subject to the prior written consent of each Principal Securities Exchange (to the extent required by the rules and regulations thereof). Failure of the taking of action by the directors so as to provide for an adjustment in the Exchange Basis prior to the effective date of any action by the Company affecting the Common Shares will be conclusive evidence that the directors have determined that it is equitable to make no adjustment in the circumstances.

The Warrant Agent will be entitled to rely on any adjustment calculations prepared by the Company or its auditors.

At least 14 days prior to the effective date or record date, as the case may be, of any event which requires or might require adjustment pursuant to section 2.12, the Company will:

file with the Warrant Agent a certificate of the Company specifying the particulars of such event (including the record date or the effective date for such event) and, if determinable, the required adjustment and the computation of such adjustment; and

give notice to the Warrantholders of the particulars of such event (including the record date or the effective date for such event) and, if determinable, the required adjustment.

In case any adjustment for which a notice in subsection (a) of this section 2.15 has been given is not then determinable, the Company will promptly after such adjustment is determinable:

file with the Warrant Agent a computation of such adjustment; and

give notice to the Warrantholders of the adjustment.

The Warrant Agent may rely upon certificates and other documents filed by the Company pursuant to this section for all purposes of the adjustment.

at any time be under any duty or responsibility to any registered holder of Warrants to determine whether any facts exist which may require any adjustment contemplated by this Article 2, nor to verify the nature and extent of any such adjustment when made or the method employed in making the same;

be accountable with respect to the validity or value or the kind or amount of any Subject Securities which may at any time be issued or delivered upon the exercise of the Warrants;

be responsible for any failure of the Company to issue, transfer or deliver the Subject Securities or certificates evidencing the same upon surrender of the Warrants for the purpose of exercising the rights or to comply with the provisions or covenants contained in this Article 2; or

incur any liability or responsibility whatsoever or be in any way responsible for the consequence of any breach on the part of the Company of any of the representations, warranties or covenants of the Company or any acts or deeds of the agents or servants of the Company.

Subject to subsection 3.1(d) and section 3.5, a holder of Warrants may exercise the rights thereby conferred on him to acquire all or any part of the Subject Securities to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time on or before the Time of Expiry during regular business hours at its principal offices in the cities of Vancouver or Toronto (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with: (i) a duly completed and executed Subscription Form; and (ii) a certified cheque, bank draft or money order in lawful money of Canada payable to or to the order of the Company in an amount equal to the Warrant Exercise Price multiplied by the number of Subject Securities subscribed for. A Warrant Certificate with the duly completed and executed Subscription Form and payment of the Warrant Exercise Price will be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent.

Any subscription referred to in subsection 3.1(a) will be signed by the Warrantholder, will specify the person(s) in whose name such Subject Securities are to be issued, the address(es) of such person(s) and the number of Subject Securities to be issued to each person, if more than one person is so specified. If any of the Subject Securities subscribed for are to be issued to a person(s) other than the Warrantholder, the signatures set out in the subscription referred to in subsection 3.1(a) will be guaranteed by a Schedule I chartered bank, a major Canadian trust company, a member of the medallion guarantee program, a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP) and the Warrantholder will pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company will not be required to issue or deliver certificates evidencing Subject Securities unless or until such Warrantholder will have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or will have established to the satisfaction of the Company that such tax has been paid or that no tax is due.

If at the time of exercise of the Warrants, in accordance with the provisions of subsection 3.1(a), there are any trading restrictions on the Subject Securities pursuant to applicable securities legislation or stock exchange requirements, the Company may upon the advice of counsel, endorse any certificates representing the Subject Securities to such effect.

The Warrants may not be exercised in the United States or by or on behalf of a U.S. Person, unless an exemption from registration is available under the U.S. Securities Act and any applicable state securities laws and the Corporation has received an opinion of counsel to such effect in form and substance satisfactory to the Corporation; provided that a holder who is an institutional "accredited investor" that satisfies one of the criteria set forth in Rule 501(a)(1), (2), (3) or (7) of Regulation D at the time of exercise of this Warrant and that purchased units ("Units"), with each Unit comprised of one common share and one Warrant, in the Corporation's private placement of Units in the United States and to 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.

Unless otherwise required by United States federal or state securities laws, only those certificates representing Common Shares originally issued to a U.S. Person or a person in the United States or a person for the account or benefit of a U.S. Person or a person in the United States, as well as all certificates issued in exchange for or in substitution of the foregoing securities, will bear a legend to the following effect:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR THE LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS AFTER THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. IF, AT ANY TIME THE COMPANY IS A "FOREIGN ISSUER" AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT, THESE SECURITIES ARE BEING SOLD IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY," MAY BE OBTAINED FROM THE COMPANY'S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN

Upon compliance by the Warrantholder with, and subject to the provisions of section 3.1, the Subject Securities subscribed for will be deemed to have been issued and the person to whom such Subject Securities are to be issued will be deemed to have become the holder of record of such Subject Securities on the Exercise Date unless the transfer registers of the Company for the Common Shares will be closed on such date, in which case the Subject Securities subscribed for will be deemed to have been issued and such person will be deemed to have become the holder of record of such Subject Securities on the date on which such transfer registers are reopened.

Within three Business Days following the due exercise of a Warrant pursuant to section 3.1, the Warrant Agent will deliver to the Company the funds received in full for the Warrants exercised.

Within three Business Days following the due exercise of a Warrant pursuant to section 3.1 and forthwith after Time of Expiry, the Warrant Agent will deliver to the Company a notice setting forth the particulars of all Warrants exercised, if any, and the persons in whose names the Subject Securities are to be issued and the addresses of such holders of the Subject Securities.

Within five Business Days following the due exercise of a Warrant pursuant to section 3.1, the Warrant Agent will mail to the person in whose name the Subject Securities so subscribed for are to be issued, as specified in the Subscription Form completed in respect of the Warrants exercised, at the address specified in such Subscription Form, a certificate or certificates respecting the Subject Securities to which the Warrantholder is entitled and, if applicable, a Warrant Certificate representing any Warrants not then exercised.

it will maintain its corporate existence and will carry on and conduct its business in a proper, efficient and business-like manner and in accordance with good business practice and cause to be kept proper books of account in accordance with generally accepted accounting practices;

the Company will cause certificates representing the Common Shares, if any, from time to time subscribed for and paid pursuant to the exercise of Warrants to be issued and delivered in accordance with the terms hereof;

it will reserve and there will remain unissued out of its authorized capital a sufficient number of Subject Securities to satisfy the rights of acquisition provided for herein;

it will cause the Subject Securities from time to time subscribed for pursuant to the Warrants in the manner herein provided and the certificates representing such Subject Securities to be duly issued and delivered in accordance with the Warrants and the terms hereof;

all Subject Securities which will be issued upon exercise of the right to acquire provided for herein upon payment of the Warrant Exercise Price, will be issued as fully paid and non-assessable and the holders thereof will not be liable to the Company or its creditors in respect thereof;

the Company will give to the Warrantholders, in the manner provided in Article Twelve hereof, and to the Warrant Agent, notice of its intention to fix a record date, or effective date, as the case may be, for any event referred to in section 2.12 hereof which may give rise to an adjustment in the Exercise Price or in the number of Common Shares purchasable upon the exercise of Warrants and, in each case, such notice shall specify the particulars of such event and the record date, or the effective date, for such event; provided that the Company shall only be required to specify in such notice such particulars of such event as shall have been fixed and determined on the date on which such notice is given, and such notice shall be given in each case not less than ten days prior to the applicable record date or effective date, as the case may be;

the Company will not close its transfer books nor take any other action which might deprive a Warrantholder of the opportunity of exercising the right of purchase pursuant to the Warrants held by such person during the period of ten days after the giving of a notice required by section 4.1 or unduly restrict such opportunity;

it will maintain the listing of the Common Shares on the TSX Venture Exchange or a more senior stock exchange in Canada;

it will maintain its status as a reporting issuer not in default under, and not be in default in any material respect of the applicable requirements of, the applicable securities laws of each of British Columbia and Alberta, from the date hereof up to and including the Time of Expiry;

it will perform all its covenants and carry out all of the acts or things to be done by it as provided in this Indenture;

it will promptly advise the Warrant Agent in writing of any material default by the Company in the performance of its covenants hereunder;

if the Company is a party to any transaction in which the Company is not the continuing corporation, the Company shall use commercially reasonable efforts to obtain all consents which may be necessary or appropriate under Canadian law to enable the continuing corporation to give effect to the Warrants; and

it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered all other acts, deeds and assurances in law as the Warrant Agent may reasonably require for the better accomplishing and effecting of the provisions and intention of this Indenture.

for the deposit of instruments appointing proxies at such place and time as the Warrant Agent, the Company or the Warrantholders convening the meeting, as the case may be, may in the notice convening the meeting direct;

for the deposit of instruments appointing proxies at some approved place other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or telecopied before the meeting to the Company 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;

for the form of the instrument of proxy and the manner in which the form of proxy may be executed; and

generally for the calling of meetings of Warrantholders and the conduct of business thereat including setting a record date for Warrantholders entitled to receive notice of or to vote at such meeting.

to agree with the Company to any modification, alteration, compromise or arrangement of the rights of Warrantholders and/or the Warrant Agent in its capacity as Warrant Agent hereunder or on behalf of the Warrantholders against the Company, whether such rights arise under this Indenture or the Warrants or otherwise;

to amend or repeal any Extraordinary Resolution previously passed or sanctioned by the Warrantholders;

to direct or authorize the Warrant Agent, subject to the receipt of sufficient funding and satisfactory indemnity, to enforce any of the covenants on the part of the Company contained in this Indenture or the Warrants or to enforce any of the rights of the Warrantholders in any manner specified in such Extraordinary Resolution or to refrain from enforcing any such covenant or right;

to waive and direct the Warrant Agent to waive any default on the part of the Company in complying with any provisions of this Indenture or the Warrants either unconditionally or upon any conditions specified in such Extraordinary Resolution;

to assent to any change in or omission from the provisions contained in this Indenture or the Warrant Certificates or any ancillary or supplemental instrument which is agreed to by the Company, and to authorize the Warrant Agent to concur in and execute any ancillary or supplemental indenture embodying the change or omission;

to assent to a compromise or arrangement with a creditor or creditors or a class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Company;

to restrain any Warrantholder from taking or instituting any suit, action or proceeding against the Company for the enforcement of any of the covenants on the part of the Company contained in this Indenture or the Warrants or to enforce any of the rights of the Warrantholders; and

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

The expression "Extraordinary Resolution" when used in this indenture means, subject as hereinafter provided in this section 6.11 and in section 6.14, a resolution proposed at a meeting of Warrantholders duly convened for that purpose and held in accordance with the provisions of this Article 6 at which there are Warrantholders present in person or represented by proxy representing at least 25% of the aggregate number of all the then outstanding Warrants and passed by the affirmative votes of Warrantholders representing not less than 66 2/3% of the aggregate number of all the then outstanding Warrants represented at the meeting and voted on the poll upon such resolution.

If, at any meeting called for the purpose of passing an Extraordinary Resolution, Warrantholders representing at least 25% of the aggregate number of all the then outstanding Warrants are not present in person or by proxy within one-half hour after the time appointed for the meeting, then the meeting, if convened by Warrantholders or on a Warrantholders' Request, will be dissolved; but in any other case it will stand adjourned to such day, being not less than six or more than ten Business Days later, and to such place and time in Canada as may be determined by the chairman. Not less than three Business Days prior notice will be given to Warrantholders in the manner provided for in section 10.2 and a copy of such notice will be delivered to the Warrant Agent, unless the meeting was called by the Warrant Agent, and to the Company, unless the meeting was called by the Company. Such notice will state that at the adjourned meeting the Warrantholders present in person or represented by proxy will form a quorum but it will not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting, the Warrantholders present in person or represented by proxy will 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 6.11(a) will be an

Extraordinary Resolution within the meaning of this Indenture notwithstanding that Warrantholders representing at least 25% of the aggregate number of all the then outstanding Warrants are not present in person or represented by proxy at such adjourned meeting.

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

providing for the issuance of additional Warrants hereunder and any consequential amendments hereto as may be required by the Warrant Agent and the Company, each relying on the advice of counsel, provided that the same are not in the opinion of the Warrant Agent and the Company, each relying on the opinion of counsel, prejudicial to the interests of the Warrantholders as a group;

setting forth adjustments in the application of Article 2;

adding to the provisions hereof such additional covenants and enforcement provisions as in the opinion of counsel are necessary or advisable, provided that the same are not in the opinion of the Warrant Agent, relying on the opinion of counsel, prejudicial to the interests of the Warrantholders as a group;

giving effect to any Extraordinary Resolution passed as provided in Article 6;

making such provisions not inconsistent with this Indenture as may be necessary or desirable with respect to matters or questions arising hereunder provided that such provisions are not, in the opinion of the Warrant Agent, relying on the opinion of counsel, prejudicial to the interests of the Warrantholders as a group;

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

making any additions to, deletions from or alterations of the provisions of this Indenture which, in the opinion of the Warrant Agent, relying on the opinion of counsel, do not materially and adversely affect the interests of the Warrantholders and are necessary or advisable in order to incorporate, reflect or comply with any Applicable Legislation;

modifying any of the provisions of this Indenture or relieving the Company from any of the obligations, conditions or restrictions herein contained, provided that no such modification or relief shall be or become operative or effective if in the opinion of the Warrant Agent, relying on the opinion of counsel, the modification or relief impairs any

of the rights of the Warrantholders provided hereunder, or of the Warrant Agent, and provided that the Warrant Agent may in its sole discretion decline to enter into any supplemental indenture which in its opinion may not afford adequate protection to the Warrant Agent when the same shall become operative;

evidencing any succession, or successive successions, of other bodies corporate to the Company and the assumption by any successor of the obligations of the Company herein and in the Warrant Certificates as provided in section 7.2; and

for any other purpose not inconsistent with the terms of this Indenture, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors or omissions herein, provided that, in the opinion of the Warrant Agent, relying on the opinion of counsel, the rights of the Warrant Agent and of the Warrantholders as a group are not prejudiced thereby.

In this Article, the term "Applicable Legislation" means the provisions of any statute of Canada or a province thereof and of regulations under any such named or other statute relating to trust indentures and/or to the rights, duties and obligations of trustees and of corporations under trust indentures, to the extent that such provisions are at the time in force and applicable to this Indenture.

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

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

In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Warrant Agent will act honestly and in good faith with a view to the best interests of the Warrantholders and will exercise the degree of care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. No provision of this Indenture will be construed to relieve the Warrant Agent from, or

require any other person to indemnify the Warrant Agent against liability for its own gross negligence, wilful misconduct or fraud.

Subject only to subsection 8.2(a), the Warrant Agent will not be bound to do or take any act, action or proceeding for the enforcement of any of the obligations of the Company under this Indenture unless and until it has received a Warrantholders' Request specifying the act, action or proceeding which the Warrant Agent is requested to take. 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 Warrantholders hereunder will be conditional upon the Warrantholders furnishing, when required by notice in writing by the Warrant Agent, sufficient funds to commence or continue such act, action or proceeding and an indemnity reasonably satisfactory to the Warrant Agent and its counsel to protect and hold harmless the Warrant Agent and its officers, directors, employees and agents against the costs, charges, expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Indenture will 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 Warrantholders, at whose instance it is acting, to deposit with the Warrant Agent the Warrants held by them, for which Warrants the Warrant Agent will issue receipts.

Every provision of this Indenture that by its terms relieves the Warrant Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation.

The Warrant Agent will retain the right not to act and will not be held liable for refusing to act unless it has received clear and reasonable documentation which complies with the terms of this Indenture. Such documentation must not require the exercise of any discretion or independent judgment.

In the event of any disagreement arising regarding the terms of this Indenture, the Warrant Agent will be entitled, at its option, to refuse to comply with any demands whatsoever until the dispute is settled either by written agreement amongst the various parties or by a court of competent jurisdiction.

The Warrant Agent will not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereunder unless and until it has been required to do so under the terms hereof; nor will the Warrant Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice will specifically set out the default desired to be brought to the attention of the Warrant Agent and in the absence of such notice the Warrant Agent may for all purposes of this Indenture conclusively assume that no default has occurred or been made in the performance or observance of the representations, warranties and covenants, agreements or conditions herein contained. Any such notice will in no way limit any discretion herein given to the Warrant Agent to determine whether or not the Warrant Agent will take action with respect to any default.

In this Indenture, whenever confirmations or instructions are required to be given to the Warrant Agent, in order to be valid, such confirmations and instructions will be in writing.

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

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, the due execution and the accuracy of the opinions expressed therein, upon statutory declarations, opinions, reports, written requests, consents, or orders of the Company, certificates of the Company or other evidence furnished to the Warrant Agent, provided that such evidence complies with Applicable Legislation and the Warrant Agent examines the same and determines that such evidence complies with the applicable requirements of this Indenture.

Whenever Applicable Legislation requires that evidence referred to in subsection 8.3(a) be in the form of a statutory declaration, the Warrant Agent may accept such statutory declaration in lieu of a certificate of the Company required by any provision hereof. Any such statutory declaration may be made by one or more of the Chairman, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, any Vice-president, the Controller and the Corporate Secretary of the Company.

The Warrant Agent may employ or retain such counsel, accountants or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder, may act on and rely upon the advice or opinions so obtained and may pay reasonable remuneration for all services so performed by any of them, and will not be responsible for any misconduct on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent. The costs of obtaining such advice will be payable by the Company as part of the fees of the Warrant Agent.

The Warrant Agent will not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrants (except the representation contained in sections 8.9 and 8.12 or in the certificate of the Warrant Agent on the Warrants) or be required to verify the same.

Nothing herein contained will 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.

The Warrant Agent will not be bound to give notice to any person of the execution hereof.

The Warrant Agent will not incur any liability or responsibility whatsoever or be in any way responsible for the consequence of any breach on the part of the Company of any of the covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Company.

The Company hereby indemnifies and saves harmless the Warrant Agent and its officers, directors, employees or agents to, from and against any and all liabilities, losses, costs, claims, actions or demands, including reasonable legal or adviser fees and disbursements, whatsoever which may be brought against the Warrant Agent or which it may suffer or incur as a result or arising out of the performance of its duties and obligations under this Indenture, save only in the event of gross negligence or fraud of the Warrant Agent and its officers, directors, employees or agents. It is understood and agreed that this indemnification will survive the termination of this Indenture; and the removal or resignation of the Warrant Agent.

Should the Warrant Agent have any inquiries with respect to legending procedures on the Warrant Certificates, the Warrant Agent shall be entitled to seek written direction from the Company or its legal counsel which determination shall be conclusive.

The Warrant Agent may resign its trust and be discharged from all further duties and liabilities hereunder by giving to the Company not less than 45 days prior notice in

writing or such shorter prior notice as the Company may accept as sufficient. The Warrantholders by Extraordinary Resolution will have the power at any time to remove the existing Warrant Agent and to appoint a new Warrant Agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company will forthwith appoint a new Warrant Agent unless a new Warrant Agent has already been appointed by the Warrantholders; failing such appointment by the Company, the retiring Warrant Agent or any Warrantholder may apply to a justice of the British Columbia Supreme Court at the Company's expense, on such notice as such justice may direct, for the appointment of a new Warrant Agent; but any new Warrant Agent so appointed by the Company or by the Court will be subject to removal as aforesaid by the Warrantholders. Any new Warrant Agent appointed under any provision of this section 8.8 will be a corporation authorized to carry on the business of a trust company in the Province of British Columbia and, if required by Applicable Legislation of any other province, in such other province. On any such appointment the new Warrant Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent without any further assurance, conveyance, act or deed; but there will be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of counsel, be necessary or advisable for the purpose of assuring the same to the new Warrant Agent, provided that any resignation or removal of the Warrant Agent and appointment of a successor Warrant Agent will not become effective until the successor Warrant Agent will have executed an appropriate instrument accepting such appointment and, at the request of the Company, the predecessor Warrant Agent, upon payment of its outstanding remuneration and expenses, will execute and deliver to the successor Warrant Agent an appropriate instrument transferring to such successor Warrant Agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder.

Upon the appointment of a successor Warrant Agent, the Company will promptly notify the Warrantholders thereof in the manner provided for in section 10.2.

Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation succeeding to the corporate trust business of the Warrant Agent, will be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as a new Warrant Agent under subsection 8.8(a).

Any Warrants certified but not delivered by a predecessor Warrant Agent may be certified by the successor Warrant Agent in the name of the predecessor or successor Warrant Agent.

The Warrant Agent represents to the Company that at the time of execution and delivery hereof no material conflict of interest exists in the Warrant Agent's role as a fiduciary hereunder and agrees that in the event of a material conflict of interest arising hereafter it will, within 20 days after ascertaining that it has such a material conflict of interest, either eliminate the same or resign its trust hereunder to a successor Warrant Agent approved by the Company. If any such material conflict of interest exists or hereafter will exist, the

validity and enforceability of this Indenture and the Warrants will not be affected in any manner whatsoever by reason thereof.

Subject to subsection 8.9(a), the Warrant Agent, in its personal or any other capacity, may buy, lend upon and deal in securities of the Company and generally may contract and enter into financial transactions with the Company or any subsidiary of the Company without being liable to account for any profit made thereby.

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

if to the Company:

Crosshair Exploration & Mining Corp.
Suite ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇

Attention:        President
Fax:        (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to:

▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇▇ – ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇.▇. V7Y 1C3

Attention:        ▇▇▇ ▇▇▇▇▇
Fax:        (▇▇▇) ▇▇▇-▇▇▇▇

if to the Warrant Agent:

Computershare Trust Company of Canada
3^rd Floor, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇.▇. V6C 3B9

Attention:        Manager, Corporate Trust
Fax:        (▇▇▇) ▇▇▇-▇▇▇▇

and any such notice delivered in accordance with the foregoing will be deemed to have been received on the date of delivery if that date is a Business Day or the Business Day following the date of delivery if such date is not a Business Day or, if mailed, on the fifth Business Day following the date of the postmark on such notice.

The Company or the Warrant Agent, as the case may be, may from time to time notify the other in the manner provided in subsection 10.1(a) of a change of address which, from the effective date of such notice and until changed by like notice, will be the address of the Company or the Warrant Agent, as the case may be, for all purposes of this Indenture. A copy of any notice of change of address given pursuant to this subsection 10.1(b) will be available for inspection at the principal corporate trust offices of the Warrant Agent in the cities of Vancouver and Toronto by Warrantholders during normal business hours.

For value received, the undersigned holder of Warrants hereby irrevocably sells, assigns and transfers unto the following transferees ___________________ Warrants of Crosshair Exploration & Mining Corp. represented by the attached Warrant Certificate:

The signature of the Warrantholder must be guaranteed by a Schedule I chartered bank, a major Canadian trust company, a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program, a member of the Stock Exchanges Medallion Program or a member of the New York Stock Exchange Inc. Medallion Signature Program.

The signature of the Warrantholder must be the signature of the person appearing on the face of the Warrant Certificate in every particular without alteration or enlargement or any change whatever.

If the Transfer Form is signed by an executor, administrator, attorney or other legal representative, the Warrant Certificate must be accompanied by evidence of authority to sign satisfactory to the Warrant Agent with signatures guaranteed in accordance with instruction 1 above.