Exhibit 4.5


 


UNLESS PERMITTED UNDER
SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY AND ANY SECURITY ISSUED ON
EXERCISE HEREOF MUST NOT TRADE THE SECURITY BEFORE AUGUST 16, 2010.


 


WITHOUT THE PRIOR WRITTEN
APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE
SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND ANY
SECURITIES ISSUED ON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED,
HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE EXCHANGE
OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL
AUGUST 16, 2010.


 


THE WARRANTS EVIDENCED HEREBY
ARE EXERCISABLE UNTIL 5:00 P.M. (PACIFIC TIME) ON APRIL 15, 2011 AFTER
WHICH TIME THEY WILL EXPIRE AND BE OF NO FURTHER FORCE AND EFFECT OR VALUE.


 


Certificate #W-1 dated April 15,
2010 (the “Issue Date”), representing 13,636,500 Warrants


 


WARRANT CERTIFICATE


 


TERRANE
METALS CORP.


 


THIS CERTIFIES that, for value received:


 


Goldcorp Canada Ltd.

Park Place, Suite 3400

666 Burrard Street

Vancouver, BC

V6C 2X8


 


(hereinafter referred to as the “Holder”)


 


is the registered holder of that number of
warrants (the “Warrants”) of Terrane Metals Corp. (the “Issuer”) set forth
above.


 


Underlying Securities and
Exercise Terms


 


Subject to adjustment as herein provided, each
Warrant entitles the Holder to purchase one common share (the “Shares”) of
the Issuer, as constituted on April 15, 2010, at a price of $1.50 per
Share until 5:00 pm (Pacific Time) on April 15, 2011.  The Warrants and Shares are collectively
referred to herein as the “Securities”.


 


The Issuer covenants that the Shares, when
issued upon the due exercise of the Warrants, will be fully paid and
non-assessable securities, and will be free and clear of all liens, charges and
encumbrances.  The Issuer covenants that,
until the expiry of the Warrants, it will have reserved a sufficient number of
common shares to provide for the exercise of the rights represented by the
Warrants.


 


Warrant Exercise Procedure


 


The Warrants may be exercised at any time prior
to the expiry of the Warrants by surrendering to the Issuer:


 


(a)           this Warrant
Certificate;


 


(b)           the Subscription Form attached
as Schedule “A” hereto, duly completed and executed; and


 


(c)           a cheque, bank
draft or money order made payable to the Issuer in the aggregate amount of the
exercise price,


 


at the office of the Issuer, at Suite 1500,
999 West Hastings Street, Vancouver, BC, V6C 2W2, or such other address in
Canada as the Holder may be notified of in writing by the Company.  Upon the due exercise of the Warrants, the
Issuer shall issue or cause to be issued the requisite number of Shares to be
issued to the Holder pursuant to said exercise, registered in the name of the
Holder or such other person as may be specified in the Subscription Form, and
each such person shall be deemed the holder of such Shares with effect from the
date of such exercise.  If Shares are to
be issued to a person other than the Holder, the Holder’s signature on the
Subscription Form must be guaranteed by a Canadian chartered bank, a
Canadian trust company or a member firm of the TSX Venture Exchange.  The Issuer will cause the certificates
representing such Shares to be mailed to the Holder at the Holder’s 


 

















 


address stated above or such other address(es)
as may be specified in the Subscription Form, within three business days of the
exercise of the Warrants.


 


Upon the due exercise of a Warrant, the Warrant
shall be deemed tendered for purposes thereof by the Holder without further
notice or action by the Holder, and all rights under such Warrant, other than
the right to receive certificates representing the Shares to which the Holder
is entitled on such exercise, shall wholly cease and terminate and such
Warrants shall be void and of no further effect or value.


 


Partial Exercise, Exchange and
Replacement of Certificates


 


The Warrants represented by this Warrant
Certificate may be exercised in whole or in part from time to time.  If the Warrants are exercised in part, the
Issuer shall deliver, with the Shares issued pursuant to such exercise, a new
Warrant Certificate representing the balance of the Warrants remaining
unexercised.


 


This Warrant Certificate may be exchanged, upon
its surrender to the Issuer and payment of such administration fee, not
exceeding $10.00, as the Issuer may require, for new Warrant Certificates of
like tenor in denominations which in the aggregate represent the number of
Warrants represented hereby.


 


If this Warrant Certificate is lost, stolen,
mutilated or destroyed, the Issuer may on such reasonable terms as it may in
its discretion impose, including but not limited to the payment of any
administration fee, not exceeding $10.00, 
and the provision of any indemnity by the Holder, issue and countersign
a new Warrant Certificate of like tenor, denomination and date as the Warrant
Certificate so lost, stolen, mutilated or destroyed.


 


All Warrants shall rank pari passu, notwithstanding the actual
date of issue thereof.


 


Transfer of Warrants


 


The
Warrants are transferable and the term “Warrantholder” shall mean and include
any successor, transferee or assignee of the current or any future
Warrantholder. The term “Warrantholder” shall mean and include any successor of
the Warrantholder. The Warrants may by transferred by the Warrantholder
completing and delivering to the Issuer the transfer form attached hereto as
Schedule “B”.


 


Holding of Warrants


 


The Issuer may treat the Holder as the absolute
owner of the Warrants represented hereby for all purposes, and the Issuer shall
not be affected by any notice or knowledge to the contrary except where the
Issuer is required to take notice by statute or by order of a court of
competent jurisdiction.


 


Nothing in this Warrant Certificate or in the
holding of a Warrant evidenced hereby shall be construed as conferring upon the
Holder any right or interest whatsoever as a shareholder of the Issuer or
entitle the Holder to any right or interest in respect of any Shares except as
herein expressly provided.


 


Resale Restrictions and Legending
Of Certificates


 


The Warrants have been, and the Shares will be,
issued pursuant to an exemption (an “Exemption”) from the registration and
prospectus requirements of applicable securities law.  To the extent that the Issuer relies on such
Exemption, the Shares may be subject to restrictions on resale and
transferability contained in applicable securities laws.


 


In the event that any of the Securities are
subject to a hold period, or any other restrictions on resale and
transferability, the Issuer may place a legend on the certificates representing
the Securities as may be required under applicable securities laws, or as it
may otherwise deem necessary or advisable.


 


2

















 


Capital Adjustments


 


If at any time after the date hereof and prior
to the expiry of the Warrants, and provided that any Warrants remain
unexercised, there shall be:


 


(a)           a reclassification
of the Issuer’s common shares, a change in the Issuer’s common shares into
other shares or securities, a subdivision or consolidation of the Issuer’s
common shares into a greater or lesser number of common shares, or any other
capital reorganization, or


 


(b)           a consolidation,
amalgamation or merger of the Issuer with or into any other corporation other
than a consolidation, amalgamation or merger which does not result in any
reclassification of the Issuer’s outstanding common shares or a change of the
Issuer’s common shares into other shares or securities,


 


(any of such events being called a “Capital
Reorganization”) any Holders who shall thereafter acquire Shares pursuant to
the Warrant shall be entitled to receive, at no additional cost, and shall
accept in lieu of the number of Shares to which such Holder was theretofore
entitled to acquire upon such exercise, the aggregate number of shares, other
securities or other property which such Holder should 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 Holder had been the registered
holder of the number of Shares to which such Holder was theretofore entitled to
acquire upon exercise of the Warrants. 
If determined appropriate by the Issuer acting reasonably, appropriate
adjustments shall be made in the application of the provisions set forth herein
with respect to the rights and interests of the Holder relative to a Capital
Reorganization, to the end that the provisions set forth herein shall
correspond as nearly as may be reasonably possible to the effect of the Capital
Reorganization in relation to any shares, other securities or other property
thereafter deliverable upon the exercise of any Warrants.


 


In case at any time:


 


(a)           the Issuer shall
pay any dividend payable in stock upon its common shares or make any
distribution to the holders of its common shares;


 


(b)           the Issuer shall
offer for subscription pro rata to the holders of its common shares any
additional shares or stock of any class or other rights;


 


(c)           there shall be any
subdivision, consolidation, capital reorganization, or reclassification of the
capital stock of the Issuer, or merger, amalgamation or arrangement of the
Issuer with, or sale of all or substantially all of its assets to, another
corporation; or


 


(d)           there shall be a
voluntary or involuntary dissolution, liquidation or winding-up of the Issuer,


 


the Issuer shall give to the Holder at least
twenty days’ prior written notice of the date on which the books of the Issuer
shall close or a record shall be established for such dividend, distribution or
subscription rights, or for determining rights to vote with respect to such
subdivision, consolidation, capital reorganization, reclassification, merger,
amalgamation, arrangement, sale, dissolution, liquidation or winding-up, and in
the case of any such subdivision, consolidation, capital reorganization,
reclassification, merger, amalgamation, arrangement, sale, dissolution,
liquidation or winding-up, at least twenty days’ prior written notice of the
date when the same shall take place. 
Such notice in accordance with the foregoing clause shall also specify,
in the case of any such dividend, distribution or subscription rights, the date
on which the holders of common shares shall be entitled thereto, and such
notice in accordance with the foregoing shall also specify, in the case of any
such subdivision, consolidation, capital reorganization, reclassification,
merger, amalgamation, arrangement, sale, dissolution, liquidation or
winding-up, the date on which the holders of common shares shall be entitled to
exchange their common shares for securities or other property deliverable upon
such subdivision, consolidation, capital reorganization, reclassification,
merger, amalgamation, arrangement, sale, dissolution, liquidation or winding-up
as the case may be.  Each such written
notice shall be given by first class mail, postage prepaid, addressed to the
Holder at its address as shown on the books of the Issuer.


 


In case the Issuer, after the date hereof,
shall take any action affecting any securities of the Issuer, other than as
previously set out herein, which in the opinion of the directors would
materially affect the rights and interests of the Holder hereunder, the number
of Shares or other securities which shall be issuable on the exercise of the
Warrants 


 


3

















 


shall be adjusted in such manner, if any, and
at such time as the directors, in their sole discretion, may determine to be
equitable in the circumstances, provided that no such adjustment will be made
unless all necessary regulatory approvals, if any, have been obtained.  In the event of any question arising with
respect to any adjustment provided for herein, such question shall be
conclusively determined by a firm of chartered accountants appointed by the
Issuer at its sole discretion (who may be the Issuer’s auditors) and any such
determination shall be binding upon the Issuer and the Holder.


 


No adjustment shall be made in respect of any
event described herein if the Holder is entitled to participate in such event
on the same terms, without amendment, as if the Holder had exercised the
Warrants prior to or on the effective date or record date of such event.  The adjustments provided for herein are
cumulative and such adjustments shall be made successively whenever an event
referred to herein shall occur, subject to the limitations provided for
herein.  No adjustment shall be made in
the number or kind of Shares or other securities which may be acquired on the
exercise of a Warrant unless it would result in a change of at least one-tenth
of a Share or other security.  Any
adjustment which may by reason of this paragraph not be required to be made
shall be carried forward and then taken into consideration in any subsequent
adjustment.


 


Notwithstanding any adjustments provided for
herein or otherwise, the Issuer shall not be required, upon the exercise of any
Warrants, to issue fractional Shares or other securities in satisfaction of its
obligations hereunder and, except as provided for herein, any fractions shall
be eliminated.  To the extent that the
Holder would otherwise be entitled to acquire a fraction of a Share or other
security, such right may be exercised in respect of such fraction only in
combination with other rights which in the aggregate entitle the Holder to
acquire a whole number of Shares or other securities.  The Holder shall be entitled, upon the
elimination of any fraction of a Share or other security, to be paid in cash
for the fair market value for the securities so eliminated, always provided
that the Issuer shall not be required to make any payment if for less than
$10.00.


 


Miscellaneous Provisions


 


Any delivery or surrender of documents shall be
valid and effective if delivered personally or if sent by registered letter
postage prepaid, and any notice shall be valid and effective if made in writing
and transmitted as aforementioned or if transmitted by facsimile with confirmed
receipt, in each case addressed to:


 


(a)           if to the Issuer,


 


Terrane Metals Corp.

Suite 1500, 999 West Hastings Street


Vancouver, BC

V6C 2W2


 


Facsimile: 
(604) 630-2090


 


(b)           if to the Holder,
at its address appearing in the register of holders of Warrants maintained by
the Issuer,


 


and such shall be deemed to have been
effectively made and received on the date of personal delivery, if delivered; on
the fourth business day after the time of mailing or upon actual receipt,
whichever is sooner, if sent by registered letter (except the delivery of
documents to exercise the Warrants, in which case actual receipt is required);
or on the first business day after the time of facsimile transmission, if sent
by facsimile.  In the case of a
disruption in postal services, any delivery or surrender of documents or notice
sent by mail shall not be deemed to have been effectively made or received
until it is actually delivered.  The
Issuer and the Holder may from time to time change their address for service
hereunder by notice in writing delivered in one of the foregoing manners.


 


4

















 


Except as herein provided, any and all of the
rights conferred upon the Holder herein may be enforced by the Holder through
appropriate legal proceedings.  No
recourse under or upon any covenant, obligation or agreement herein contained
shall be had against any shareholder, officer or director of the Issuer, either
directly or through the Issuer, it being expressly agreed and declared that the
obligations under the Warrants are solely corporate obligations of the Issuer
and no personal liability whatsoever shall attach to or be incurred by the
shareholders, officers or directors of the Issuer in respect thereof.  This Warrant Certificate shall be binding
upon the Issuer and its successors.


 


This Warrant shall be governed in accordance
with the laws of British Columbia and the laws of Canada applicable
therein.  The parties hereby attorn to
the jurisdiction of the courts of British Columbia in the event of any dispute
hereunder.  Time shall be of the essence
hereof.


 


IN WITNESS WHEREOF the Issuer has caused this
Warrant Certificate to be signed by its duly authorized officer on the Issue
Date.


 


	
  TERRANE METALS CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Basil Huxham

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  



 


5

















 


SCHEDULE “A”

SUBSCRIPTION FORM


 


	
   

  	
  TO:

  	
  Terrane Metals Corp.

  
	
   

  	
   

  	
  Suite 1500, 999 West Hastings Street

  
	
   

  	
   

  	
  Vancouver, BC 
  V6C 2W2

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile: 
  (604) 630-2090

  



 


The Undersigned, being the registered holder of
the attached Warrant Certificate of the Issuer, does hereby irrevocably
exercise                                        of
the Warrants evidenced thereby in accordance with the terms thereof, and
accordingly hereby irrevocably subscribes for the Shares (as described therein)
to be received thereon and irrevocably surrenders the Warrant Certificate to
the Issuer for such purpose.  The
Undersigned hereby irrevocably directs that the Shares to be received by the
Undersigned be registered as follows:


 


	
  Name in Full

  	
   

  	
  Address

  	
   

  	
  No. of

  Common Shares

  	
   

  
	
  1.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


IF COMMON SHARES ARE TO BE
ISSUED TO A PERSON OR PERSONS OTHER THAN THE UNDERSIGNED REGISTERED HOLDER, THE
SIGNATURE OF THE UNDERSIGNED MUST BE MEDALLION GUARANTEED AND IT MUST
PAY TO THE ISSUER ALL APPLICABLE TAXES AND OTHER DUTIES.


 


The Undersigned registered holder hereby
represents, warrants and certifies that:


 


1.             the Undersigned is a
resident at the address set forth in this Subscription Form;


 


2.             the Undersigned acknowledges
that the Warrants and Shares (collectively, the “Securities”) have not been
registered under the United States Securities Act
of 1933, as amended (the “1933 Act”),
or any applicable State securities laws and may not be offered or sold in the
United States or to U.S. Persons without registration under the 1933 Act and any applicable State securities laws, unless an
exemption from registration is available; and


 


3.             the Undersigned has no
intention to distribute, either directly or indirectly, any of the Securities
in the United States or to U.S. Persons.


 


 


 


	
  DATED the          day
  of                                        ,
  20         

  	
  .

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  }

  	
   

  
	
   

  	
   

  	
  }

  	
   

  
	
  Signature of Witness

  	
   

  	
  }

  	
  Signature of registered
  holder or Signatory thereof

  
	
  [Please Note Instruction 2]

  	
   

  	
  }

  	
   

  
	
   

  	
   

  	
  }

  	
  If applicable, print Name
  and Office of Signatory

  
	
   

  	
   

  	
  }

  	
   

  
	
   

  	
   

  	
  }

  	
   

  
	
  Print Name of Witness

  	
   

  	
  }

  	
  Print Name of registered
  holder as on certificate

  
	
   

  	
   

  	
  }

  	
   

  
	
   

  	
   

  	
  }

  	
   

  
	
  Address of Witness

  	
   

  	
  }

  	
  Street Address

  
	
   

  	
   

  	
  }

  	
   

  
	
  Occupation of Witness

  	
   

  	
  }

  	
  City, Province and Postal
  Code

  



 

















 


INSTRUCTIONS:


 


1.             The registered holder of a Warrant may exercise its right to convert the
Warrant into Shares by completing and surrendering this Subscription Form and
the ORIGINAL Warrant Certificate representing the Warrants being converted to
the Issuer, together with the aggregate amount of the exercise price for the
Shares, as provided for in the Warrant Certificate.  Certificates representing the Shares to be
acquired on exercise will be sent by prepaid ordinary mail to the address(es)
above within three business days after the receipt of all required
documentation.


 


2.             If this Subscription Form indicates that Shares are to be issued to
a person or persons other than the registered holder of the Warrant to be
converted: (i) the signature of the registered holder on this Subscription
Form must be medallion guaranteed by an authorized officer of a chartered
bank, trust company or an investment dealer who is a member of a recognized
stock exchange, and (ii) the registered holder must pay to the Issuer all
applicable taxes and other duties.


 


3.             If this Subscription Form is signed by a trustee, executor,
administrator, custodian, guardian, attorney, officer of a corporation or any
other person acting in a fiduciary or representative capacity, this
Subscription Form must be accompanied by evidence of authority to sign
satisfactory to the Issuer.


 


2

















 


SCHEDULE “B”

FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                                                           
                                         
(include name and address of the transferee) Warrants exercisable for common
shares of Terrane Metals Corp. (the “Corporation”) registered in the name of
the undersigned on the register of the Corporation maintained therefor, and
hereby irrevocably appoints                                                        
the attorney of the undersigned to transfer the said securities on the books
maintained by the Corporation with full power of substitution.


 


DATED
this
              
day of
                                      ,
20      .


 


 


Signature
of Transferor guaranteed by:


 


 


	
   

  	
   

  	
   

  
	
  Medallion
  Signature Guarantee

  	
   

  	
  Signature
  of Transferor

  
	
  Stamp
  of Transferor

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address
  of Transferor

  



 


The
undersigned transferee hereby certifies that:


 


(check
one)


 


o            said transferee
was not offered the Warrants in the United States and is not in the United
States or a “U.S. Person” (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S.
Securities Act”)), and is not acquiring the Warrants for the account or benefit
of a person in the United States or a U.S. Person; or


 


o            enclosed
herewith is an opinion of counsel (which the transferee understands must be
satisfactory to the Corporation) to the effect that no violation of the U.S.
Securities Act or applicable securities laws will result from transfer,
exercise or deemed exercise of the Warrants.


 


It is understood that the Corporation may require
additional evidence necessary to verify the foregoing.


 


Notes:


 


1.             The signature to this
transfer must correspond with the name written upon the face of this Warrant
Certificate in every particular without any changes whatsoever.


 


2.             If the Transfer Form indicates
that common shares are to be issued to a person or persons other than the
registered holder of the Warrant Certificate, the signature on this Transfer Form must
be guaranteed by a Canadian
chartered bank, or eligible guarantor institution with membership in an
approved signature guarantee medallion program. The guarantor must affix a
stamp bearing the actual words “Signature Guaranteed”.