Exhibit 10.4


 





THE
HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR FROM A JURISDICTION OF CANADA UNLESS THE CONDITIONS IN SECTION 13 OF
MULTILATERAL INSTRUMENT 51-105 “ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET” ARE MET.


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.
SECURITIES ACT”), OR STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF
THE CORPORATION THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE
THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S (“REGULATION S”) UNDER THE U.S. SECURITIES ACT AND IN
COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER
THE U.S. SECURITIES ACT OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE 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, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION SATISFACTORY TO THE CORPORATION MUST
FIRST BE PROVIDED TO THE TRANSFER AGENT OF THE CORPORATION.


 


THESE
SECURITIES MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON CANADIAN STOCK EXCHANGES. IF THE CORPORATION
IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF TRANSFER, A NEW CERTIFICATE, BEARING NO LEGEND,
MAY BE OBTAINED FROM THE TRANSFER AGENT OF THE CORPORATION UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN
A FORM SATISFACTORY TO THE CORPORATION AND THE TRANSFER AGENT OF THE CORPORATION AND, IF SO REQUIRED BY THE TRANSFER AGENT OF THE
CORPORATION, AN OPINION OF COUNSEL, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE
WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.


 


THIS WARRANT AND THE SECURITIES TO
BE ISSUED UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 AS AMENDED (THE “1933
SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND THE WARRANTS MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE
ACCOUNT OR BENEFIT OF A PERSON IN THE UNITED STATES OR A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE 1933 SECURITIES ACT)
WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE UNITED STATES FEDERAL AND STATE SECURITIES LAWS OR COMPLIANCE WITH
AN APPLICABLE EXEMPTION THEREFROM AND THE CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL TO SUCH EFFECT SATISFACTORY TO
IT.


 


2012-2013 WARRANT CERTIFICATE


 


CAN-CAL RESOURCES LTD.

(Incorporated under the laws of Nevada)


 


	2013 WARRANT	 
	CERTIFICATE NO. 11-12	20,000 WARRANTS entitling the holder to acquire, subject to adjustment, one (1) common share for each Warrant represented hereby.


 


This is to certify that for value received
FutureWorth Capital Corp. (the “Holder”) is the registered holder of 20,000 2013 common share purchase
warrants (each a “Warrant”), entitling the Holder to subscribe for and purchase one (1) fully paid and non-assessable
common share of Can-Cal Resources Ltd. (the “Corporation”) for every one (1) Warrant held by the Holder, up
to and including a total of 20,000 common shares without nominal or par value of the Corporation, upon the terms and conditions
as hereinafter set forth.




    	1



    	 



    

 


Exercise Date


 


The Warrants to purchase common shares
of the Corporation represented by this certificate shall be exercised on or before 4:30 p.m., Calgary, Alberta time, on or before
November 30, 2014 (the “Expiry Date”), after which all rights evidenced hereby shall be void and of no
further value.


 


Exercise Price


 


The exercise price shall be US$0.10
per common share payable in lawful money of Canada during the period commencing on the date of issue and ending on the Expiry Date
(the “Exercise Price”).


 


Exercise of Warrants


 


The Warrants may be exercised, in whole
or in part, at any time on or prior to the Expiry Date by the Holder hereof completing the Warrant Exercise Form attached hereto
and made a part hereof and delivering same to the President of the Corporation, in care of the head office of the Corporation,
8205 Aqua Spray Ave., Las Vegas, Nevada, 89128 (the “Head Office”), together with this certificate and
the appropriate sum payable to the order of the Corporation, at par in the amount of the aggregate Exercise Price for the common
shares of the Corporation subscribed for, which may not exceed the number shown on the face hereof. The Corporation shall notify
the Holder of any change of address of the Head Office.


 


Payment


 


The common shares subscribed for must be
paid in full at the time of subscription, by certified cheque, money order or bank draft in Canadian funds to or to the order of
the Corporation.


 


Share Certificates


 


Upon compliance with the terms and conditions
as aforesaid, the Corporation will cause to be issued to the person or persons in whose name or names the common shares so subscribed
for are to be issued the number of fully paid and non-assessable common shares of the Corporation subscribed for and such person
or persons shall be deemed upon presentation and payment as aforesaid to be the holder or holders of record of such common shares
of the Corporation. Within three (3) business days of compliance of the conditions aforesaid, the Corporation will cause to be
mailed or delivered to the holder at the address or addresses specified in the Warrant Exercise Form attached hereto, a certificate
or certificates evidencing the number of common shares of the Corporation subscribed for.


 


Exercise in Whole or in Part


 


The Warrants may be exercised in whole
or in part and, if exercised in part, the Corporation shall issue within three (3) business days of exercise, without charge therefore,
another certificate evidencing the remaining rights to purchase common shares of the Corporation, provided that any such right
shall terminate on the Expiry Date.


 


No Rights of Shareholder Until Exercise


 


This certificate and the Warrants represented
hereby do not confer any rights of a shareholder on the Holder (including any right to receive dividends or other distribution
to shareholders or to vote at a general meeting of the shareholders of the Corporation), other than in respect of common shares
of the Corporation which the Holder shall have exercised his right to purchase hereunder and which the Holder shall have actually
taken up and paid for.




    	2



    	 



    

 


Non-Transferability of Warrants


The Warrants represented by this certificate
and all rights granted hereunder are non-transferable.


No Fractional Common Shares


 


No fractional common shares will be issued
upon exercise of the Warrants, nor shall any compensation be made for such fractional common shares, if any. To the extent that
the Holder would otherwise be entitled to purchase a fraction of a common share, such right may be exercised in combination with
other rights which, in the aggregate, entitle the Holder hereof to purchase a whole number of common shares.


 


Dilution


 


The Exercise Price in effect and the number
and type of securities purchasable under the Warrants at any date shall be subject to adjustment from time to time in the event
and in the manner as follows:


 


		a)	If at any time during the period commencing on the date of issue of this Warrant certificate and
ending at the Expiry Date (the “Adjustment Period”), the Corporation:



 


		i.	fixes a record date for the issues of, or issue, common shares of the Corporation to the holders
of all or substantially all of the outstanding common shares of the Corporation by way of a stock dividend;



 


		ii.	fixes a record date for the distribution to, or makes a distribution to, the holders of all or
substantially all of the common shares of the Corporation payable in common shares of the Corporation or securities exchangeable
for or convertible into common shares of the Corporation;



 


		iii.	subdivides the outstanding common shares of the Corporation into a greater number of common shares
of the Corporation; or



 


		iv.	consolidates the outstanding common shares of the Corporation into a lesser number of common shares
of the Corporation;



			



 


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


 


		v.	the numerator of which will be the number of common shares of the Corporation outstanding on such
record date or effective date before giving effect to such Common Share Reorganization; and
	 	 	 



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





    	3



    	 



    

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



 


		b)	If at any time during the Adjustment Period the Corporation fixes a record date for the issue or
distribution of rights, options or warrants to the holders of all or substantially all of the outstanding common shares of the
Corporation pursuant to which such holders are entitled, during a period expiring not more than 45 days after the record date for
such issue (such period being the “Rights Period”), to subscribe for or purchase common shares of the Corporation
or securities exchangeable for or convertible into common shares of the Corporation at a price per share (or in the case of securities
exchangeable for or convertible into common shares of the Corporation at an exchange or conversion price per share at the date
of issue of such securities) of less than 95% of the price per share equal to the weighted average price at which the common shares
of the Corporation have traded on the TSX Venture Exchange or, if the common shares of the Corporation are not then listed on the
TSX Venture Exchange, on such other Canadian stock exchange as may be selected by the directors of the Corporation for such purpose
or, if the common shares of the Corporation are not then listed on any Canadian stock exchange, in the over-the-counter market,
during the period of any twenty consecutive trading days ending not more than five business days before such date; provided that
the weighted average price will be determined by dividing the aggregate sale price of all common shares of the Corporation sold
on the said exchange or market, as the case may be, during the said twenty consecutive trading days by the total number of common
shares of the Corporation so sold; and provided further that if the common shares of the Corporation are not then listed on any
Canadian stock exchange or traded in the over-the counter market, then the Current Market Price will be determined by such firm
of independent chartered accountants as may be selected by the directors of the Corporation, acting reasonably (“Current
Market Price”), of the common shares of the Corporation on such record date (any of such events being herein called a
“Rights Offering”), then the Exercise Price will be adjusted effective immediately after the record date for
the Rights Offering to the amount determined by multiplying the Exercise Price in effect on such record date by a fraction:



 


		i.	the numerator of which will be the aggregate of



 


		A.	the number of common shares of the Corporation outstanding on the record date for the Rights Offering;
and



 


		B.	the quotient determined by dividing
	 	 	 



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





    	4



    	 



    

		II.	the Current Market Price of the common shares of the Corporation as of the record date for the
Rights Offering; and



 


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



			



 


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


 


		c)	If at any time during the Adjustment Period the Corporation fixes a record date for the issue or
distribution to the holders of all or substantially all of the common shares of the Corporation of:



 


		i.	shares of the Corporation of any class other than common shares of the Corporation;



 


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



 


		iii.	evidences of indebtedness of the Corporation; or



 


		iv.	any property or assets of the Corporation;
	 	 	 



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





    	5



    	 



    

		A.	the numerator of which will be the difference between



 


		I.	the product of the number of common shares of the Corporation outstanding on such record date and
the Current Market Price of the common shares of the Corporation on such record date, and



 


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



 


		B.	the denominator of which will be the product obtained by multiplying the number of Shares outstanding
on such record date by the Current Market Price of the common shares of the Corporation on such record date.



			



 


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


 


		d)	If at any time during the Adjustment Period there occurs:



 


		i.	a reclassification or redesignation of the common shares of the Corporation, any change of the
common shares of the Corporation into other shares or securities or any other capital reorganization involving the common shares
of the Corporation other than a Common Share Reorganization;



 


		ii.	a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other
body corporate which results in a reclassification or redesignation of the common shares of the Corporation or a change or exchange
of the common shares of the Corporation into other shares or securities; or



 


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



 


		iv.	(any of such events being herein called a “Capital Reorganization”),
after the effective date of the Capital Reorganization:



 


		v.	the Holder will be entitled to receive, and shall accept, upon exercise of the Warrants, in lieu
of the number of common shares of the Corporation to which the Holder was theretofore entitled upon the exercise of the Warrants,
the kind and aggregate number of shares and other securities or property resulting from the Capital Reorganization which the Holder
would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, the Holder had
been the registered holder of the number of common shares of the Corporation to which the Holder was theretofore entitled to purchase
or receive upon the exercise of the Warrants; and





    	6



    	 



    

		vi.	the Exercise Price shall, on the effective date of the Capital Reorganization, be adjusted by multiplying
the Exercise Price in effect immediately prior to such Capital Reorganization by the number of common shares of the Corporation
purchasable pursuant to this Warrant certificate immediately prior to the Capital Reorganization, and dividing the product thereof
by the number of successor securities determined in subparagraph (d)(iv) above.



 


			If necessary, as a result of any Capital Reorganization, appropriate adjustments will be made in
the application of the provisions of this Warrant certificate with respect to the rights and interest thereafter of the Holder
to the end that the provisions of this Warrant certificate will thereafter correspondingly be made applicable as nearly as may
reasonably be possible in relation to any shares or other securities or property thereafter deliverable upon the exercise of the
Warrants.



 


		e)	If at any time during the Adjustment Period any adjustment or readjustment in the Exercise Price
occurs pursuant to the provisions of subparagraphs (a), (b) or (c) above, then the number of common shares of the Corporation purchasable
upon the subsequent exercise of the Warrants will be simultaneously adjusted or readjusted, as the case may be, by multiplying
the number of common shares of the Corporation purchasable upon the exercise of the Warrants immediately prior to such adjustment
or readjustment by a fraction which will be the reciprocal of the fraction used in the adjustment or readjustment of the Exercise
Price.



 


Rules of Adjustment


 


The following rules and procedures will
be applicable to adjustments made pursuant to the Dilution section above of this Warrant certificate.


 


		a)	Subject to the following provisions of this section, any adjustment made pursuant to the Adjustment
section above will be made successively whenever an event referred to therein will occur.



 


		b)	No adjustment in the Exercise Price will be required unless the adjustment would result in a change
of at least one per cent in the Exercise Price then in effect and no adjustment will be made in the number of common shares of
the Corporation purchasable or issuable on the exercise of the Warrants unless it would result in a change of at least one one-hundredth
of a common shares of the Corporation; provided, however, that any adjustments which except for the provisions of this clause would
otherwise have been required to be made will be carried forward and taken into account in any subsequent adjustment.



 


		c)	If at any time during the Adjustment Period the Corporation will take any action affecting the
common shares of the Corporation, other than an action or an event described in the Dilution section above, which in the opinion
of the directors would have a material adverse effect upon the rights of the Holder under this Warrant certificate, the Exercise
Price and/or the number of common shares of the Corporation purchasable under this Warrant certificate will be adjusted in such
manner and at such time as the directors may determine to be equitable in the circumstances. Failure of the taking of action by
the directors so as to provide for an adjustment prior to the effective date of any action by the Corporation affecting the common
shares of the Corporation will be deemed to be conclusive evidence that the directors have determined that it is equitable to make
no adjustment in the circumstances.





    	7



    	 



    

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



 


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



 


		f)	In any case in which this Warrant certificate requires that an adjustment become effective immediately
after a record date for an event referred to in the Dilution section above, the Corporation may defer, until the occurrence of
such event:



 


		i.	issuing to the Holder, to the extent that the Warrants are exercised after such record date and
before the occurrence of such event, the additional common shares of the Corporation issuable upon such exercise by reason of the
adjustment required by such event; and



 


		ii.	delivering to the Holder any distribution declared with respect to such additional common shares
of the Corporation after such record date and before such event;



 


			provided, however, that the Corporation delivers to the Holder an appropriate instrument evidencing
the right of the Holder, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price or the
number of common shares of the Corporation purchasable upon the exercise of the Warrants.



 


		g)	If a dispute arises at any time with respect to any adjustment of the Exercise Price or the number
of common shares of the Corporation purchasable pursuant to this Warrant Certificate, such dispute will be conclusively determined
by the auditors of the Corporation or if they are unable or unwilling to act by such other firm of independent chartered accountants
as may be selected by the directors, acting reasonably.



 


		h)	Adjustments to the Exercise Price or the number of common shares of the Corporation purchasable
pursuant to this Warrant certificate may be subject to the prior approval of the TSX Venture Exchange.



 


As a condition precedent to the taking
of any action which would require an adjustment pursuant to the Dilution section above the Corporation will take any action which
may, in the opinion of the Corporation's legal counsel, be necessary in order that the Corporation may validly and legally issue
as fully paid and non-assessable shares all of the common shares of the Corporation which the Holder is entitled to receive in
accordance with the provisions of this Warrant certificate.




    	8



    	 



    

A least twenty-one (21) days prior to any
record date or effective date, as the case may be, for any event which requires or might require an adjustment in any of the rights
of the Holder under this Warrant certificate, including the Exercise Price and the number of common shares of the Corporation which
are purchasable under this Warrant certificate, the Corporation will deliver to the Holder, at the Holder’s registered address,
a certificate of the Corporation specifying the particulars of such event and, if determinable, the required adjustment and the
calculation of such adjustment. In case any adjustment for which a notice as mentioned in the paragraph above has been given is
not then determinable, the Corporation will promptly after such adjustment is determinable deliver to the Holder, at the Holder’s
registered address, a certificate providing the calculation of such adjustment. The Corporation hereby covenants and agrees that
the register of transfers and share transfer books for the common shares of the Corporation will be open, and that the Corporation
will not take any action which might deprive the Holder of the opportunity of exercising the rights of subscription contained in
this Warrant certificate, during such twenty-one day period.


 


Covenants and Representations


 


The Corporation hereby represents and warrants
that it is authorized to create and issue the Warrants and covenants and agrees that it will cause the common shares of the Corporation
from time to time subscribed for and purchased in the manner provided in this Warrant certificate and the certificate representing
such common shares of the Corporation to be issued and that, at all times prior to the Expiry Date, it will reserve and there will
remain unissued a sufficient number of common shares of the Corporation to satisfy the right of purchase provided for in this Warrant
certificate. The Corporation hereby further covenants and agrees that it will at its expense expeditiously use its best efforts
to obtain the listing of such common shares of the Corporation (subject to issue or notice of issue) on each stock exchange or
over-the-counter market on which the common shares of the Corporation may be listed from time to time. All common shares of the
Corporation which are issued upon the exercise of the right of purchase provided in this Warrant certificate, upon payment therefor
of the amount at which such common shares of the Corporation may be purchased pursuant to the provisions of this Warrant certificate,
shall be and be deemed to be fully paid and non-assessable shares and free from all taxes, liens and charges with respect to the
issue thereof. The Corporation hereby represents and warrants that this Warrant certificate is a valid and enforceable obligation
of the Corporation, enforceable in accordance with the provisions of this Warrant certificate.


 


Miscellaneous


 


If any Warrant certificate is lost mutilated,
destroyed or stolen, the Corporation may, on such reasonable terms as to cost and indemnity or otherwise as they may impose, respectively
issue a replacement Warrant certificate similar as to denomination, tenor and date as the Warrant certificate so lost, mutilated,
destroyed or stolen.


 


The Warrants represented hereby shall be
exclusively governed by the laws in force in the Province of Alberta and the laws of Canada applicable therein.


 


If any one or more of the provisions or
parts thereof contained in this Warrant certificate should be or become invalid, illegal or unenforceable in any respect in any
jurisdiction, the remaining provisions or parts thereof contained herein shall be and shall be conclusively deemed to be, as to
such jurisdiction, severable therefrom and:


 


		a)	the validity, legality or enforceability of such remaining provisions or parts thereof shall not
in any way be affected or impaired by the severance of the provisions or parts thereof severed; and



 


		b)	the invalidity, illegality or unenforceability of any provision or part thereof contained in this
Warrant certificate in any jurisdiction shall not affect or impair such provision or part thereof or any other provisions of this
Warrant certificate in any other jurisdiction.





    	9



    	 



    

Whenever used
in this Warrant certificate, words importing the singular number only shall include the plural and vice versa and words
importing gender shall include all genders.


 


Time shall be of the essence.


 


IN WITNESS WHEREOF the Corporation
has caused its corporate seal to be affixed hereto and this certificate to be signed by the signature of its duly authorized officer
effective November 30, 2013.


 


	 	 	 
	 	 	CAN-CAL RESOURCES LTD.
	 	 	 	 
	 	 	 	 
	 	 	Per:	 
	 	 	 	Authorized Signatory


 


 


 


 




    	10



    	 



    

 


WARRANT EXERCISE FORM


 


TO:CAN-CAL RESOURCES LTD.

8205 Aqua Spray Ave.

Las Vegas, Nevada

89128


 


The undersigned hereby exercises
the right to acquire __________ common shares of CAN-CAL RESOURCES LTD. as constituted on November 30, 2012 (or such number
of other securities or property to which such Warrants entitle the undersigned in lieu thereof or in addition thereto under the
provisions of the Warrant Certificate).


The common shares (or other
securities or property) are to be issued as follows:


 


Name: ___________________________________________________________________________


(print clearly)


 


Address in full:____________________________________________________________________


 


_____________________________________________________________________


 


Number of Common Shares:___________________________________________________________


 


			Note: If further nominees intended, please attach (and initial) schedule giving these particulars.



 


The undersigned hereby represents
and warrants to the Corporation that the undersigned (check one):


 


	 	o	i.	it is not a U.S. Person and the Warrants are not being exercised within the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States;
	 	 	 	 
	 	o	ii.	it was an original subscriber for Warrants, or a transferee, who was a U.S. Person at the time of the acquisition of such Warrants and the representations and warranties made by such person in connection with the acquisition of such Warrants remain true and correct on the date of exercise; or
	 	 	 	 
	 	o	iii.	it has delivered herewith to the Corporation a written opinion of counsel or other evidence satisfactory to the Corporation to the effect that the common shares have been registered under the U.S. Securities Act and applicable state securities laws or are exempt from registration thereunder.


 


Such securities
(please check one):


 


(a)__________
should be sent by first class mail to the above address;


OR


 


(b)__________
should be held for pick up at the office of the Corporation at which this Warrant Certificate is deposited.


 


 




    	11



    	 



    

In the absence of instructions
to the contrary, the securities or other property will be issued in the name of or to the holder hereof and will be sent by first
class mail to the last address of the holder appearing on the register maintained for the Warrants.


 


DATED this ____
day of __________, 20___.


 


	____________________________________	_________________________
	Signature Guaranteed	(Signature of Warrantholder)


 


 


____________________________________


Print full name


 


 


____________________________________


Print full address


 


 


____________________________________


Print full address




    	12



    	 



    

INSTRUCTIONS:


 


 


		1.	For the purposes of the paragraphs above, the following words and phrases have the following meanings:



 


“United States”
and “U.S. Person” have the meaning given to such terms under Regulation S of the U.S. Securities Act. For purposes
of Regulation S. “U.S. Person” includes, with certain expectations, (i) any natural person resident in the United
States; (ii) any partnership or corporation organized or incorporated under the laws of the United States; (iii) any estate of
which any executor or administrator is a U.S. Person; (iv) any trust of which any trustee is a U.S. Person; (v) any agency or branch
of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or
trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person; (vii) any discretionary account or similar
account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if any individual) resident
in the United States; and (viii) any partnership or corporation if (a) organized or incorporated under the laws of any jurisdiction
other than the United States and (b) formed by a U.S. Person Headly for the purposes of investing in securities not registered
under the U.S. Securities Act; and


 


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


 


		2.	The registered holder may exercise its right to receive common shares by completing this form and
surrendering this form and the Warrant Certificate representing the Warrants being exercised to the Corporation at the address
indicated under “Exercise of Warrants” in the Warrant Certificate. Certificates for common shares will be delivered
or mailed within 3 business days after the exercise of the Warrants.
	 	 	 



		3.	If the Exercise Form indicates that common shares are to be issued to a person or persons other
than the registered holder of the Certificate, the signature of such holder of the Exercise Form must be guaranteed by an
authorized officer of a Schedule “A” major chartered bank/trust company or a member of an acceptable medallion guarantee
program. The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”. Please
note - signature guarantees are not accepted from treasury branches or credit unions unless they are members of the “Stamp
Medallion Program”. Please note - in USA signature guarantees must be done by members of the “Medallion Signature Guarantee
Program” only.
	 	 	 



		4.	If the Exercise Form is signed by a trustee, executor, administrator, curator, guardian, attorney,
officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by
evidence of authority to sign satisfactory to the Corporation.





 


 


 






    	13