Exhibit
      10.5

    


    VOID
      AFTER 4:00 PM (PACIFIC TIME) IN THE CITY OF VANCOUVER, PROVINCE OF BRITISH
      COLUMBIA, ON AUGUST
      29, 2008.

    


    WARRANTS
      TO PURCHASE COMMON SHARES OF

    HI
      HO
      SILVER
      RESOURCES
      INC.

    (Incorporated
      under the laws of Canada)

     

    
 

    
      	NUMBER OF WARRANTS:
              ***********	
              RIGHT
                TO PURCHASE ********
                SHARES

            


    

     

    THIS
      IS TO CERTIFY THAT for
      value
      received the holder, ***********., of ******************, Toronto, Ontario,
      ************* (the "Holder"), of this certificate (the "Warrant
      Certificate")
      holds
      that number of Warrants set forth above, each of which entitles the Holder
      to
      purchase one fully paid and non-assessable common share ("Common Share") in
      the
      capital of Hi Ho Silver Resources Inc.,
      a
      Canada corporation (the "Company"), at any time from 9:00 a.m. (Pacific time)
      on
      August 29, 2006, until 4:00 p.m. (Pacific time) on August
      29,
      2008,
at
      the
      purchase price of $0.15
      per
      Common Share.

     

    Purchase
      of the Common Shares to be issued hereto shall be made by surrendering to
Pacific
      Corporate Trust Company (“Transfer Agent”), 510 Burrard Street, Vancouver,
      British Columbia V6C 3B9,
      this
      Warrant Certificate with a Subscription Notice in the form set out on the
      reverse side hereof duly completed and executed, and a bank draft, certified
      cheque or money order in lawful money of Canada, payable to the order of the
      Company at par in Vancouver, British Columbia in an amount equal to the purchase
      price of the Common Shares so subscribed for. The
      purchase price is subject to adjustment as set forth in the terms and conditions
      attached hereto.

     

    The
      Warrants may be exercised only at the offices of the
      Transfer Agent at 510 Burrard Street, Vancouver, British Columbia V6C
      3B9.

     

    This
      Warrant Certificate, with or without other Warrant Certificates, upon surrender
      at the office of the Transfer Agent, may be exchanged for another Warrant
      Certificate or Warrant Certificates of like tenor and date evidencing Warrants
      entitling the Holder to purchase a like aggregate number of Common Shares as
      the
      Warrants evidenced by the Warrant Certificate or Warrant Certificates
      surrendered entitled such Holder to purchase. If this Warrant Certificate shall
      be exercised in part, the Holder shall be entitled to receive upon surrender
      hereof, another Warrant Certificate or Warrant Certificates for the number
      of
      whole Warrants not exercised.

     

    Neither
      the Warrants nor this Warrant Certificate entitles any Holder hereof to any
      rights of a shareholder of the Company.

     

    This
      Warrant Certificate is subject to the terms and conditions attached hereto.
      These Warrants and the rights evidenced thereby may not be sold, transferred,
      assigned, hypothecated or otherwise disposed of.

     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant Certificate to be executed
      at
      the
      City of Vancouver, in the Province of British Columbia, this 29th
      day
      of
August
      2006.

     

    
       

      
        	 Hi
                Ho Silver Resources Inc.	 	 	 
	 	 	 	 
	 	 	 	 
	Per:	 	 	 
	
                
                  

                

                Chief
                  Executive Officer

              	 	 	
              
	 	 C/S	 	 
	Per:	 	 	 
	
                
                  

                

                Secretary


              	 	 	 


      

       

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Subscription
      Notice

     

    (ONE
      SERIES “A” SHARE PURCHASE WARRANT IS

    REQUIRED
      TO SUBSCRIBE FOR EACH COMMON SHARE)

     

    
 

    
      	TO:	Pacific Corporate Trust Company 
	 	510 Burrard Street, Vancouver, British
              Columbia V6C 3B9


    

     

    The
      undersigned, bearer of the within Series “A” Share Purchase Warrants, hereby
      subscribes for _______________ of the common shares referred to in the Warrants
      according to the conditions thereof and herewith makes payment of the purchase
      price in full for the said number of shares at the purchase price of
$0.15
      per
      common share if exercised on or before 4:00 p.m., Pacific Time, August
      29,
      2008.
A
      certified cheque, bank draft or money order in lawful money of Canada payable
      to
Hi
      Ho Silver Resources Inc.
      (the
“Company”) is enclosed herewith for such amount. If the number of shares
      subscribed for is not all the shares purchasable under the within Warrant
      Certificate, a new Warrant Certificate shall be issued to the holder for the
      balance remaining of the common shares purchasable thereunder.

    


    The
      undersigned hereby represents and warrants to the Company that unless the
      undersigned’s address is within the United States, at the time of exercise the
      undersigned was outside the United States, the undersigned is not a U.S. person
      or a person within the United States (as such terms are defined in Regulation
      S
      under the Securities
      Act of 1933
      (the
      "U.S. Securities Act") and the Warrant is not being exercised on behalf of
      or
      for the account or benefit of, directly or indirectly, a U.S. Person or any
      person within the United States.

     

    The
      undersigned hereby directs that the shares hereby subscribed for be issued
      and
      delivered as follows:

     

    
      
        	Name(s) in full	Address(es)	Number of Shares
	 	 	 
	_________________________	_________________________	_________________________
	 	 	 
	_________________________	_________________________	_________________________


      

    

     

    (Please
      print full names in which share certificates are to be issued, stating whether
      Mr., Mrs. or Miss. The shares must be issued in the name of the
      bearer.)

     

    
      DATED
        this ____ day of ____________, 200___

       

      
        	_________________________	_________________________
	Witness	Signature 


      

       

      Please
        print your name and address in full:

      
         

        
          	Mr. 	
                
	Mrs.  _________________________	Address  _________________________
	Miss	
                   _________________________

                
	 	 


        

      

    

     

    TERMS
      AND CONDITIONS

     

    The
      Warrants are issued subject to the Terms and Conditions for the time being
      governing the holding of Warrants in the Company. A copy of the Terms and
      Conditions may be obtained, free of charge, at the offices of the Company or
      Pacific Corporate Trust Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Terms
      and Conditions attached to the ********** Series
      “A” Warrants for issue by

    HI
      HO
      SILVER
      RESOURCES
      INC.


    


    ARTICLE
      ONE - INTERPRETATION

    


    Section
      1.01 - Definitions

    


    Unless
      the subject matter or context is inconsistent herewith the terms and conditions
      herein referred to shall bear the following meanings:

    


    
      	
              (a)

            	 	
              "herein",
                "hereby", and similar expressions refer to these Terms and Conditions;
                and
                the expression "Article" and "Section" followed by a number refer
                to the
                specified Article or Section of these Terms and
                Conditions.

            


    

    


    
      	
              (b)

            	 	
              "Warrants"
                means the *********** Series
                “A” Share Purchase Warrants of the Company issued and presently
                authorized, as set out in Section 2.01 hereof and for the time being
                outstanding.

            


    

    


    
      	
              (c)

            	 	
              "Warrant
                Holders" or "Holders" means the bearers of the Warrants for the time
                being.

            


    

    


    
      	
              (d)

            	 	
              "Company"
                means Hi
                Ho Silver Resources Inc.
                until a successor corporation is established in the manner prescribed
                in
                Article 7, and thereafter "Company" shall mean each successor
                corporation.

            


    

    


    
      	
              (e)

            	 	
              "Director"
                means a Director of the Company for the time being, and reference,
                without
                more, to action by the Directors means action by the Directors of
                the
                Company as a Board, or whenever duly empowered, action by an executive
                committee of the Board.

            


    

    


    
      	
              (f)

            	 	
              "Company's
                Auditors" means an independent firm of accountants duly appointed
                as
                Auditors of the Company.

            


    

    


    
      	
              (g)

            	 	
              "shares"
                means the common shares in the capital of the Company as constituted
                at
                the date hereof and any shares resulting from any subdivision or
                consolidation of the shares.

            


    

    


    
      	
              (h)

            	 	
              "person"
                means an individual, corporation, partnership, trustee or any
                unincorporated organization and words importing persons having similar
                meaning.

            


    

    


    
      	
              (i)

            	 	
              "Transfer
                Agent" means Pacific
                Corporate Trust Company,
                of 510 Burrard St., Vancouver, British Columbia, or its
                successors.

            


    

    


    
      	
              (j)

            	 	
              Words
                importing singular number include the plural and vice versa and words
                importing the masculine gender include the feminine and neuter
                genders.

            


    

    


    Section
      1.02 - Interpretation Not Affected By Headings.

    


    The
      division of these Terms and Conditions into Articles and Sections, and the
      insertion of headings are for convenience of reference only and shall not affect
      the construction or interpretation thereof.

    


    Section
      1.03 - Applicable Law

    


    The
      rights and restrictions attached to the Warrants shall be construed in
      accordance with the laws of the Province of British Columbia and the laws of
      Canada applicable thereto and shall be treated in all respects as British
      Columbia contracts.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    ARTICLE
      TWO - ISSUE OF WARRANTS

    


    Section
      2.01 - Issue of ********* Series
      “A” Warrants

    


    *********
      Series “A” Share Purchase Warrants entitling the holder(s) thereof to purchase
      an aggregate of *********** Common shares are authorized to be issued by the
      Company.

    


    Section
      2.02 - Additional Warrants

    


    The
      Company may at any time and from time to time do further equity or debt
      financing and may issue additional shares, warrants or grant options or similar
      rights to purchase shares of its capital stock.

    


    Section
      2.03 - Replacement of Lost Warrants

    


    
      	
              (1)

            	 	
              In
                case a warrant shall become mutilated, lost, destroyed or stolen,
                the
                Company in its discretion may issue and deliver a new Warrant of
                like date
                and tenure as the one mutilated, lost destroyed or stolen, in exchange
                for
                and in place of and upon cancellation of such mutilated Warrant,
                or in
                lieu of, and in substitution for such lost, destroyed or stolen Warrant
                and the substituted Warrant shall be entitled to all benefits hereunder
                and rank equally in accordance with its terms with all other Warrants
                issued or to be issued by the
                Company.

            


    

     

    
      	
              (2)

            	 	
              The
                applicant for the issue of a new Warrant pursuant hereto shall bear
                the
                cost of the issue thereof and in case of loss, destructions or theft
                shall
                furnish to the Company evidence of ownership and of loss, destruction
                or
                theft of the Warrant so lost, destroyed or stolen as shall be satisfactory
                to the Company in its discretion and such applicant may also be required
                to furnish indemnity in the amount and form satisfactory to the Company
                in
                its discretion, and shall pay the reasonable charges of the Company
                in
                connection therewith.

            


    

    


    Section
      2.04 - Warrant Holder Not a Shareholder

    


    The
      holding of a Warrant shall not constitute the holder thereof a shareholder
      of
      the Company, nor entitle him to any right or interest in respect thereof except
      as in the Warrant expressly provided.

    


    ARTICLE
      THREE - OWNERSHIP AND TRANSFER

    


    Section
      3.01 - Exchange of Warrants

    


    
      	
              (1)

            	 	
              Warrants
                in any authorized denomination may, upon compliance with the reasonable
                requirements of the Company, be exchanged for Warrants in any other
                authorized denomination, of the same Series and date of expiry entitling
                the holder thereof to purchase any equal aggregate number of shares
                at the
                same subscription price and on the same terms as the Warrants so
                exchanged.

            


    

    


    
      	
              (2)

            	 	
              Warrants
                may be exchanged at the office of the Transfer Agent. Any Warrants
                tendered for exchange shall be surrendered to the Transfer Agent
                and
                cancelled.

            


    

    


    Section
      3.02 - Charges for Exchange

    


    On
      exchange of Warrants, the Transfer Agent, except as otherwise herein provided,
      may charge a sum not exceeding $0.50 for each new Warrant issued; and payment
      of
      such charges and of any transfer taxes or governmental or other charges required
      to be paid shall be made by the party requesting such exchange.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      3.03 - Ownership and Transfer of Warrants

    


    The
      Company and Transfer Agent may deem and treat the bearer of any Warrant as
      the
      absolute owner of such Warrant for all purposes, and shall not be affected
      by
      any notice or knowledge to the contrary. The bearer of any Warrant shall be
      entitled to the rights evidenced by such Warrant free from all equities or
      rights of set-off or counterclaim between the Company and the original or any
      intermediate holder thereof and all persons may act accordingly and the receipt
      of any such bearer for the shares purchased pursuant thereto shall be a good
      discharge to the Company and the Transfer Agent for the same and neither the
      Company nor the Transfer Agent shall be bound to inquire into the title of
      any
      such bearer. Warrants shall be non-transferable and cannot pass by
      delivery.

    


    Section
      3.04 - Notice to Warrant Holders

    


    Unless
      herein otherwise expressly provided, any notice to be given hereunder to Warrant
      holders shall be deemed to be validly given if such notice is published once
      in
      the City of Vancouver, such publication to be made in a daily newspaper of
      general circulation in such City in the English language. Any notice so given
      shall be deemed to have been given on the date on which it had been
      published.

    


    ARTICLE
      FOUR - EXERCISE OF WARRANTS

    


    Section
      4.01 - Method of Exercise of Warrants

    


    The
      right
      to purchase shares conferred by the Warrants may be exercised by the holder
      of
      such Warrant surrendering it, with a duly completed and executed subscription
      in
      the form attached thereto and cash or certified cheque payable to or to the
      order of the Company at par in Vancouver, British Columbia, for the purchase
      price applicable at the time of surrender in respect of the shares subscribed
      for in lawful money of Canada to the Transfer Agent at its principal office
      in
      the City of Vancouver.

    


    Section
      4.02 - Effect of Exercise of Warrants

    


    
      	
              (1)

            	 	
              Upon
                surrender and payment as aforesaid the shares so subscribed for shall
                be
                deemed to have been issued and such persons shall be deemed to have
                become
                the holder or holders of record of such shares on the date of such
                surrender and payment and such shares shall be issued at the subscription
                price in effect on the date of such surrender and
                payment.

            


    

    


    
      	
              (2)

            	 	
              Within
                ten business days after surrender and payment as aforesaid, the Company
                shall forthwith cause to be delivered to the person or persons in
                whose
                name or names the shares so subscribed for are to be issued as specified
                in such subscription or mailed to him or them at his or their respective
                addresses specified in such subscription, a certificate or certificates
                for the appropriate number of shares not exceeding those which the
                Warrant
                holder is entitled to purchase pursuant to the Warrant
                surrendered.

            


    

    


    Section
      4.03 - Subscription for Less than Entitlement

    


    The
      holder of any Warrant may subscribe for and purchase a number of shares less
      than the number which he is entitled to purchase pursuant to the surrendered
      Warrant. In the event of any purchase of a number of Common shares less than
      the
      number which can be purchase pursuant to a Warrant, the holder thereof upon
      exercise thereof shall in addition be entitled to receive a new Warrant in
      respect of the balance of the shares which he was entitled to purchase pursuant
      to the surrendered Warrant and which were not then purchased.

    


    Section
      4.04 - Warrants for Fractions of Shares

    


    To
      the
      extent that the holder of any Warrant is entitled to receive on the exercise
      or
      partial exercise thereof a fraction of a Common share, such right may be
      exercised in respect of such fraction only in combination with another Warrant
      or other Warrants which in the aggregate entitle the holder to receive a whole
      number of such Common shares.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      4.05 - Expiration of Warrants

    


    After
      the
      expiration of the period within which a Warrant is exercisable, all rights
      thereunder shall wholly cease and terminate and such Warrants shall be void
      and
      of no further force and effect.

    


    Section
      4.06 - Exercise Price

    


    The
      price
      per share which must be paid to exercise a Warrant is as set forth on the face
      of the Warrant Certificate.

    


    Section
      4.07 - Adjustment of Exercise Price

    


    The
      exercise price and the number of common shares deliverable upon the exercise
      of
      the Warrants shall be subject to adjustment in the event and in the manner
      following:

    


    
      	
              (1)

            	 	
              If
                and whenever the Common shares at any time outstanding shall be subdivided
                into a greater or consolidated into a lesser number of Common shares
                the
                exercise price shall be decreased or increased proportionately as
                the case
                may be; upon any such subdivision or consolidation the number of
                Common
                shares deliverable upon the exercise of the Warrants shall be increased
                or
                decreased proportionately as the case may
                be.

            


    

    


    
      	
              (2)

            	 	
              In
                case of any capital reorganization or of any reclassification of
                the
                capital of the Company or in case of the consolidation, merger or
                amalgamation of the Company with or into any other company or of
                the sale
                of the property with assets of the Company as or substantially as
                an
                entirety or of any other company each Warrant shall, after such capital
                reorganization, reclassification of capital, consolidation, merger,
                amalgamation or sale, confer the right to purchase that number of
                shares
                or other securities or property of the Company or of the company
                resulting
                from such capital reorganization, reclassification, consolidation,
                merger,
                amalgamation or to which such sale shall be made, as the case may
                be, to
                which the holder of the shares deliverable at the time to such capital
                reorganization, reclassification of capital, consolidation, merger,
                amalgamation or sale had the Warrants been exercised, would have
                been
                entitled on such capital reorganization, reclassification, consolidation,
                merger, amalgamation or sale and in any such case, if necessary,
                appropriate adjustments shall be made in the application of the provisions
                set forth in this Article Four with respect to the rights and interest
                thereafter of the holders of the Warrants to the end that the provisions
                set forth in this Article Four shall thereafter correspondingly be
                made
                applicable as nearly as may reasonable be expected in relation to
                any
                shares or other securities or property thereafter deliverable on
                the
                exercise of the Warrants. The subdivision or consolidation of Common
                shares at any time outstanding into a greater or lesser number of
                Common
                shares (whether with or without par value) shall not be deemed to
                be a
                capital reorganization or a reclassification of the capital of the
                Company
                for the purposes of this paragraph
                (2).

            


    

    


    
      	
              (3)

            	 	
              The
                adjustments provided for in this Section in the subscription rights
                pursuant to any Warrants are
                cumulative.

            


    

    


    Section
      4.08 - Determination of Adjustments

    


    If
      any
      questions shall at any time arise with respect to the exercise price, such
      questions shall be conclusively determined by the Company's Auditors or, if
      they
      decline to so act, any other firm of chartered accountants in Vancouver, British
      Columbia that the Company may designate and who shall have access to all
      appropriate records and such determination shall be binding upon the Company
      and
      the holders of the Warrants.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      FIVE - COVENANTS BY THE COMPANY

    


    Section
      5.01

    


    The
      Company will reserve and there will remain unissued out of its authorized
      capital a sufficient number of shares to satisfy the rights of purchase provided
      for herein and in the Warrants should the holders of all the Warrants from
      time
      to time outstanding determine to exercise such rights in respect of all shares
      which they are or may be entitled to purchase pursuant thereto.

    


    ARTICLE
      SIX - WAIVER OF CERTAIN RIGHTS

    


    Section
      6.01 - Immunity of Shareholders, etc.

    


    The
      Warrant holder hereby waives and releases any right, cause of action or remedy
      now or hereafter existing in any jurisdiction against any past, present or
      future incorporator, shareholder, Director or Officer (as such) of the Company
      for the issue of shares pursuant to any Warrant or on any covenant, agreement,
      representation or warranty by the Company herein contained.

    


    ARTICLE
      SEVEN - MODIFICATION OF TERMS, MERGER, SUCCESSORS

    


    Section
      7.01 - Modification of Terms and Conditions for Certain
      Purposes

    


    From
      time
      to time the Company may, subject to the provisions of these presents, and they
      shall, when so directed by these presents, modify the terms, and conditions
      hereof, for any one or more of any of the following purposes:

    


    
      	
              (1)

            	 	
              Adding
                to the provisions hereof such additional covenants and enforcement
                provisions as, in the opinion of Counsel for the Company, are necessary
                or
                advisable under the circumstances.

            


    

    


    
      	
              (2)

            	 	
              Making
                such provisions not inconsistent herewith as may be necessary or
                desirable
                with respect to matters or questions arising hereunder or for the
                purpose
                of obtaining a listing or quotation of the Warrants on any Stock
                Exchange
                or House.

            


    

    


    
      	
              (3)

            	 	
              Adding
                to or altering the provisions hereof in respect of the registration
                and
                transfer of Warrants making provisions for the exchange of Warrants
                of
                different denominations; and making any modification in the form
                of the
                Warrants which does not affect the substance
                thereof.

            


    

    


    
      	
              (4)

            	 	
              For
                any other purpose not inconsistent with the terms hereof, including
                the
                correction or recertification of any ambiguities, defective provisions,
                errors or omissions herein.

            


    

    


    
      	
              (5)

            	 	
              To
                evidence any successions of any corporation and the assumption of
                any
                successor of the covenants of the Company herein and in the Warrants
                contained as provided hereafter in this
                Article.

            


    

    


    Provided
      however no such modification of terms and conditions shall extend the period
      within which the Warrants may be exercised.

    


    Section
      7.02 - Company May Consolidate, etc. on Certain Terms

    


    Nothing
      herein contained shall prevent any consolidation, amalgamation or merger of
      the
      Company with or into any other corporation or corporations, or a conveyance
      or
      transfer of all or substantially all the properties and estates of the Company
      as an entirety to any corporation lawfully entitled to acquire and operate
      the
      same; PROVIDED
      HOWEVER,
      that
      the corporation formed by such consolidation or into which such merger shall
      have been made or which acquired by conveyance or transfer all or substantially
      all the properties and estates of the Company as an entirety shall be a
      corporation organized and existing under the law of Canada or of the laws of
      the
      United States of America, or any Province, State, District or Territory thereof,
      and shall, simultaneously with such consolidation, amalgamation, merger,
      conveyance or transfer, assume the due and punctual performance and observance
      of all the covenants and conditions hereof to be performed or observed by the
      Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      7.03 - Successor Corporation Substituted

    


    In
      case
      the Company, pursuant to Section 7.02, shall be consolidated, amalgamated or
      merged with or into any other corporation or corporations, or shall convey
      or
      transfer all to substantially all of the properties and estates of the Company
      as an entirety to any other corporation, the successor corporation formed by
      such consolidation or amalgamation, or into which the Company shall have been
      merged or which shall have received a conveyance or transfer as aforesaid,
      shall
      succeed to and be substituted for the Company hereunder. Such changes in
      phraseology and form (but not in substance) may be made in the Warrants as
      may
      be appropriate in view of such consolidation, amalgamation, merger or
      transfer.