Exhibit 4.5


Methes Energies International Ltd


Form of Warrant to Purchase ________ Shares
of Common Stock of

Methes Energies International Ltd

(a Nevada corporation)


1. Issuance of Warrant.


          Methes
Energies International Ltd (the “Company”) hereby
grants and issues to _______________, or assigns (the “Warrantholder”), a
warrant (the “Warrant”) to purchase ______ shares of the Company’s common stock
(the “Common Stock”). The Warrant is exercisable for a period of one (1) year
commencing from the date the Company starts trading publicly on either NASDAQ
or AMEX (the “Exercise Period”), at an exercise price of $ ____ USD per share
(the “Exercise Price”). This Warrant may be exercised in whole at any time or
in part from time to time during the Exercise Period. The exercise price per
share and the number of shares of Common Stock issuable upon exercise of the
Warrant is subject to adjustment as hereinafter provided.


2. Manner of Exercise.


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 The Warrant may be exercised, from time to time, in whole or in part,
 by giving written notice of such exercise to the Company, accompanied by
 payment in full in cash or certified check to the Company of the Exercise
 Price of the shares to be purchased. As soon as practicable, but not later
 than 30 days after the Warrantholder has given said written notice and made
 said payment, the Company shall, without charging stock issue or transfer
 taxes to the Warrantholder, issue the number of shares of duly authorized
 Common Stock issuable upon such exercise, which shall be duly issued, fully
 paid and nonassessable, and shall deliver to the Warrantholder a certificate
 or certificates therefor, registered in the Warrantholder’s name. The
 Warrantholder shall be deemed a stockholder of the Company upon exercise of
 this Warrant as provided in this Section 2, except that if payment is made by
 personal check he or she shall not be deemed a stockholder until such time as
 his or her check has cleared.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 If this Warrant is exercised in part, it must be exercised for a
 number of whole shares of Common Stock, and the Warrantholder will be
 entitled to and shall receive a new Warrant, as soon as practicable, but in
 no event later than 15 business days, covering the Warrant Shares which have
 not been exercised. Upon such surrender of this Warrant, the Company will:
 (i) issue a certificate or certificates, in such denominations as are
 requested for delivery by the Warrantholder, in the name of the Warrantholder
 for the largest number of whole shares of Common Stock to which the Warrantholder
 shall be entitled and, if this Warrant is exercised in whole, in lieu of any
 fractional share of Common Stock to which the Warrantholder may be entitled,
 pay to the Warrantholder cash in an amount equal to the fair value of such
 fractional share (determined in such 

 


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 reasonable manner as the Board of Directors of the Company shall from
 time to time establish); and (ii) deliver the other securities and properties
 receivable upon the exercise of this Warrant, or the proportionate part thereof
 if this Warrant is exercised in part, pursuant to the provisions of this
 Warrant. Upon exercise in accordance with Subsection 2(a) or (b), the
 Warrantholder shall be deemed to be the holder of record of the shares of
 Common Stock issuable upon such exercise, notwithstanding that the stock
 transfer books of the Company shall then be closed or that certificates
 representing such shares of Common Stock shall not then actually be delivered
 to the Warrantholder.

 



3. Representation of Warrantholder. 


By exercising this Warrant, the Warrantholder shall be deemed to have
made the following representations:


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 The Warrantholder understands and agrees that the shares of Common
 Stock to be acquired upon exercise of this Warrant will not be registered
 under the Act and will only be issued to the Warrantholder if an exemption
 from the registration requirements is available under the Act; and that the
 shares will not be registered with any state securities commission or
 authority. The Warrantholder further understands that the shares to be
 acquired upon exercise of the Warrant may not be offered or sold, unless
 registered or exempt from registration under the Act and any applicable
 securities or blue sky laws, and that prior to any such offer or sale, the
 Company may require, as a condition to effecting a transfer of the shares of
 Common Stock issuable upon the exercise of the Warrant, an opinion of counsel
 acceptable to the Company as to the registration or exemption therefrom under
 the Act and any state blue sky laws. The Warrantholder also understands that
 the Company is under no obligation to register the Warrant Shares on his, her
 or its behalf or to assist him, her or it in complying with any exemption
 from registration. Anything to the contrary herein notwithstanding, the
 registration of the Warrant Shares shall be subject to the approval of the
 Company’s underwriter, if any. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 By exercising this Warrant, the Warrantholder acknowledges that he,
 she or it has, either alone and/or through his, her or its agents, been
 afforded access to all material information concerning the Company and has
 received responses to all questions specifically posed to the Company
 relevant to the issuance of the Warrant to the Warrantholder. Without
 limiting the foregoing, the Warrantholder, upon exercise of this Warrant,
 hereby represents that he, she or it has alone and/or through his, her or its
 agents, had adequate opportunity to ask questions of and receive answers
 from, responsible officers and/or directors of the Company and to conduct any
 other investigation he deems necessary and appropriate concerning the
 issuance of the Warrant. Except as set forth herein, the Company has made no
 representations or warranties to the Warrantholder which have induced,
 persuaded or stimulated the Warrantholder to exercise the Warrant.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 The Warrantholder acknowledges that the Company will be relying upon
 the representations made herein in issuing the shares of Common Stock, upon
 exercise of the Warrant, without registration. 

 













	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 The Warrantholder acknowledges that any shares issued pursuant to the
 exercise of this Warrant shall bear a restrictive legend in substantially the
 following form:

 






	
  

 	
  

 	
  

 
	
  

 	
 THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
 UNDER THE SECURITIES ACT OF 1933 (“THE ACT”) AND ARE “RESTRICTED SECURITIES”
 AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SHARES MAY NOT BE
 OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
 EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION
 FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE
 ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

 	
  

 



4. Exchange, Transfer, Assignment or Loss
of Warrant


                    The
Warrant are exchangeable, without expense, at the option of the Warrantholder,
upon presentation and surrender hereof to the Company, or at the office of its
stock transfer agent, for other Warrant of different denominations entitling
the holder thereof to purchase in the aggregate the same number of shares of
Common Stock purchasable hereunder. Upon surrender of these Warrant to the
Company or at the office of its transfer agent, with the Assignment Form
annexed hereto duly executed and funds sufficient to pay any transfer tax, the
Company shall, without charge, execute and deliver new Warrant in the name of
the assignee named in such instrument of assignment, and this Warrant shall
promptly be cancelled. This Warrant may be divided or combined with other
Warrant which carry the same rights upon presentation hereof, at the office of
the Company or at the office of its transfer agent, together with a written
notice specifying the names and denominations in which new Warrant are to be
issued and signed by the Warrantholder hereof. The term “Warrant” and /or
“Warrants” as used herein includes any Warrant into which this Warrant may be
divided or exchanged. Upon receipt by the Company of evidence satisfactory to
it of the loss, theft, destruction or mutilation of the Warrant, and (in the case
of loss, theft, or destruction) of reasonably satisfactory indemnification, and
upon surrender and cancellation of the Warrant, if mutilated, the Company will
execute and deliver a new Warrant of like tenor. 


5. Restrictions.


          The
Warrantholder shall not be entitled to any dividend declared by the Company,
and shall not be entitled to any voting rights by virtue of the Warrant, except
with respect to any shares of Common Stock issued upon the exercise hereof.


6. Adjustments to Exercise Price.


          The price
per share at which shares of Common Stock may be purchased hereunder, and the
number of such shares to be purchased upon exercise hereof, are subject to
change or 





adjustment as follows:


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 In case the Company shall, while this Warrant remains unexercised, in
 whole or in part, and in force, effect a recapitalization of such character
 that the shares of Common Stock purchasable hereunder shall be changed into
 or become exchangeable for a larger or smaller number of shares, then, after
 the date of record for effecting such recapitalization, the number of shares
 of Common Stock which the holder hereof shall be entitled to purchase
 hereunder shall be increased or decreased, as the case may be, in direct
 proportion to the increase or decrease in the number of shares of Common
 Stock by reason of such recapitalization, and the purchase price hereunder
 per share of such recapitalized Common Stock shall, in the case of an
 increase in the number of such shares, be proportionately reduced, and in the
 case of a decrease in the number of such shares, shall be proportionately
 increased. For the purpose of this subsection (a), a stock dividend, stock
 split or reverse split shall be considered as a recapitalization and as an
 exchange for a larger or smaller number of shares, as the case may be.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 In the case of any consolidation of the Company with, or merger of
 the Company into, any other corporation, or in case of any sale or conveyance
 of all or substantially all of the assets of the Company in connection with a
 plan of complete liquidation of the Company, then, as a condition of such
 consolidation, merger or sale or conveyance, adequate provisions shall be
 made whereby the holder hereof shall thereafter have the right to purchase
 and receive, upon the basis and upon the terms and conditions specified in
 this Warrant and in lieu of shares of Common Stock immediately theretofore
 purchasable and receivable upon the exercise of the rights represented
 hereby, such shares of stock or securities as may be issued in connection
 with such consolidation, merger or sale or conveyance with respect to or in
 exchange for the number of outstanding shares of Common Stock immediately
 therefore purchasable and receivable upon the exercise of the rights represented
 hereby had such consolidation, merger or sale or conveyance not taken place,
 and in any such case appropriate provision shall be made with respect to the
 rights and interests of the holder of this Warrant to the end that the
 provisions hereof shall be applicable as nearly as may be in relation to any
 shares of stock or securities thereafter deliverable upon the exercise
 hereof.

 



7. Fractional Shares


          No
fractional shares or script representing fractional shares shall be issued upon
the exercise of this Warrant. With respect to any fraction of a share called
for upon any exercise of this Warrant, the Company shall pay to the
Warrantholder an amount in cash equal to such fraction multiplied by the
current market value of such fractional share, determined as follows:


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 When the Common Stock is listed on NASDAQ or AMEX, the current value
 shall be the reported last sale price of one share of common Stock. If no
 such sale is made on such day, the current value shall be the average of the
 closing bid and asked prices for such day on such exchange or system.

 









8. Reservation of Warrant Shares.


          The Company
agrees that, prior to the expiration of this Warrant, the Company will at all
times have authorized and in reserve, and will keep available, solely for
issuance or delivery upon the exercise of this Warrant, the shares of Common
Stock and other securities and properties as from time to time shall be
receivable upon the exercise of this Warrant, free and clear of all
restrictions on sale or transfer and free and clear of all preemptive rights
and rights of first refusal.


9. Amendment.


                    This
Warrant may be amended upon the written consent of the Company and the
Warrantholder.


10. Jurisdiction


                    This
Warrant shall be governed by and construed in accordance with the laws of the
State of Nevada. 


11. Paragraph Headings


                    Paragraph
headings are for purposes of convenience only and should be deemed to have no
meaning for purposes of construing this instrument.


          EXECUTED as
of ___________ 2012.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Methes
 Energies International Ltd

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  Michel G. Laporte, CEO 

 	
  

 









PURCHASE FORM


	
  

 	
  

 
	
  

 	
 Dated: 

 


          The
undersigned hereby irrevocably elects to exercise the within Warrant to the
extent of purchasing ___________ shares of Common Stock and hereby makes
payment of $________ in payment of the exercise price thereof.


INSTRUCTIONS FOR REGISTRATION OF STOCK


Name 


          (Please
typewrite or print in block letters)


Signature 


ASSIGNMENT FORM


          FOR VALUE
RECEIVED ______________ hereby sells, assigns and transfers unto


Name


          (Please
typewrite or print in block letters)


	
  

 
	
 Address 

 
	
 Social
 Security or Employer Identification No. 

 
	
 The right to purchase Common Stock represented by this Warrant to the
 extent of _______ shares as to which such right is exercisable and does
 hereby irrevocably constitute and appoint attorney to transfer the same on
 the books of the company with full power of substitution.

 



Dated: ________,



Signature 


Signature
Guaranteed:


Social
Security Number