Exhibit 4.3


UNIT CERTIFICATE


	
  

 	
  

 	
  

 
	
  

 	
 NO. _________

 	
 _____ UNITS

 






	
  

 	
  

 
	
  

 	
 CUSIP ____

 
	
  

 	
 SEE REVERSE FOR CERTAIN
 DEFINITIONS

 


METHES ENERGIES INTERNATIONAL LTD.


Unit Certificate


INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA


EACH UNIT CONSISTING OF ONE SHARE


OF COMMON STOCK, $.001 PAR VALUE,


ONE REDEEMABLE CLASS A WARRANT AND


ONE REDEEMABLE CLASS B WARRANT


THIS
CERTIFIES THAT


or
registered assigns (the “Registered Holder”) is the owner of the number of
Units specified above, each of which consists of one share of common stock,
$.001 par value, of Methes Energies International Ltd. (the “Common Stock”),
one redeemable Class A warrant, and one redeemable Class B warrant, each
warrant to purchase one share of Common Stock (collectively, the “Warrants”).
On or prior to the Separation Time (as defined herein), the securities
evidenced by this certificate may be combined, exchanged or transferred only as
Units, and the Common Stock and Warrants evidenced by this Certificate may not
be split up, exchanged or traded separately. The Units will separate into
shares of Common Stock and Warrants as of the close of business
on                                        ,
2012 [thirty days after the date of the final prospectus] (the “Separation
Time”). The shares of Common Stock and the Warrants comprising the Units shall
be separately tradeable commencing on the first day after the Separation Time
on which The Nasdaq Capital Market is open for trading. The Warrants comprising
part of the Units are issued under and pursuant to a certain Warrant Agreement
dated as
of                                        ,
2012 (the “Warrant Agreement”), between Methes Energies International Ltd. and
Quicksilver Stock Transfer, LLC, as Warrant Agent (the “Warrant Agent”), and
are subject to the terms and provisions contained therein and on the face of
the certificates covered thereby, to all of which terms and provisions the
holder of this Unit Certificate consents by acceptance hereof. The Warrant
Agreement provides for adjustment to the exercise price of the Warrants evidenced
hereby and in the number of shares of Common Stock to be delivered upon the
exercise of Warrants in certain events therein set forth. 


Copies of
the Warrant Agreement are available for inspection at the stock transfer office
of the Warrant Agent and Registrar or may be obtained upon written request
addressed to Methes Energies International Ltd., 3651 Lindell Road, Suite D-272, Las Vegas,
Nevada, 89103, Attention: Chief Financial Officer.


This Unit
Certificate is not valid unless countersigned by the Warrant Agent and
Registrar of Methes Energies International Ltd.


IN WITNESS
WHEREOF, Methes Energies International Ltd. has caused this Unit Certificate to
be duly executed manually or in facsimile by two of its officers thereunto duly
authorized.


Dated:


	
  

 	
  

 	
  

 
	
  

 	
 Methes Energies International
 Ltd.

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Chairman of the Board and Chief
 Executive Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 Attest:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Secretary

 













	
  

 	
  

 	
  

 	
  

 
	

 


 	
  

 
	
 Countersigned

 
	
  

 	
  

 	
  

 
	
 Quicksilver Stock Transfer, LLC

 
	
 6623 Las Vegas Blvd. South #255

 
	
 Las Vegas, NV, 89119

 
	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 
	
  

 	
 Authorized Signature

 	
  

 








METHES ENERGIES INTERNATIONAL LTD..


The
Registered Holder hereby is entitled, at any time after the Separation Time (as
defined on the face hereof) to exchange the Units represented by this Unit
Certificate for Common Stock Certificate(s) representing one share of Common
Stock for each Unit represented by this Unit Certificate, and Warrant
Certificate(s) representing one redeemable Class A Warrant for each Unit
represented by this Unit Certificate, and one redeemable Class B Warrant for
each unit represented by this Unit Certificate, upon surrender of this Unit
Certificate to the Warrant Agent and Registrar together with any documentation
required by such agent.


REFERENCE
IS MADE TO THE WARRANT AGREEMENT REFERRED TO ON THE FACE HEREOF, AND THE
PROVISIONS OF SUCH WARRANT AGREEMENT SHALL FOR ALL PURPOSES HAVE THE SAME
EFFECT AS THOUGH FULLY SET FORTH ON THE FACE OF THIS CERTIFICATE. COPIES OF THE
WARRANT AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE WARRANT AGENT
AND REGISTRAR, CONTINENTAL STOCK TRANSFER & TRUST COMPANY.


The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 TEN COM –

 	
 as tenants in common

 	
  

 	
 UNIF GIFT MIN ACT – _____
 Custodian ____________

 
	
 TEN ENT –

 	
 as tenants by the entireties

 	
  

 	
  

 	
 (Cust)

 	
 (Minor)     

 
	
 JT TEN –

 	
 as joint tenants with rights of

 	
  

 	
  

 	
 under Uniform Gifts to Minors

 
	
  

 	
 survivorship and not as tenants

 	
  

 	
  

 	
 Act ______________________

 
	
  

 	
 in common

 	
  

 	
  

 	
                 (State)

 
	
  

 	
  

 	
  

 	
 UNIF TRF MIN ACT – _____
 Custodian ____________

 
	
  

 	
  

 	
  

 	
  

 	
 (Cust)

 	
 (Minor)     

 
	
  

 	
  

 	
  

 	
  

 	
 under Uniform Transfers to

 Minors Act ________________

 
	
  

 	
  

 	
  

 	
  

 	
 (State)

 



Additional
abbreviations may also be used though not in the above list. 






FORM OF ASSIGNMENT


(TO BE SIGNED ONLY UPON ASSIGNMENT)


	
  

 	
  

 
	
 FOR VALUE RECEIVED,

 	
  

 
	
  

 	

 


 
	
 hereby sell(s), assign(s), and
 transfer(s) unto

 
	
  

 
	
 (PLEASE INSERT SOCIAL SECURITY 

 
	
 OR OTHER IDENTIFYING NUMBER

 
	
 OF ASSIGNEE) 

 






	
  

 






	
  

 
	

 


 
	
  

 
	

 


 
	
 (PLEASE PRINT NAME AND ADDRESS, INCLUDING ZIP CODE, OF
 ASSIGNEE)

 



______________________________________________________________________________________
Shares of the Units represented by the within Certificate, and do(es) hereby
irrevocably constitute and appoint _____________________________________________________ ______________________________
Attorney to transfer the said Units on the books of the within named
Corporation with full power of substitution in the premises.


          Dated:


	
  

 	
  

 
	

 

 

 	
  

 
	
 (Signature
 must conform in all respects to the name of Registered Holder as specified on
 the face of this Warrant Certificate in every particular, without alteration
 or any change whatsoever, and the signature must be guaranteed in the usual
 manner.)

 
	
  

 
	
 Signatures
 Guaranteed:

 
	
  

 	
  

 
	

 

 

 	
  

 
	
 The signatures should be guaranteed by an eligible institution
 (banks, stockbrokers, savings and loan association and credit unions with
 membership in an approved signature medallion program), pursuant to S.E.C.
 Rule 17Ad-15.