Exhibit 4.2

Form of

WARRANT AGREEMENT


between


Methes Energies International Ltd.


and


Quicksilver Stock Transfer, LLC


Dated as of _________, 2012





WARRANT AGREEMENT


          Agreement,
dated as of ________, 2012, between Methes Energies International Ltd., a Nevada
corporation (the “Company”) and Quicksilver Stock Transfer, LLC, a
Nevada limited liability company (the “Warrant Agent”).


          The
Company proposes to issue and sell to public investors up to 1,150,000 Units
(together with the additional units issuable as provided herein, the “Units”).
Each Unit consists of one share of common stock, $0.001 par value, of the
Company, one redeemable Class A Warrant and one redeemable Class B Warrant.
The Class A Warrants and the Class B Warrants are herein collectively referred
to as the “Warrants.” Each Warrant is exercisable to purchase one share
of Common Stock upon the terms and conditions and subject to adjustment in
certain circumstances, all as set forth in this Agreement.




          The
Company wishes to retain the Warrant Agent to act on behalf of the Company, and
the Warrant Agent is willing so to act, in connection with the issuance,
transfer, exchange and replacement of the certificates evidencing the Warrants
to be issued under this Agreement (the “Warrant Certificates”) and the
exercise of the Warrants.


          The
Company and the Warrant Agent wish to enter into this Agreement to set forth
the terms and conditions of the Warrants and the rights of the holders thereof
(“Warrantholders”) and to set forth the respective rights and
obligations of the Company and the Warrant Agent. Each Warrantholder is an
intended beneficiary of this Agreement with respect to the rights of
Warrantholders herein.


          NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein
set forth, the parties hereto agree as follows: 


          1.
Appointment of Warrant Agent. The Company appoints the Warrant Agent to
act as agent for the Company in accordance with the instructions in this
Agreement and the Warrant Agent accepts such appointment.


          2.
Date, Denomination and Execution of Warrant Certificates.


                    (a)
The Warrant Certificates (and the Form of Election to Purchase and the Form of
Assignment to be printed on the reverse thereof) shall be in registered form
only and shall be substantially of the tenor and purport recited in Exhibit
A hereto with respect to the Class A Warrants and Exhibit B hereto
with respect to the Class B Warrants, and may have such letters, numbers or
other marks of identification or designation and such legends, summaries or
endorsements printed, lithographed or engraved thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any law, or with any rule or regulation
made pursuant thereto, or with any rule or regulation of any stock exchange on
which the Common Stock or the Warrants may be listed or any automated quotation
system, or to conform to usage. Each Class A Warrant Certificate shall entitle
the registered holder thereof, subject to the provisions of this Agreement and
of the







Warrant
Certificate, to purchase,  on or before the
close of business on _________, 2017 (the “Expiration Date”), one fully
paid and non-assessable share of Common Stock for each Warrant evidenced by
such Warrant Certificate for $_____. Each Class B Warrant Certificate shall
entitle the registered holder thereof, subject to the provisions of this
Agreement and of the Warrant Certificate, to purchase,  on or before the close of business on the Expiration Date, one fully
paid and non-assessable share of Common Stock for each Warrant evidenced by
such Warrant Certificate for $______. The exercise price of the Warrants (the “Exercise
Price”) is subject to adjustments as provided in Section 6 hereof. Each
Warrant Certificate issued as a part of a Unit offered to the public as
described in the recitals, above, shall be dated _______, 2012; each other
Warrant Certificate shall be dated the date on which the Warrant Agent receives
valid issuance instructions from the Company or a transferring holder of a
Warrant Certificate or, if such instructions specify another date, such other
date.


                    (b)
For purposes of this Agreement, the term “close of business” on any
given date shall mean 5:00 p.m., Pacific time, on such date; provided, however,
that if such date is not a business day, it shall mean 5:00 p.m., Pacific time,
on the next succeeding business day. For purposes of this Agreement, the term “business
day” shall mean any day other than a Saturday, Sunday, or a day on which
banking institutions in New York, New York or in the State in which the Warrant
Agent maintains the principal office in which it conducts business related to
the Warrants are authorized or obligated by law to be closed.


                    (c)
Each Warrant Certificate shall be executed on behalf of the Company by the
Chairman of the Board, its Chief Executive Officer, its President or a Vice
President, either manually or by facsimile signature printed thereon, and have
affixed thereto the Company’s seal or a facsimile thereof which shall be
attested by the Secretary or an Assistant Secretary of the Company, either
manually or by facsimile signature. Each Warrant Certificate shall be manually
countersigned by the Warrant Agent and shall not be valid for any purpose
unless so countersigned. In case any officer of the Company who shall have
signed any Warrant Certificate shall cease to be such officer of the Company
before countersignature by the Warrant Agent and issue and delivery thereof by
the Company, such Warrant Certificate, nevertheless, may be countersigned by
the Warrant Agent, issued and delivered with the same force and effect as
though the person who signed such Warrant Certificate had not ceased to be such
officer of the Company.


          3.
Subsequent Issue of Warrant Certificates. Subsequent to their original
issuance, no Warrant Certificates shall be reissued except (i) Warrant
Certificates issued upon transfer thereof in accordance with Section 4 hereof,
(ii) Warrant Certificates issued upon any combination, split-up or exchange of
Warrant Certificates pursuant to Section 4 hereof, (iii) Warrant
Certificates issued in replacement of mutilated, destroyed, lost or stolen
Warrant Certificates pursuant to Section 5 hereof, (iv) Warrant Certificates
issued upon the partial exercise of Warrant Certificates pursuant to Section 7
hereof, and (v) Warrant Certificates issued to reflect any adjustment or change
in the Exercise Price or the number or kind of shares purchasable thereunder
pursuant to Section 22 hereof. The Warrant Agent is hereby irrevocably
authorized to countersign and deliver, in accordance with the provisions of said
Sections 4, 5, 7 and 22, the new Warrant Certificates required for purposes
thereof, and the Company, whenever 


2







required by
the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly
executed on behalf of the Company for such purposes.


          4.
Transfers and Exchanges of Warrant Certificates.


                    (a)
The Warrant Agent will keep or cause to be kept books for registration of
ownership and transfer of the Warrant Certificates issued hereunder. Such
registers shall show the names and addresses of the respective holders of the
Warrant Certificates and the class and number of Warrants evidenced by each
such Warrant Certificate.


                    (b)
The Warrant Agent shall, from time to time, register the transfer of any
outstanding Warrants upon the books to be maintained by the Warrant Agent for
that purpose, upon surrender of the Warrant Certificate evidencing such
Warrants, with the Form of Assignment duly filled in and executed with such
signature guaranteed by a banking institution or FINRA member and such
supporting documentation as the Warrant Agent or the Company may reasonably
require, to the Warrant Agent at its stock transfer office in Las Vegas, Nevada
at any time on or before the Expiration Date of such Warrant, and upon payment
to the Warrant Agent for the account of the Company of an amount equal to any
applicable transfer tax. Payment of the amount of such tax may be made in cash,
or by certified or official bank check, payable in lawful money of the United
States of America to the order of the Company.


                    (c)
Upon receipt of a Warrant Certificate, with the Form of Assignment duly filled
in and executed, accompanied by payment of an amount equal to any applicable
transfer tax, the Warrant Agent shall promptly cancel the surrendered Warrant
Certificate and countersign and deliver to the transferee a new Warrant
Certificate for the number of full Warrants of the same class transferred to
such transferee; provided, however, that in case the registered holder of any
Warrant Certificate shall elect to transfer fewer than all of the Warrants
evidenced by such Warrant Certificate, the Warrant Agent in addition shall
promptly countersign and deliver to such registered holder a new Warrant
Certificate or Certificates for the number of full Warrants not so transferred.


                    (d)
Any Warrant Certificate or Certificates may be exchanged at the option of the
holder thereof for another Warrant Certificate or Certificates of different
denominations, of like tenor and representing in the aggregate the same class
and number of Warrants, upon surrender of such Warrant Certificate or
Certificates, with the Form of Assignment duly filled in and executed, to the
Warrant Agent, at any time or from time to time after the close of business on
the date hereof and prior to the close of business on the Expiration Date
relating to such Warrant. The Warrant Agent shall promptly cancel the
surrendered Warrant Certificate and deliver the new Warrant Certificate
pursuant to the provisions of this Section.


          5.
Mutilated, Destroyed, Lost or Stolen Warrant Certificates. Upon receipt
by the Company and the Warrant Agent of evidence reasonably satisfactory to them
of the loss, theft, destruction or mutilation of any Warrant Certificate, and
in the case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to them, and reimbursement to them of all reasonable expenses
incidental thereto, and, in the case of mutilation, upon surrender and
cancellation of the Warrant Certificate, the Warrant Agent shall countersign
and deliver a new Warrant Certificate of like tenor for the same class and
number of Warrants.


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          6.
Adjustments of Number and Kind of Shares Purchasable and Exercise Price.
The number and kind of securities or other property purchasable upon exercise
of a Warrant shall be subject to adjustment from time to time upon the
occurrence, after the date hereof, of any of the following events:


                    (a)
In case the Company shall (1) pay a dividend in, or make a distribution of,
shares of capital stock on its outstanding Common Stock, (2) subdivide its
outstanding shares of Common Stock into a greater number of such shares or (3)
combine its outstanding shares of Common Stock into a smaller number of such
shares, the total number of shares of Common Stock purchasable upon the
exercise of each Warrant outstanding immediately prior thereto shall be
adjusted so that the holder of any Warrant Certificate thereafter surrendered
for exercise shall be entitled to receive at the same aggregate Exercise Price
the number of shares of capital stock (of one or more classes) which such holder
would have owned or have been entitled to receive immediately following the
happening of any of the events described above had such Warrant been exercised
in full immediately prior to the record date with respect to such event. Any
adjustment made pursuant to this Subsection shall, in the case of a stock
dividend or distribution, become effective as of the record date therefor and,
in the case of a subdivision or combination, be made as of the effective date
thereof. If, as a result of an adjustment made pursuant to this Subsection, the
holder of any Warrant Certificate thereafter surrendered for exercise shall
become entitled to receive shares of two or more classes of capital stock of
the Company, the Board of Directors of the Company (whose determination shall
be conclusive and shall be evidenced by a Board resolution filed with the
Warrant Agent) shall determine the allocation of the adjusted Exercise Price
between or among shares of such classes of capital stock.


                    (b)
In the event of a capital reorganization or a reclassification of the Common
Stock (except as provided in Subsection (a) above or Subsection (d) below), any
Warrantholder, upon exercise of Warrants, shall be entitled to receive, in
substitution for the Common Stock to which he would have become entitled upon
exercise immediately prior to such reorganization or reclassification, the
shares (of any class or classes) or other securities or property of the Company
(or cash) that he would have been entitled to receive at the same aggregate
Exercise Price upon such reorganization or reclassification if such Warrants
had been exercised immediately prior to the record date with respect to such
event; and in any such case, appropriate provision (as determined by the Board
of Directors of the Company, whose determination shall be conclusive and shall
be evidenced by a certified Board resolution filed with the Warrant Agent)
shall be made for the application of this Section 6 with respect to the rights
and interests thereafter of the Warrantholders (including but not limited to
the allocation of the Exercise Price between or among shares of classes of
capital stock), to the end that this Section 6 (including the adjustments of
the number of shares of Common Stock or other securities purchasable and the
Exercise Price thereof) shall thereafter be reflected, as nearly as reasonably
practicable, in all subsequent exercises of the Warrants for any shares or
securities or other property (or cash) thereafter deliverable upon the exercise
of the Warrants.


                    (c)
Whenever the number of shares of Common Stock or other securities purchasable
upon exercise of a Warrant is adjusted as provided in this Section 6, the
Company will promptly file with the Warrant Agent a certificate signed by a
Chairman or co-Chairman of the Board, the Chief Executive, the President or a
Vice President of the Company and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary of the Company 


4







setting forth
the number and kind of securities or other property purchasable upon exercise
of a Warrant, as so adjusted, stating that such adjustments in the number or
kind of shares or other securities or property conform to the requirements of
this Section 6, and setting forth a brief statement of the facts accounting for
such adjustments. Promptly after receipt of such certificate, the Company, or
the Warrant Agent at the Company’s request, will deliver, by first-class,
postage prepaid mail, a brief summary thereof (to be supplied by the Company)
to the registered holders of the outstanding Warrant Certificates; provided,
however, that failure to file or to give any notice required under this
Subsection, or any defect therein, shall not affect the legality or validity of
any such adjustments under this Section 6; and provided, further, that, where
appropriate, such notice may be given in advance and included as part of the
notice required to be given pursuant to Section 12 hereof.


                    (d)
In case of any consolidation of the Company with, or merger of the Company
into, another corporation (other than a consolidation or merger which does not
result in any reclassification or change of the outstanding Common Stock), or
in case of any sale or conveyance to another corporation of the property of the
Company as an entirety or substantially as an entirety, the corporation formed
by such consolidation or merger or the corporation which shall have acquired
such assets, as the case may be, shall execute and deliver to the Warrant Agent
a supplemental warrant agreement providing that the holder of each Warrant then
outstanding shall have the right thereafter (until the expiration of such
Warrant) to receive, upon exercise of such Warrant, solely the kind and amount
of shares of stock and other securities and property (or cash) receivable upon
such consolidation, merger, sale or transfer by a holder of the number of
shares of Common Stock of the Company for which such Warrant might have been exercised
immediately prior to such consolidation, merger, sale or transfer. Such
supplemental warrant agreement shall provide for adjustments which shall be as
nearly equivalent as may be practicable to the adjustments provided in this
Section. The above provision of this Subsection shall similarly apply to
successive consolidations, mergers, sales or transfers.


          The
Warrant Agent shall not be under any responsibility to determine the
correctness of any provision contained in any such supplemental warrant
agreement relating to either the kind or amount of shares of stock or
securities or property (or cash) purchasable by holders of Warrant Certificates
upon the exercise of their Warrants after any such consolidation, merger, sale
or transfer or of any adjustment to be made with respect thereto, but subject
to the provisions of Section 20 hereof, may accept as conclusive evidence of
the correctness of any such provisions, and shall be protected in relying upon,
a certificate of a firm of independent certified public accountants (who may be
the accountants regularly employed by the Company) with respect thereto.


                    (e)
Irrespective of any adjustments in the number or kind of shares issuable upon
exercise of Warrants, Warrant Certificates theretofore or thereafter issued may
continue to express the same price and number and kind of shares as are stated
in the similar Warrant Certificates initially issuable pursuant to this Warrant
Agreement.


                    (f)
The Company may retain a firm of independent public accountants of recognized
standing, which may be the firm regularly retained by the Company, selected by
the Board of Directors of the Company or the Executive Committee of said Board,
and not disapproved by the Warrant Agent, to make any computation required
under this Section, and a 


5







certificate
signed by such firm shall, in the absence of fraud or gross negligence, be
conclusive evidence of the correctness of any computation made under this
Section.


                    (g)
For the purpose of this Section, the term “Common Stock” shall mean
(i) the Common Stock or (ii) any other class of stock resulting from
successive changes or reclassifications of such Common Stock consisting solely
of changes in par value, or from par value to no par value, or from no par
value to par value. In the event that at any time as a result of an adjustment
made pursuant to this Section, the holder of any Warrant thereafter surrendered
for exercise shall become entitled to receive any shares of capital stock of
the Company other than shares of Common Stock, thereafter the number of such
other shares so receivable upon exercise of any Warrant shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Common Stock contained in
this Section, and all other provisions of this Agreement, with respect to the
Common Stock, shall apply on like terms to any such other shares.


                    (h)
The Company may, from time to time and to the extent permitted by law, reduce
the Exercise Price of the Warrants by any amount for a period of not less than
20 days. If the Company so reduces the Exercise Price of such Warrants, it will
give not less than 15 days’ notice of such decrease, which notice may be in the
form of a press release, and shall take such other steps as may be required
under applicable law in connection with any offers or sales of securities at
the reduced price.


          7.
Exercise of Warrants; Redemption of Warrants. Except with respect to
Warrants that have been redeemed as provided in this Section 7, the registered
holder of any Warrant Certificate may exercise the Warrants evidenced thereby,
in whole at any time or in part from time to time at or prior to the close of
business, on the Expiration Date, subject to the provisions of Section 9, at
which time the Warrant Certificates shall be and become wholly void and of no
value. Warrants may be exercised by their holders or redeemed by the Company as
follows: 


                    (a)
Exercise of Warrants shall be accomplished upon surrender of the Warrant
Certificate evidencing such Warrants, with the Form of Election to Purchase on
the reverse side thereof duly filled in and executed, to the Warrant Agent at
its stock transfer office in Las Vegas, Nevada, together with payment to the
Company of the Exercise Price (as of the date of such surrender) of the
Warrants then being exercised and an amount equal to any applicable transfer
tax and, if requested by the Company, any other taxes or governmental charges
which the Company may be required by law to collect in respect of such
exercise. Payment of the Exercise Price and other amounts may be made by wire
transfer of good funds, or by certified or bank cashier’s check, payable in
lawful money of the United States of America to the order of the Company. No
adjustment shall be made for any cash dividends, whether paid or declared, on
any securities issuable upon exercise of a Warrant.


                    (b)
Upon receipt of a Warrant Certificate, with the Form of Election to Purchase
duly filled in and executed, accompanied by payment of the Exercise Price of
the Warrants being exercised (and of an amount equal to any applicable taxes or
government charges as aforesaid), the Warrant Agent shall promptly request from
the Transfer Agent with respect to the securities to be issued and deliver to
or upon the order of the registered holder of such Warrant Certificate, in such
name or names as such registered holder may designate, a certificate 


6







or
certificates for the number of full shares of the securities to be purchased,
together with cash made available by the Company pursuant to Section 8 hereof
in respect of any fraction of a share of such securities otherwise issuable
upon such exercise. If the Warrant is then exercisable to purchase property
other than securities, the Warrant Agent shall take appropriate steps to cause
such property to be delivered to or upon the order of the registered holder of
such Warrant Certificate. In addition, if it is required by law and upon
instruction by the Company, the Warrant Agent will deliver to each
Warrantholder a prospectus which complies with the provisions of Section 9 of
the Securities Act of 1933 and the Company agrees to supply Warrant Agent with
sufficient number of prospectuses to effectuate that purpose.


                    (c)
In case the registered holder of any Warrant Certificate shall exercise fewer
than all of the Warrants evidenced by such Warrant Certificate, the Warrant
Agent shall promptly countersign and deliver to the registered holder of such
Warrant Certificate, or to his duly authorized assigns, a new Warrant Certificate
or Certificates evidencing the number and class of Warrants that were not so
exercised.


                    (d)
Each person in whose name any certificate for securities is issued upon the
exercise of Warrants shall for all purposes be deemed to have become the holder
of record of the securities represented thereby as of, and such certificate
shall be dated, the date upon which the Warrant Certificate was duly
surrendered in proper form and payment of the Exercise Price (and of any
applicable taxes or other governmental charges) was made; provided, however,
that if the date of such surrender and payment is a date on which the stock
transfer books of the Company are closed, such person shall be deemed to have
become the record holder of such shares as of, and the certificate for such
shares shall be dated, the next succeeding business day on which the stock
transfer books of the Company are open (whether before, on or after the
Expiration Date relating to such Warrant) and the Warrant Agent shall be under
no duty to deliver the certificate for such shares until such date. The Company
covenants and agrees that it shall not cause its stock transfer books to be
closed for a period of more than 20 consecutive business days except upon
consolidation, merger, sale of all or substantially all of its assets,
dissolution or liquidation or as otherwise provided by law.


                    (e)
The Class A Warrants outstanding at the time of a redemption may be redeemed at
the option of the Company, in whole or in part on a pro-rata basis, beginning
on ___________, 2013 [six months after closing], by giving
not less than 30 days prior notice as provided in Section 7(g) below, which
notice may not be given before, but may be given at any time after the date on
which closing price of the Common Stock on the principal exchange or trading
facility on which it is then traded has equaled or exceeded $_____ per share
[200% of the Unit offering price] on each of five consecutive trading days. The
price at which Class A Warrants may be redeemed (the “Redemption Price”)
is $0.05 per Class A Warrant. On and after the redemption date the holders of
record of redeemed Class A Warrants shall be entitled to payment of the
Redemption Price upon surrender of such redeemed Class A Warrants to the
Company at the office of the Warrant Agent designated for that purpose.


                    (f)
The Class B Warrants outstanding at the time of a redemption may be redeemed at
the option of the Company, beginning on ___________, 2013 [six months
after closing], in whole or in part on a pro-rata basis, by giving not
less than 30 days’ prior notice as provided in Section 7(g) below, which notice
may not be given before, but may be 


7







given at any
time after the Company reports a total of $8 million of income before income
taxes, as defined under U.S. GAAP, for any four consecutive fiscal quarters
preceding the date of the notice. The price at which Class B Warrants may be
redeemed (the “Redemption Price”) is $0.05 per Class B Warrant. On and
after the redemption date the holders of record of redeemed Class B Warrants
shall be entitled to payment of the Redemption Price upon surrender of such
redeemed Class B Warrants to the Company at the office of the Warrant Agent
designated for that purpose.


                    (g)
Notice of redemption of Warrants shall be given at least 30 days prior to the
redemption date by mailing, by registered or certified mail, return receipt
requested, a copy of such notice to the Warrant Agent and to all of the holders
of record of Warrants at their respective addresses appearing on the books or
transfer records of the Company or such other address designated in writing by
the holder of record to the Warrant Agent not less than 40 days prior to the
redemption date.


                    (h)
From and after the redemption date, all rights of the Warrantholders with
respect to the redeemed Warrants (except the right to receive the Redemption
Price) shall terminate, but only if (i) no later than one day prior to the
redemption date the Company shall have irrevocably deposited with the Warrant
Agent as paying agent a sufficient amount to pay on the redemption date the
Redemption Price for all Warrants called for redemption and (ii) the notice of
redemption shall have stated the name and address of the Warrant Agent and the
intention of the Company to deposit such amount with the Warrant Agent no later
than one day prior to the redemption date.


                    (i)
On the Redemption Date, the Warrant Agent shall pay to the holders of record of
redeemed Warrants all monies received by the Warrant Agent for the redemption
of Warrants to which the holders of record of such redeemed Warrants who shall
have surrendered their Warrants are entitled. The Warrant Agent shall have no
obligation to pay for the redemption of Warrants except to the extent that
funds for such payment have been provided to it by the Company.


                    (j)
Any amounts deposited with the Warrant Agent that are not required for
redemption of Warrants may be withdrawn by the Company. Any amounts deposited
with the Warrant Agent that shall be unclaimed after six months after the
redemption date shall be redelivered back to the Company, and thereafter the
holders of the Warrants called for redemption for which such funds were
deposited shall look solely to the Company for payment. The Company shall be
entitled to the interest, if any, on funds deposited with the Warrant Agent and
the holders of redeemed Warrants shall have no right to any such interest. At
the instruction of the Company, the Warrant Agent shall deposit or invest any
and all funds deposited with it by the Company in connection with any
redemption in federally insured, interest bearing accounts with a financial
institution or institutions designated by the Company but shall have no
liability with respect to the performance of any such investments other than,
in the case of funds deposited in accounts maintained by the Warrant Agent, the
liability of the Warrant Agent to its depositors in such accounts, generally.


                    (k)
If the Company fails to make a sufficient deposit with the Warrant Agent as
provided above, the holder of any Warrants called for redemption may at the
option of the holder (i) by notice to the Company declare the notice of
redemption a nullity as to such holder, 


8







or (ii)
maintain an action against the Company for the Redemption Price. If the holder
brings such an action, the Company will pay reasonable attorneys’ fees of the
holder. If the holder fails to bring an action against the Company for the
Redemption Price within 60 days after the redemption date, the holder shall be
deemed to have elected to declare the notice of redemption to be a nullity as
to such holder and such notice shall be without any force or effect as to such
holder. Except as otherwise specifically provided in this Paragraph 7(k), a
notice of redemption, once mailed by the Company as provided in Paragraph 7(g)
shall be irrevocable.


                    (l)
Notwithstanding anything to the contrary in this Section 7, the Company may not
provide notice of any redemption pursuant to this Section 7 at any time at
which the Warrants are not currently exercisable as a result of the application
of Section 9. If, during the period between notice of redemption and the
Redemption Date, the Warrants become not currently exercisable as a result of
the application of Section 9, the Redemption Date shall be extended to be the
tenth business day after such restriction on exercise lapses.


          8.
Fractional Interests. The Company shall not be required to issue any
Warrant Certificate evidencing a fraction of a Warrant or to issue fractions of
shares of securities on the exercise of the Warrants. If any fraction
(calculated to the nearest one-hundredth) of a Warrant or a share of securities
would, except for the provisions of this Section, be issuable on the exercise
of any Warrant, the Company shall, at its option, either purchase such fraction
for an amount in cash equal to the current value of such fraction computed on
the basis of the closing market price of a Warrant of the same class (as quoted
on the principal exchange or trading facility on which such class of Warrants
is traded) on the trading day immediately preceding the day upon which such
Warrant Certificate was surrendered for exercise in accordance with Section 7
hereof or issue the required fractional Warrant or share. By accepting a Warrant
Certificate, the holder thereof expressly waives any right to receive a Warrant
Certificate evidencing any fraction of a Warrant or to receive any fractional
share of securities upon exercise of a Warrant, except as expressly provided in
this Section 8.


          9.
Reservation of Equity Securities. The Company covenants that it will at
all times reserve and keep available, free from any pre-emptive rights, out of
its authorized and unissued equity securities, solely for the purpose of issue
upon exercise of the Warrants, such number of shares of equity securities of
the Company as shall then be issuable upon the exercise of all outstanding
Warrants (“Equity Securities”). The Company covenants that all Equity
Securities which shall be so issuable shall, upon such issue, be duly
authorized, validly issued, fully paid and non-assessable.


          The
Company covenants that if any equity securities, required to be reserved for
the purpose of issue upon exercise of the Warrants hereunder, require
registration with or approval of any governmental authority under any federal
or state law before such shares may be issued upon exercise of Warrants, the
Company will use all commercially reasonable efforts to cause such securities
to be duly registered, or approved, as the case may be, and, to the extent
practicable, take all such action in anticipation of and prior to the exercise
of the Warrants, including, without limitation, filing any and all
post-effective amendments to the Company’s Registration Statement on Form S-1
(Registration No. 333-________) necessary to permit a public offering of the
securities underlying the Warrants at any and all times during the term of this
Agreement, provided, however, that in no event shall such securities be issued,
and the 


9







Company is
authorized to refuse to honor the exercise of any Warrant, if such exercise
would result in the opinion of the Company’s Board of Directors, upon advice of
counsel, in the violation of any law. In certain cases, the Company may, but is not
required to, purchase Warrants submitted for exercise for a cash price equal to the
difference between the market price of the securities obtainable upon such exercise
and the exercise price of such Warrants, and in such cases the Warrant Agent shall
facilitate such payments in accordance with the written instructions of the Company
and in accordance with the terms of this Agreement.
If, at the Expiration Date, the Warrants
are not currently exercisable as a result of the provisions of this paragraph,
the Expiration Date shall be extended to a date that is 30 calendar days
following notice to the holders of Warrants that the Warrants are again
exercisable and references to the Expiration Date herein shall thereafter refer
to such extended Expiration Date. 


          10.
Reduction of Conversion Price Below Par Value. Before taking any action
that would cause an adjustment pursuant to Section 6 hereof reducing the
portion of the Exercise Price required to purchase one share of capital stock
below the then par value (if any) of a share of such capital stock, the Company
will use its best efforts to take any corporate action which, in the opinion of
its counsel, may be necessary in order that the Company may validly and legally
issue fully paid and non-assessable shares of such capital stock.


          11.
Payment of Taxes. The Company covenants and agrees that it will pay when
due and payable any and all federal and state documentary stamp and other
original issue taxes which may be payable in respect of the original issuance
of the Warrant Certificates, or any shares of Common Stock or other securities
upon the exercise of Warrants. The Company shall not, however, be required (a)
to pay any tax which may be payable in respect of any transfer involved in the
transfer and delivery of Warrant Certificates or the issuance or delivery of
certificates for Common Stock or other securities in a name other than that of
the registered holder of the Warrant Certificate surrendered for purchase or
(b) to issue or deliver any certificate for shares of Common Stock or other
securities upon the exercise of any Warrant Certificate until any such tax
shall have been paid, all such tax being payable by the holder of such Warrant
Certificate at the time of surrender.


          12.
Notice of Certain Corporate Action. In case the Company after the date
hereof shall propose (a) to offer to the holders of Common Stock, generally,
rights to subscribe to or purchase any additional shares of any class of its
capital stock, any evidences of its indebtedness or assets, or any other rights
or options or (b) to effect any reclassification of Common Stock (other than a
reclassification involving merely the subdivision or combination of outstanding
shares of Common Stock) or any capital reorganization, or any consolidation or
merger to which the Company is a party and for which approval of any
shareholders of the Company is required, or any sale, transfer or other
disposition of its property and assets substantially as an entirety, or the
liquidation, voluntary or involuntary dissolution or winding-up of the Company,
then, in each such case, the Company shall file with the Warrant Agent and the
Company, or the Warrant Agent on its behalf, shall mail (by first-class,
postage prepaid mail) to all registered holders of the Warrant Certificates
notice of such proposed action, which notice shall specify the date on which
the books of the Company shall close or a record be taken for such offer of
rights or options, or the date on which such reclassification, reorganization,
consolidation, merger, sale, transfer, other disposition, liquidation,
voluntary or involuntary dissolution or winding-up shall take place or
commence, as the case may be, and which shall also specify any record date for
determination of holders of Common Stock entitled to vote thereon or
participate therein and shall set forth such facts with respect thereto as
shall be reasonably necessary to indicate any adjustments in the Exercise Price
and the number or kind of shares or other securities purchasable upon exercise
of Warrants which will be required as a result of such action. Such 


10







notice shall
be filed and mailed in the case of any action covered by clause (a) above, at
least ten days prior to the record date for determining holders of the Common
Stock for purposes of such action or, if a record is not to be taken, the date
as of which the holders of shares of Common Stock of record are to be entitled
to such offering; and, in the case of any action covered by clause (b) above,
at least 20 days prior to the earlier of the date on which such
reclassification, reorganization, consolidation, merger, sale, transfer, other
disposition, liquidation, voluntary or involuntary dissolution or winding-up is
expected to become effective and the date on which it is expected that holders
of shares of Common Stock of record on such date shall be entitled to exchange
their shares for securities or other property deliverable upon such
reclassification, reorganization, consolidation, merger, sale, transfer, other
disposition, liquidation, voluntary or involuntary dissolution or winding-up.


          Failure
to give any such notice or any defect therein shall not affect the legality or
validity of any transaction listed in this Section 12.


          13.
Disposition of Proceeds on Exercise of Warrant Certificates, etc. The
Warrant Agent shall account promptly to the Company with respect to Warrants
exercised and concurrently pay to the Company all moneys received by the
Warrant Agent for the purchase of securities or other property through the
exercise of such Warrants.


          The
Warrant Agent shall keep copies of this Agreement available for inspection by
Warrantholders during normal business hours at its stock transfer office.
Copies of this Agreement may be obtained upon written request addressed to the
Warrant Agent at its stock transfer office in Las Vegas, Nevada.


          14.
Warrantholder Not Deemed a Shareholder. No Warrantholder, as such, shall
be entitled to vote, receive dividends or be deemed the holder of Common Stock
or any other securities of the Company which may at any time be issuable on the
exercise of the Warrants represented thereby for any purpose whatever, nor
shall anything contained herein or in any Warrant Certificate be construed to
confer upon any Warrantholder, as such, any of the rights of a shareholder of
the Company or any right to vote for the election of directors or upon any
matter submitted to shareholders at any meeting thereof, or to give or withhold
consent to any corporate action (whether upon any recapitalization, issuance of
stock, reclassification of stock, change of par value or change of stock to no
par value, consolidation, merger, conveyance or otherwise), or to receive
notice of meetings or other actions affecting shareholders (except as provided
in Section 12 hereof), or to receive dividend or subscription rights, or
otherwise, until such Warrant Certificate shall have been exercised in
accordance with the provisions hereof and the receipt of the Exercise Price and
any other amounts payable upon such exercise by the Warrant Agent.


          15.
Right of Action. All rights of action in respect to this Agreement are
vested in the respective registered holders of the Warrant Certificates; and
any registered holder of any Warrant Certificate, without the consent of the
Warrant Agent or of any other holder of a Warrant Certificate, may, in his own
behalf for his own benefit, enforce, and may institute and maintain any suit,
action or proceeding against the Company suitable to enforce, or otherwise in
respect of, his right to exercise the Warrants evidenced by such Warrant
Certificate, for the purchase of shares of  Common Stock in the manner
provided in the Warrant Certificate and in this Agreement.


11







          16.
Agreement of Holders of Warrant Certificates. Every holder of a Warrant
Certificate by accepting the same consents and agrees with the Company, the
Warrant Agent and with every other holder of a Warrant Certificate that:


                    (a)
the Warrant Certificates are transferable on the registry books of the Warrant
Agent only upon the terms and conditions set forth in this Agreement; and


                    (b)
the Company and the Warrant Agent may deem and treat the person in whose name
the Warrant Certificate is registered as the absolute owner of the Warrant
(notwithstanding any notation of ownership or other writing thereon made by
anyone other than the Company or the Warrant Agent) for all purposes whatever
and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary.


          17.
Cancellation of Warrant Certificates. In the event that the Company
shall purchase or otherwise acquire any Warrant Certificate or Certificates
after the issuance thereof, such Warrant Certificate or Certificates shall
thereupon be delivered to the Warrant Agent and be canceled by it and retired.
The Warrant Agent shall also cancel any Warrant Certificate delivered to it for
exercise, in whole or in part, or delivered to it for transfer, split-up,
combination or exchange. Warrant Certificates so canceled shall be delivered by
the Warrant Agent to the Company from time to time, or disposed of in
accordance with the instructions of the Company.


          18.
Concerning the Warrant Agent. The Company agrees to pay to the Warrant
Agent from time to time, on demand of the Warrant Agent, reasonable
compensation for all services rendered by it hereunder and also its reasonable
expenses, including counsel fees, and other disbursements incurred in the
administration and execution of this Agreement and the exercise and performance
of its duties hereunder. The Company also agrees to indemnify the Warrant Agent
for, and to hold it harmless against, any loss, liability or expense, incurred
without gross negligence, bad faith or willful misconduct on the part of the
Warrant Agent, arising out of or in connection with the acceptance and
administration of this Agreement.


          19.
Merger or Consolidation or Change of Name of Warrant Agent. Any
corporation into which the Warrant Agent may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which the Warrant Agent shall be a party, or any corporation succeeding to the
corporate trust business of the Warrant Agent, shall be the successor to the Warrant
Agent hereunder without the execution or filing of any paper or any further act
on the part of any of the parties hereto, provided that such corporation would
be eligible for appointment as a successor warrant agent under the provisions
of Section 21 hereof. In case at the time such successor to the Warrant Agent
shall succeed to the agency created by this Agreement, any of the Warrant
Certificates shall have been countersigned but not delivered, any such
successor to the Warrant Agent may adopt the countersignature of the original
Warrant Agent and deliver such Warrant Certificates so countersigned; and in
case at that time any of the Warrant Certificates shall not have been
countersigned, any successor to the Warrant Agent may countersign such Warrant
Certificates either in the name of the predecessor Warrant Agent or in the name
of the successor Warrant Agent; and in all such cases such Warrant Certificates
shall have the full force provided in the Warrant Certificates and in this
Agreement.


12







          In
case at any time the name of the Warrant Agent shall be changed and at such
time any of the Warrant Certificates shall have been countersigned but not
delivered, the Warrant Agent may adopt the countersignature under its prior
name and deliver Warrant Certificates so countersigned; and in case at that
time any of the Warrant Certificates shall not have been countersigned, the
Warrant Agent may countersign such Warrant Certificates either in its prior
name or in its changed name; and in all such cases such Warrant Certificates
shall have the full force provided in the Warrant Certificates and in this
Agreement.


          20.
Duties of Warrant Agent. The Warrant Agent undertakes the duties and
obligations imposed by this Agreement upon the following terms and conditions,
by all of which the Company and the holders of Warrant Certificates, by their
acceptance thereof, shall be bound:


                    (a)
The Warrant Agent may consult with counsel satisfactory to it (who may be
counsel for the Company), and the opinion of such counsel shall be full and
complete authorization and protection to the Warrant Agent as to any action
taken, suffered or omitted by it in good faith and in accordance with such
opinion; provided, however, that the Warrant Agent shall have exercised
reasonable care in the selection of such counsel. Fees and expenses of such
counsel, to the extent reasonable, shall be paid by the Company.


                    (b)
Whenever in the performance of its duties under this Agreement, the Warrant
Agent shall deem it necessary or desirable that any fact or matter be proved or
established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved and
established by a certificate signed by a Chairman or co-Chairman of the Board,
the Chief Executive Officer, the President or a Vice President or the Secretary
of the Company and delivered to the Warrant Agent; and such certificate shall
be full authorization to the Warrant Agent for any action taken or suffered in
good faith by it under the provisions of this Agreement in reliance upon such
certificate.


                    (c)
The Warrant Agent shall be liable hereunder only for its own gross negligence,
bad faith or willful misconduct.


                    (d)
The Warrant Agent shall not be liable for or by reason of any of the statements
of fact or recitals contained in this Agreement or in the Warrant Certificates
(except its countersignature on the Warrant Certificates and such statements or
recitals as describe the Warrant Agent or action taken or to be taken by it) or
be required to verify the same, but all such statements and recitals are and
shall be deemed to have been made by the Company only.


                    (e)
The Warrant Agent shall not be under any responsibility in respect of the
validity of this Agreement or the execution and delivery hereof (except the due
execution hereof by the Warrant Agent) or in respect of the validity or
execution of any Warrant Certificate (except its countersignature thereof); nor
shall it be responsible for any breach by the Company of any covenant or
condition contained in this Agreement or in any Warrant Certificate; nor shall
it be responsible for the making of any change in the number of shares of
Common Stock for which a Warrant is exercisable required under the provisions
of Section 6 or responsible for the manner, method or amount of any such change
or the ascertaining of the existence of facts that 


13







would require
any such adjustment or change (except with respect to the exercise of Warrant
Certificates after actual notice of any adjustment of the Exercise Price); nor
shall it by any act hereunder be deemed to make any representation or warranty
as to the authorization or reservation of any shares of Common Stock to be
issued pursuant to this Agreement or any Warrant Certificate or as to whether
any shares of Common Stock will, when issued, be validly issued, fully paid and
non-assessable.


                    (f)
The Warrant Agent shall be under no obligation to institute any action, suit or
legal proceeding or take any other action likely to involve expense unless the
Company or one or more registered holders of Warrant Certificates shall furnish
the Warrant Agent with reasonable security and indemnity for any costs and
expenses which may be incurred. All rights of action under this Agreement or
under any of the Warrants may be enforced by the Warrant Agent without the
possession of any of the Warrants or the production thereof at any trial or
other proceeding relative thereto, and any such action, suit or proceeding
instituted by the Warrant Agent shall be brought in its name as Warrant Agent,
and any recovery of judgment shall be for the ratable benefit of the registered
holders of the Warrant Certificates, as their respective rights or interests
may appear.


                    (g)
The Warrant Agent and any shareholder, director, officer or employee of the
Warrant Agent may buy, sell or deal in any of the Warrants or other securities
of the Company or become pecuniarily interested in any transaction in which the
Company may be interested, or contract with or lend money to or otherwise act
as fully and freely as though it were not Warrant Agent under this Agreement.
Nothing herein shall preclude the Warrant Agent from acting in any other
capacity for the Company or for any other legal entity.


                    (h)
The Warrant Agent is hereby authorized and directed to accept instructions with
respect to the performance of its duties hereunder from a Chairman or
co-Chairman of the Board or President or a Vice President or the Secretary or
the Controller of the Company, and to apply to such officers for advice or
instructions in connection with the Warrant Agent’s duties, and it shall not be
liable for any action taken or suffered or omitted by it in good faith in
accordance with instructions of any such officer.


                    (i)
The Warrant Agent will not be responsible for any failure of the Company to
comply with any of the covenants contained in this Agreement or in the Warrant
Certificates to be complied with by the Company.


                    (j)
The Warrant Agent may execute and exercise any of the rights or powers hereby
vested in it or perform any duty hereunder either itself or by or through its
attorneys, agents or employees and the Warrant Agent shall not be answerable or
accountable for any act, default, neglect or misconduct of any such attorneys,
agents or employees or for any loss to the Company resulting from such neglect
or misconduct; provided, however, that reasonable care shall have been
exercised in the selection and continued employment of such attorneys, agents
and employees.


                    (k)
The Warrant Agent will not incur any liability or responsibility to the Company
or to any holder of any Warrant Certificate for any action taken, or any
failure to take action, in reliance on any notice, resolution, waiver, consent,
order, certificate, or other paper, 


14







document or
instrument reasonably believed by the Warrant Agent to be genuine and to have
been signed, sent or presented by the proper party or parties.


                    (l)
The Warrant Agent will act hereunder solely as agent of the Company in a
ministerial capacity, and its duties will be determined solely by the
provisions hereof. The Warrant Agent will not be liable for anything which it
may do or refrain from doing in connection with this Agreement except for its
own gross negligence, bad faith or willful conduct.


          21.
Change of Warrant Agent. The Warrant Agent may resign and be discharged
from its duties under this Agreement upon 30 days’ prior notice in writing
mailed, by registered or certified mail, to the Company. The Company may remove
the Warrant Agent or any successor warrant agent upon 30 days’ prior notice in
writing, mailed to the Warrant Agent or successor warrant agent, as the case
may be, by registered or certified mail. If the Warrant Agent shall resign or
be removed or shall otherwise become incapable of acting, the Company shall
appoint a successor to the Warrant Agent and shall, within 15 days following
such appointment, give notice thereof in writing to each registered holder of
the Warrant Certificates. If the Company shall fail to make such appointment
within a period of 15 days after giving notice of such removal or after it has
been notified in writing of such resignation or incapacity by the resigning or
incapacitated Warrant Agent, then the Company agrees to perform the duties of
the Warrant Agent hereunder until a successor Warrant Agent is appointed. After
appointment and execution of a copy of this Agreement in effect at that time,
the successor Warrant Agent shall be vested with the same powers, rights,
duties and responsibilities as if it had been originally named as Warrant Agent
without further act or deed; but the former Warrant Agent shall deliver and
transfer to the successor Warrant Agent, within a reasonable time, any property
at the time held by it hereunder, and execute and deliver any further
assurance, conveyance, act or deed necessary for the purpose. Failure to give
any notice provided for in this Section, however, or any defect therein shall
not affect the legality or validity of the resignation or removal of the
Warrant Agent or the appointment of the successor warrant agent, as the case
may be.


          22.
Issuance of New Warrant Certificates. Notwithstanding any of the
provisions of this Agreement or the several Warrant Certificates to the
contrary, the Company may, at its option, issue new Warrant Certificates in
such form as may be approved by its Board of Directors to reflect any
adjustment or change in the Exercise Price or the number or kind of shares
purchasable under the several Warrant Certificates made in accordance with the
provisions of this Agreement.


          23.
Notices. Notice or demand pursuant to this Agreement to be given or made
on the Company by the Warrant Agent or by the registered holder of any Warrant
Certificate shall be sufficiently given or made if sent by first-class or
registered mail, postage prepaid, addressed (until another address is filed in
writing by the Company with the Warrant Agent) as follows: 


	
  

 	
  

 
	
  

 	
 Methes
 Energies International Ltd.

 
	
  

 	
 3651 Lindell
 Road, Suite D-272

 
	
  

 	
 Las Vegas,
 Nevada, 89103

 
	
  

 	
 Attention:
 Chief Financial Officer

 



          Subject
to the provisions of Section 21, any notice pursuant to this Agreement to be
given 


15







or made by the
Company or by the holder of any Warrant Certificate to or on the Warrant Agent
shall be sufficiently given or made if sent by first-class or registered mail,
postage prepaid, addressed (until another address is filed in writing by the
Warrant Agent with the Company) as follows:


	
  

 	
  

 
	
  

 	
 Quicksilver
 Stock Transfer, LLC

 
	
  

 	
 6623 Las
 Vegas Blvd. South #255

 
	
  

 	
 Las Vegas,
 NV, 89119 

 



          Any
notice or demand authorized to be given or made to the registered holder of any
Warrant Certificate under this Agreement shall be sufficiently given or made if
sent by first-class or registered mail, postage prepaid, to the last address of
such holder as it shall appear on the registers maintained by the Warrant
Agent.


          24.
Modification of Agreement. The Warrant Agent may, without the consent or
concurrence of the Warrantholders, by supplemental agreement or otherwise,
concur with the Company in making any changes or corrections in this Agreement
that the Warrant Agent shall have been advised by counsel (who may be counsel
for the Company) are necessary or desirable to cure any ambiguity or to correct
any defective or inconsistent provision or clerical omission or mistake or
manifest error herein contained, or to make any other provisions in regard to
matters or questions arising hereunder and which shall not be inconsistent with
the provisions of the Warrant Certificates and which shall not adversely affect
the interests of the Warrantholders. As of the date hereof, this Agreement
contains the entire and only agreement, understanding, representation,
condition, warranty or covenant between the parties hereto with respect to the
matters herein, supersedes any and all other agreements between the parties
hereto relating to such matters, and may be modified or amended only by a
written agreement signed by both parties hereto pursuant to the authority
granted by the first sentence of this Section.


          25.
Successors. All the covenants and provisions of this Agreement by or for
the benefit of the Company or the Warrant Agent shall bind and inure to the
benefit of their respective successors and assigns hereunder.


          26.
Nevada Contract. This Agreement and each Warrant Certificate issued
hereunder shall be deemed to be a contract made under the laws of the State of
Nevada and for all purposes shall be construed in accordance with the laws of
said State.


          27.
Termination. This Agreement shall terminate as of the close of business
on the Expiration Date, or such earlier date upon which all Warrants shall have
been exercised or redeemed, except that the Warrant Agent shall account to the
Company as to all Warrants outstanding and all cash held by it as of the close
of business on the Expiration Date.


          28.
Benefits of this Agreement. Nothing in this Agreement or in the Warrant
Certificates shall be construed to give to any person or corporation other than
the Company, the Warrant Agent, and their respective successors and assigns
hereunder and the registered holders of the Warrant Certificates any legal or
equitable right, remedy or claim under this Agreement; but this Agreement shall
be for the sole and exclusive benefit of the Company, the Warrant 


16







Agent, their
respective successors and assigns hereunder and the registered holders of the
Warrant Certificates.


          29.
Descriptive Headings. The descriptive headings of the several Sections
of this Agreement are inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions hereof.


          30.
Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute one and the same instrument.


(Remainder
of page intentionally left blank; signature page follows)


17






          IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, all as of the day and year first above written.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 METHES ENERGIES INTERNATIONAL LTD.

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 	
 Michel G.
 Laporte

 
	
  

 	
  

 	
 Title:

 	
 Chairman and
 Chief Executive Officer

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Quicksilver
 Stock Transfer, LLC

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 
	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	
 Title:

 	
  

 


18





Exhibit A


VOID AFTER 5 P.M. PACIFIC TIME ON _________,
2017


CLASS A WARRANTS TO PURCHASE COMMON STOCK


	
  

 	
  

 
	
 Certificate
 number _______

 	
 _________ Warrants

 


Methes Energies International Ltd.


CUSIP __________


THIS CERTIFIES
THAT


or registered
assigns, is the registered holder of the number of Class A Warrants (“Warrants”)
set forth above. Each Warrant, unless and until redeemed by the Company as
provided in the Warrant Agreement, hereinafter more fully described (the “Warrant
Agreement”) entitles the holder thereof to purchase from Methes Energies
International Ltd., a corporation incorporated under the laws of the State of
Nevada the (“Company”), subject to the terms and conditions set forth
hereinafter and in the Warrant Agreement, at any time on or after _________,
2012 [30 days after date of final prospectus] and before the close of business on _________, 2017 (“Expiration Date”),
one fully paid and non-assessable share of Common Stock of the Company (“Common
Stock”) upon presentation and surrender of this Warrant Certificate, with
the instructions for the registration and delivery of Common Stock filled in,
at the stock transfer office in Las Vegas, Nevada, of Quicksilver Stock
Transfer, LLC, Warrant Agent of the Company (“Warrant Agent”) or of its
successor warrant agent or, if there be no successor warrant agent, at the
corporate offices of the Company, and upon payment of the Exercise Price (as
defined in the Warrant Agreement) and any applicable taxes paid either in cash,
or by certified or official bank check, payable in lawful money of the United
States of America to the order of the Company. Each Warrant initially entitles
the holder to purchase one share of Common Stock for $_____.[150% of the Unit
offering price] The number and kind of securities or other property for which
the Warrants are exercisable are subject to adjustment in certain events, such
as mergers, stock splits, stock dividends  and the like, to prevent dilution.
The Company may redeem any or all outstanding and unexercised Warrants
beginning on ___________, 2013 [six months after closing], by giving not less than 30 days prior notice,
which notice may not be given before, but may be given at any time after the
date on which the closing price of the Common Stock on the principal exchange or
trading facility on which it is then traded has equaled or exceeded $_____ per
share [200% of the Unit offering price] on each of five consecutive trading
days. The Redemption Price is $0.05 per Warrant. All Warrants not theretofore
exercised will expire on the Expiration Date.

A-1





          This
Warrant Certificate is subject to all of the terms, provisions and conditions
of the Warrant Agreement, dated as of _______, 2012, between the Company and
the Warrant Agent, to all of which terms, provisions and conditions the
registered holder of this Warrant Certificate consents by acceptance hereof.
The Warrant Agreement is incorporated herein by reference and made a part
hereof and reference is made to the Warrant Agreement for a full description of
the rights, limitations of rights, obligations, duties and immunities of the
Warrant Agent, the Company and the holders of the Warrant Certificates. Copies
of the Warrant Agreement are available for inspection at the stock transfer office
of the Warrant Agent or may be obtained upon written request addressed to the
Company at Methes Energies International Ltd., 3651 Lindell Road, Suite D-272, Las Vegas,
Nevada, 89103, Attention: Chief Financial Officer.


          The
Company shall not be required upon the exercise of the Warrants evidenced by
this Warrant Certificate to issue fractions of Warrants, Common Stock or other
securities, but shall make adjustment therefor in cash on the basis of the
current market value of any fractional interest as provided in the Warrant
Agreement.


          In
certain cases, the sale of securities by the Company upon exercise of Warrants
may violate the securities laws of the United States, certain states thereof or
other jurisdictions. The Company has agreed to use all commercially reasonable
efforts to cause a registration statement to continue to be effective during
the term of the Warrants with respect to such sales under the Securities Act of
1933, and to take such action under the laws of various states as may be required
to cause the sale of securities upon exercise to be lawful. However, the
Company will not be required to honor the exercise of Warrants if, in the
opinion of the Board of Directors, upon advice of counsel, the sale of
securities upon such exercise would be unlawful. In certain cases, the Company
may, but is not required to, purchase Warrants submitted for exercise for a
cash price equal to the difference between the market price of the securities
obtainable upon such exercise and the exercise price of such Warrants. If the
Warrants would otherwise expire while not exercisable as a result of any such
determination by the Board of Directors, their Expiration Date will be extended
to a date 30 days after the Warrants once again become exercisable.


          This
Warrant Certificate, with or without other Certificates, upon surrender to the
Warrant Agent, any successor warrant agent or, in the absence of any successor
warrant agent, at the corporate offices of the Company, may be exchanged for
another Warrant Certificate or Certificates evidencing in the aggregate the
same number of Warrants as the Warrant Certificate or Certificates so
surrendered. If the Warrants evidenced by this Warrant Certificate shall be
exercised in part, the holder hereof shall be entitled to receive upon
surrender hereof another Warrant Certificate or Certificates evidencing the
number of Warrants not so exercised.


          No
holder of this Warrant Certificate, as such, shall be entitled to vote, receive
dividends or be deemed the holder of Common Stock or any other securities of
the Company which may at any time be issuable on the exercise hereof for any
purpose whatever, nor shall anything contained in the Warrant Agreement or
herein be construed to confer upon the holder of this Warrant Certificate, as
such, any of the rights of a shareholder of the Company or any right to vote
for the election of directors or upon any matter submitted to shareholders at
any meeting thereof or give or withhold consent to any corporate action (whether
upon any matter submitted to shareholders at any meeting thereof, or give or
withhold consent to any merger, 

A-2





recapitalization,
issuance of stock, reclassification of stock, change of par value or change of
stock to no par value, consolidation, conveyance or otherwise) or to receive
notice of meetings or other actions affecting shareholders (except as provided
in the Warrant Agreement) or to receive dividends or subscription rights or
otherwise until the Warrants evidenced by this Warrant Certificate shall have
been exercised and the Common Stock purchasable upon the exercise thereof shall
have become deliverable as provided in the Warrant Agreement.


          If
this Warrant Certificate shall be surrendered for exercise within any period
during which the transfer books for the Company’s Common Stock or other class
of stock purchasable upon the exercise of the Warrants evidenced by this
Warrant Certificate are closed for any purpose, the Company shall not be
required to make delivery of certificates for shares purchasable upon such
transfer until the date of the reopening of said transfer books.


          Every
holder of this Warrant Certificate by accepting the same consents and agrees
with the Company, the Warrant Agent, and with every other holder of a Warrant
Certificate that:


          (a)
this Warrant Certificate is transferable on the registry books of the Warrant
Agent only upon the terms and conditions set forth in the Warrant Agreement,
and


          (b)
the Company and the Warrant Agent may deem and treat the person in whose name
this Warrant Certificate is registered as the absolute owner hereof
(notwithstanding any notation of ownership or other writing thereon made by
anyone other than the Company or the Warrant Agent) for all purposes whatsoever
and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary. The Company shall not be required to issue or deliver any
certificate for shares of Common Stock or other securities upon the exercise of
Warrants evidenced by this Warrant Certificate until any tax which may be
payable in respect thereof by the holder of this Warrant Certificate pursuant
to the Warrant Agreement shall have been paid, such tax being payable by the
holder of this Warrant Certificate at the time of surrender.


          This
Warrant Certificate shall not be valid or obligatory for any purpose until it
shall have been countersigned by the Warrant Agent.


(Remainder
of page intentionally left blank; signature page follows)

A-3





          WITNESS
the facsimile signatures of the proper officers of the Company and its
corporate seal.


Dated:
_______________


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 METHES
 ENERGIES INTERNATIONAL LTD.

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 
	
  

 	
  

 	
 Name:

 	
 Michel G.
 Laporte

 
	
  

 	
  

 	
 Title:

 	
 Chairman and
 Chief Executive Officer

 






	
  

 	
  

 	
  

 
	
  

 	
 Attest: 

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Secretary

 






	
  

 	
  

 	
  

 
	
 Countersigned:

 
	
  

 	
  

 	
  

 
	
 Quicksilver
 Stock Transfer, LLC

 
	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Authorized
 Officer

 	
  

 





A-4




Exhibit B


VOID AFTER 5 P.M. PACIFIC TIME ON _________,
2017


CLASS B WARRANTS TO PURCHASE COMMON STOCK


	
  

 	
  

 
	
 Certificate
 number _______

 	
 _________ Warrants

 


Methes Energies International Ltd.


CUSIP ______________


THIS CERTIFIES
THAT


or registered
assigns, is the registered holder of the number of Class A Warrants (“Warrants”)
set forth above. Each Warrant, unless and until redeemed by the Company as provided in the Warrant Agreement hereinafter
more fully described (the “Warrant Agreement”),  entitles
the holder thereof to purchase from Methes Energies International Ltd., a
corporation incorporated under the laws of the State of Nevada the (“Company”),
subject to the terms and conditions set forth hereinafter and in the Warrant
Agreement, at any time on or after _________, 2012 [30 days after date of final prospectus] and before the close of
business on _________, 2017 (“Expiration Date”), one fully paid and
non-assessable share of Common Stock of the Company (“Common Stock”)
upon presentation and surrender of this Warrant Certificate, with the
instructions for the registration and delivery of Common Stock filled in, at
the stock transfer office in Las Vegas, Nevada, of Quicksilver Stock Transfer,
LLC, Warrant Agent of the Company (“Warrant Agent”) or of its successor
warrant agent or, if there be no successor warrant agent, at the corporate
offices of the Company, and upon payment of the Exercise Price (as defined in
the Warrant Agreement) and any applicable taxes paid either in cash, or by
certified or official bank check, payable in lawful money of the United States
of America to the order of the Company. Each Warrant initially entitles the
holder to purchase one share of Common Stock for $______.[200% of the Unit offering
price] The number and kind of securities or other property for which the
Warrants are exercisable are subject to adjustment in certain events, such as
mergers, stock splits, stock dividends  and the like, to prevent dilution.
The Company may redeem any or all outstanding
and unexercised warrants by giving not less than 30 days’ prior written notice
at any time after the Company reports for any four consecutive fiscal
quarters preceding the date of the notice, a total of $8 million of income before
income taxes, as defined under U.S. GAAP.  The Redemption Price is $0.05 per
Warrant. All Warrants not theretofore exercised will expire on the Expiration
Date.


B-1





          This
Warrant Certificate is subject to all of the terms, provisions and conditions
of the Warrant Agreement, dated as of _______, 2012, between the Company and
the Warrant Agent, to all of which terms, provisions and conditions the
registered holder of this Warrant Certificate consents by acceptance hereof.
The Warrant Agreement is incorporated herein by reference and made a part
hereof and reference is made to the Warrant Agreement for a full description of
the rights, limitations of rights, obligations, duties and immunities of the
Warrant Agent, the Company and the holders of the Warrant Certificates. Copies
of the Warrant Agreement are available for inspection at the stock transfer
office of the Warrant Agent or may be obtained upon written request addressed
to the Company at Methes Energies International Ltd., 3651 Lindell Road, Las
Vegas, Nevada, 89103, Attention: Chief Financial Officer.


          The
Company shall not be required upon the exercise of the Warrants evidenced by
this Warrant Certificate to issue fractions of Warrants, Common Stock or other
securities, but shall make adjustment therefor in cash on the basis of the
current market value of any fractional interest as provided in the Warrant
Agreement.


          In
certain cases, the sale of securities by the Company upon exercise of Warrants
may violate the securities laws of the United States, certain states thereof or
other jurisdictions. The Company has agreed to use all commercially reasonable
efforts to cause a registration statement to continue to be effective during
the term of the Warrants with respect to such sales under the Securities Act of
1933, and to take such action under the laws of various states as may be
required to cause the sale of securities upon exercise to be lawful. However,
the Company will not be required to honor the exercise of Warrants if, in the
opinion of the Board of Directors, upon advice of counsel, the sale of
securities upon such exercise would be unlawful. In certain cases, the Company
may, but is not required to, purchase Warrants submitted for exercise for a
cash price equal to the difference between the market price of the securities
obtainable upon such exercise and the exercise price of such Warrants. If the
Warrants would otherwise expire while not exercisable as a result of any such
determination by the Board of Directors, their Expiration Date will be extended
to a date 30 days after the Warrants once again become exercisable.


          This
Warrant Certificate, with or without other Certificates, upon surrender to the
Warrant Agent, any successor warrant agent or, in the absence of any successor
warrant agent, at the corporate offices of the Company, may be exchanged for
another Warrant Certificate or Certificates evidencing in the aggregate the
same number of Warrants as the Warrant Certificate or Certificates so
surrendered. If the Warrants evidenced by this Warrant Certificate shall be
exercised in part, the holder hereof shall be entitled to receive upon
surrender hereof another Warrant Certificate or Certificates evidencing the
number of Warrants not so exercised.


          No
holder of this Warrant Certificate, as such, shall be entitled to vote, receive
dividends or be deemed the holder of Common Stock or any other securities of
the Company which may at any time be issuable on the exercise hereof for any
purpose whatever, nor shall anything contained in the Warrant Agreement or
herein be construed to confer upon the holder of this Warrant Certificate, as
such, any of the rights of a shareholder of the Company or any right to vote
for the election of directors or upon any matter submitted to shareholders at
any meeting thereof or give or withhold consent to any corporate action
(whether upon any matter submitted to shareholders at any meeting thereof, or
give or withhold consent to any merger, recapitalization, issuance of stock,
reclassification of stock, change of par value or change of 


B-2





stock to no
par value, consolidation, conveyance or otherwise) or to receive notice of
meetings or other actions affecting shareholders (except as provided in the
Warrant Agreement) or to receive dividends or subscription rights or otherwise
until the Warrants evidenced by this Warrant Certificate shall have been
exercised and the Common Stock purchasable upon the exercise thereof shall have
become deliverable as provided in the Warrant Agreement.


          If
this Warrant Certificate shall be surrendered for exercise within any period
during which the transfer books for the Company’s Common Stock or other class
of stock purchasable upon the exercise of the Warrants evidenced by this
Warrant Certificate are closed for any purpose, the Company shall not be
required to make delivery of certificates for shares purchasable upon such
transfer until the date of the reopening of said transfer books.


          Every
holder of this Warrant Certificate by accepting the same consents and agrees
with the Company, the Warrant Agent, and with every other holder of a Warrant
Certificate that:


          (a)
this Warrant Certificate is transferable on the registry books of the Warrant
Agent only upon the terms and conditions set forth in the Warrant Agreement,
and


          (b)
the Company and the Warrant Agent may deem and treat the person in whose name
this Warrant Certificate is registered as the absolute owner hereof
(notwithstanding any notation of ownership or other writing thereon made by
anyone other than the Company or the Warrant Agent) for all purposes whatsoever
and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary. The Company shall not be required to issue or deliver any
certificate for shares of Common Stock or other securities upon the exercise of
Warrants evidenced by this Warrant Certificate until any tax which may be
payable in respect thereof by the holder of this Warrant Certificate pursuant
to the Warrant Agreement shall have been paid, such tax being payable by the
holder of this Warrant Certificate at the time of surrender.


          This
Warrant Certificate shall not be valid or obligatory for any purpose until it
shall have been countersigned by the Warrant Agent.


(Remainder
of page intentionally left blank; signature page follows)


B-3





          WITNESS
the facsimile signatures of the proper officers of the Company and its
corporate seal.


Dated:
_______________


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 METHES
 ENERGIES INTERNATIONAL LTD.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 
	
  

 	
  

 	
 Name:

 	
 Michel G.
 Laporte

 
	
  

 	
  

 	
 Title:

 	
 Chairman and
 Chief Executive Officer

 






	
  

 	
  

 	
  

 
	
  

 	
 Attest:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Secretary

 






	
  

 	
  

 	
  

 
	
 Countersigned:

 	
  

 
	
  

 	
  

 	
  

 
	
 Quicksilver
 Stock Transfer, LLC

 	
  

 
	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Authorized
 Officer

 	
  

 


B-4