Exhibit 4.4 


Form of


THIS WARRANT HAS NOT BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933

AND IS NOT TRANSFERABLE

EXCEPT AS PROVIDED HEREIN


Methes Energies
International Ltd.


PURCHASE WARRANT


Issued to:


PAULSON
INVESTMENT COMPANY, INC.


Exercisable to Purchase


100,000 Units


Of


METHES
ENERGIES INTERNATIONAL LTD.


Void after __________, 2017





          This is to
certify that, for value received and subject to the terms and conditions set
forth below, the Warrantholder (hereinafter defined) is entitled to purchase,
and the Company promises and agrees to sell and issue to the Warrantholder, at
any time on or after ______, 2012 and on or before ______, 2017, up to 100,000
Units (hereinafter defined) at the Exercise Price (hereinafter defined).


          This Warrant
Certificate is issued subject to the following terms and conditions:


          1. Definitions
of Certain Terms. Except as may be otherwise clearly required by the
context, the following terms have the following meanings:


                    (a)
“Act” means the Securities Act of 1933, as amended.


                    (b)
“Class A Warrant” means a redeemable Class A warrant to purchase one share of
Common Stock at an exercise price of $_____ [150% of the Unit offering price],
as defined in the Warrant Agreement.


                    (c)
“Class B Warrant” means a redeemable Class B warrant to purchase one share of
Common Stock at an exercise price of $_____ [200% of the Unit offering price],
as defined in the Warrant Agreement.


                    (d)
“Closing Date” means the date on which the Offering is closed.


                    (e)
“Commission” means the Securities and Exchange Commission.


                    (f)
“Common Stock” means the common stock, par
value $0.001 per share, of the Company.


                    (g)
“Company” means Methes Energies International Ltd., a Nevada corporation.


                    (h)
“Company’s Expenses” means any and all expenses payable by the Company or the
Warrantholder in connection with an offering described in Section 6 hereof,
except Warrantholder’s Expenses.


                    (i)
“Corporate Financing Rule” means Rule 5110 of the rules of the Financial
Industry Regulatory Authority.


                    (j)
“Effective Date” means the date of the Company’s final prospectus as filed with
the Commission pursuant to Rule 424(b) of the Act.


                    (k)
“Exercise Price” means the price at which the Warrantholder may purchase one
Unit upon exercise of Warrants as determined from time to time pursuant to the
provisions hereof. The initial Exercise Price is $_____ per Unit [120% of the
Unit offering price].


                    (l)
“Offering” means the public offering of Units made pursuant to the Registration
Statement.


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                    (m)
“Participating Underwriter” means any underwriter participating in the sale of
the Securities pursuant to a registration under Section 6 of this Warrant
Certificate.


                    (n)
“Registration Statement” means the Company’s registration statement (File No.
__________) as amended on the Closing Date.


                    (o)
“Rules and Regulations” means the rules and regulations of the Commission
adopted under the Act.


                    (p)
“Securities” means the securities obtained or obtainable upon exercise of the
Warrant or securities obtained or obtainable upon exercise, exchange, or
conversion of such securities.


                    (q)
“Unit” means one share of Common Stock, one Class A Warrant and one Class B
Warrant.


                    (r)
“Unit Warrants” means the Class A Warrants and the Class B warrants.


                    (s)
“Warrant” means the warrant evidenced by this certificate, any similar
certificate issued in connection with the Offering, or any certificate obtained
upon transfer or partial exercise of the Warrant evidenced by any such
certificate.


                    (t)
“Warrant Agreement” means that certain Warrant Agreement, dated as of
________________________, by and between the Company and Quicksilver Stock
Transfer, Inc. relating to the issuance of Unit Warrants.


                    (u)
“Warrant Certificate” means a certificate evidencing the Warrant.


                    (v)
“Warrantholder” means a record holder of the Warrant or Securities. The initial
Warrantholder is Paulson Investment Company, Inc.


                    (w)
“Warrantholder’s Expenses” means the sum of (i) the aggregate amount of cash
payments made to an underwriter, underwriting syndicate, or agent in connection
with an offering described in Section 6 hereof multiplied by a fraction the
numerator of which is the aggregate sales price of the Securities sold by such
underwriter, underwriting syndicate, or agent in such offering and the
denominator of which is the aggregate sales price of all of the securities sold
by such underwriter, underwriting syndicate, or agent in such offering and (ii)
all out-of-pocket expenses of the Warrantholder, except for the fees and
disbursements of one firm retained as legal counsel for the Warrantholder that
will be paid by the Company.


          2. Exercise
of Warrant. All or any part of the Warrant represented by this Warrant
Certificate may be exercised commencing on the first anniversary of the
Effective Date and ending at 5:00 p.m. Pacific Time on the fifth anniversary of
the Effective Date (the “Expiration Date”) by surrendering this Warrant
Certificate, together with appropriate instructions, duly executed by the
Warrantholder or by its duly authorized attorney, at the office of the Company,
3651 Lindell Road, Suite D-272, Las Vegas, Nevada, 89103, Attention: Chief Financial
Officer;; or at such other office or agency as the Company may designate. The
date on which such instructions are received by the Company shall be the date
of exercise. Subject to the provisions below, upon 


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receipt of notice of exercise, the Company shall immediately instruct
its transfer agent to prepare certificates for the Securities to be received by
the Warrantholder upon completion of the Warrant exercise. When such
certificates are prepared, the Company shall notify the Warrantholder and
deliver such certificates to the Warrantholder or as per the Warrantholder’s
instructions immediately upon payment in full by the Warrantholder, in lawful
money of the United States, of the Exercise Price payable with respect to the Securities
being purchased, if any. If the Warrantholder shall represent and warrant that
all applicable registration and prospectus delivery requirements for their sale
have been complied with upon sale of the Securities received upon exercise of
the Warrant, such certificates shall not bear a legend with respect to the Act.



          If fewer
than all the Securities purchasable under the Warrant are purchased, the
Company will, upon such partial exercise, execute and deliver to the
Warrantholder a new Warrant Certificate (dated the date hereof), in form and
tenor similar to this Warrant Certificate, evidencing that portion of the
Warrant not exercised. The Securities to be obtained on exercise of the Warrant
will be deemed to have been issued, and any person exercising the Warrant will
be deemed to have become a holder of record of those Securities, as of the date
of the payment of the Exercise Price.


          Notwithstanding
the foregoing, in no event shall such Securities be issued, and the Company is
authorized to refuse to honor the exercise of the 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; and provided further that, if the Warrant
is exercisable solely for Securities listed on a securities exchange or for
which there are at least three independent market makers, the Company may elect
to redeem the Warrant submitted for exercise for a price equal to the
difference between the aggregate low asked price, or closing price, as the case
may be, of the Securities for which the Warrant is exercisable on the date of
exercise and the Exercise Price; in the event of such redemption, the Company
will pay to the holder of the Warrant the above-described redemption price in
cash within 10 business days after receipt of notice of exercise.


          3. Adjustments
in Certain Events. The number, class, and price of Securities for which
this Warrant Certificate may be exercised are subject to adjustment from time
to time upon the happening of certain events as follows:


                    (a)
If the outstanding shares of the Company’s Common Stock are divided into a
greater number of shares or a dividend in stock is paid on the Common Stock,
the number of shares of Common Stock and the number of Unit Warrants for which
the Warrant is then exercisable will be proportionately increased and the
Exercise Price will be proportionately reduced; and, conversely, if the
outstanding shares of Common Stock are combined into a smaller number of shares
of Common Stock, the number of shares of Common Stock and the number of Unit
Warrants for which the Warrant is then exercisable will be proportionately
reduced and the Exercise Price and the number of Unit Warrants will be
proportionately increased. The increases and reductions provided for in this
Section 3(a) will be made with the intent and, as nearly as practicable, the
effect that neither the percentage of the total equity of the Company
obtainable on exercise of the Warrants nor the price payable for such
percentage upon such exercise will be affected by any event described in this
Section 3(a).


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                    (b)
In case of any change in the Common Stock through merger, consolidation,
reclassification, reorganization, partial or complete liquidation, purchase of
substantially all the assets of the Company, or other change in the capital
structure of the Company, then, as a condition of such change, lawful and
adequate provision will be made so that the holder of this Warrant Certificate
will have the right thereafter to receive upon the exercise of the Warrant the
kind and amount of shares of stock or other securities or property to which he
would have been entitled if, immediately prior to such event, he had held the
number of shares of Common Stock and the number of Unit Warrants obtainable
upon the exercise of the Warrant. In any such case, appropriate adjustment will
be made in the application of the provisions set forth herein with respect to
the rights and interest thereafter of the Warrantholder, to the end that the
provisions set forth herein will thereafter be applicable, as nearly as
reasonably may be, in relation to any shares of stock or other securities or
property thereafter deliverable upon the exercise of the Warrant. The Company
will not permit any change in its capital structure to occur unless the issuer
of the shares of stock or other securities to be received by the holder of this
Warrant Certificate, if not the Company, agrees to be bound by and comply with the
provisions of this Warrant Certificate.


                    (c)
When any adjustment is required to be made in the number of shares of Common
Stock, Unit Warrants, other securities, or the property purchasable upon
exercise of the Warrant, the Company will promptly determine the new number of
such shares or other securities or property purchasable upon exercise of the
Warrant and (i) prepare and retain on file a statement describing in reasonable
detail the method used in arriving at the new number of such shares or other
securities or property purchasable upon exercise of the Warrant and (ii) cause
a copy of such statement to be mailed to the Warrantholder within thirty (30)
days after the date of the event giving rise to the adjustment.


                    (d)
No fractional shares of Common Stock or other Securities will be issued in
connection with the exercise of the Warrant, but the Company will pay, in lieu
of fractional shares, a cash payment therefor on the basis of the mean between
the bid and asked prices of the Common Stock in the over-the-counter market or
the last sale price of the Common Stock on the principal exchange or other
trading facility on which the Common Stock is traded on the day immediately
prior to exercise.


                    (e)
If securities of the Company or securities of any subsidiary of the Company are
distributed pro rata to holders of Common Stock, such number of securities will
be distributed to the Warrantholder or its assignee upon exercise of its rights
hereunder as such Warrantholder or assignee would have been entitled to if this
Warrant Certificate had been exercised prior to the record date for such
distribution. The provisions with respect to adjustment of the Common Stock
provided in this Section 3 will also apply to the securities to which the
Warrantholder or its assignee is entitled under this Section 3(e).


                    (f)
Notwithstanding anything herein to the contrary, there will be no adjustment
made hereunder on account of the sale by the Company of the Common Stock or
other Securities purchasable upon exercise of the Warrant. 


                    (g)
If, immediately prior to any exercise of Warrants, there shall be outstanding
no securities of a class or series that, but for the provisions of this Section
3, would 


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be issuable upon such exercise (the “Formerly Issuable Securities”),
then, upon such exercise, and in lieu of the Formerly Issuable Securities, the
Company shall issue that number and kind of other securities or property for
which the Formerly Issuable Securities were most recently exercisable or into
which the Formerly Issuable Securities were most recently convertible, as the
case may be.


          4. Reservation
of Securities. The Company agrees that the number of shares of Common Stock
or other Securities sufficient to provide for the exercise of the Warrant upon
the basis set forth above will, at all times during the term of the Warrant, be
reserved for exercise.


          5. Validity
of Securities. All Securities delivered upon the exercise of the Warrant
will be duly and validly issued in accordance with their terms and, upon
payment of the Exercise Price, will be fully paid and non-assessable. The
Company will pay all documentary and transfer taxes, if any, in respect of the
original issuance thereof upon exercise of the Warrant.


          6. Registration
of Securities Issuable on Exercise of Warrant Certificate.


                    (a)
The Company will register the Securities with the Commission pursuant to the
Act so as to allow the unrestricted sale of the Securities to the public from
time to time commencing on the first anniversary of the Effective Date and
ending at 5:00 p.m. Pacific Time on the fifth anniversary of the Effective Date
(the “Registration Period”) provided that all of the Securities underlying the
Warrants are not then immediately saleable without registration. The Company
will also file such applications and other documents necessary to permit the
sale of the Securities to the public during the Registration Period in those
states in which the Units were qualified for sale in the Offering or such other
states as the Company and the Warrantholder agree to. In order to comply with
the provisions of this Section 6(a), the Company is not required to file more
than one registration statement. No registration right of any kind, “piggyback”
or otherwise, will last longer than five years from the Effective Date.


                    (b)
The Company will pay all of the Company’s Expenses and each Warrantholder will
pay its pro rata share of the Warrantholder’s Expenses relating to the
registration, offer, and sale of the Securities. 


                    (c)
Except as specifically provided herein, the manner and conduct of the
registration, including the contents of the registration statement will be
entirely in the control and at the discretion of the Company. The Company will
file such post-effective amendments and supplements as may be necessary to
maintain the currency of the registration statement during the period of its use.
In addition, if the Warrantholder participating in the registration is advised
by counsel that the registration statement, in their opinion, is deficient in
any material respect, the Company will use its best efforts to cause the
registration statement to be amended to eliminate the concerns raised.


                    (d)
The Company will furnish to the Warrantholder the number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as it may reasonably request
in order to facilitate the disposition of Securities owned by it. 


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                    (e)
The Company will, at the request of Warrantholders holding at least 50 percent
of the then outstanding Warrants, (i) furnish an opinion of the counsel
representing the Company for the purposes of the registration pursuant to this
Section 6, addressed to the Warrantholders and any Participating Underwriter,
(ii) furnish an appropriate letter from the independent public accountants of
the Company, addressed to the Warrantholders and any Participating Underwriter,
and (iii) make such representations and warranties to the Warrantholders and
any Participating Underwriter as are customarily given to underwriters of
public offerings of equity securities in connection with such offerings. A
request pursuant to this subsection (e) may be made on three occasions. The
documents required to be delivered pursuant to this subsection (e) will be
dated within ten days of the request and will be, in form and substance,
equivalent to similar documents furnished to the underwriters in connection
with the Offering, with such changes as may be appropriate in light of changed
circumstances.


          7. Indemnification
in Connection with Registration.


                    (a)
If any of the Securities are registered, the Company will indemnify and hold
harmless each selling Warrantholder, any person who controls any selling
Warrantholder within the meaning of the Act, and any Participating Underwriter
against any losses, claims, damages, or liabilities, joint or several, to which
any Warrantholder, controlling person, or Participating Underwriter may be
subject under the Act or otherwise; and it will reimburse each Warrantholder,
each controlling person, and each Participating Underwriter for any legal or
other expenses reasonably incurred by the Warrantholder, controlling person, or
Participating Underwriter in connection with investigating or defending any
such loss, claim, damage, liability, or action, insofar as such losses, claims,
damages, or liabilities, joint or several (or actions in respect thereof),
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained, on the effective date thereof, in any such
registration statement or any preliminary prospectus or final prospectus, or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, that the Company will not be liable in any case to the
extent that any loss, claim, damage, or liability arises out of or is based
upon any untrue statement or alleged untrue statement or omission or alleged
omission made in any registration statement, preliminary prospectus, final
prospectus, or any amendment or supplement thereto, in reliance upon and in
conformity with written information furnished by a Warrantholder for use in the
preparation thereof. The indemnity agreement contained in this subparagraph (a)
will not apply to amounts paid to any claimant in settlement of any suit or
claim unless such payment is first approved by the Company, such approval not
to be unreasonably withheld.


                    (b)
Each selling Warrantholder, as a condition of the Company’s registration
obligation, will indemnify and hold harmless the Company, each of its
directors, each of its officers who have signed any registration statement or
other filing or any amendment or supplement thereto, and any person who
controls the Company within the meaning of the Act, against any losses, claims,
damages, or liabilities to which the Company or any such director, officer, or
controlling person may become subject under the Act or otherwise, and will
reimburse any legal or other expenses reasonably incurred by the Company or any
such director, officer, or controlling person in connection with investigating
or defending any such loss, claim, damage, liability, or action, insofar as
such losses, claims, damages, or liabilities (or actions in respect 


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thereof) arise out of or are based upon any untrue or alleged untrue
statement of any material fact contained in said registration statement, any
preliminary or final prospectus, or other filing, or any amendment or
supplement thereto, or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, but only to the
extent that such untrue statement or alleged untrue statement or omission or
alleged omission was made in said registration statement, preliminary or final
prospectus, or other filing, or amendment or supplement, in reliance upon and
in conformity with written information furnished by such Warrantholder for use
in the preparation thereof; provided, however, that the indemnity agreement
contained in this subparagraph (b) will not apply to amounts paid to any
claimant in settlement of any suit or claim unless such payment is first
approved by the Warrantholder, such approval not to be unreasonably withheld.


                    (c)
Promptly after receipt by an indemnified party under subparagraphs (a) or (b)
above of notice of the commencement of any action, such indemnified party will,
if a claim in respect thereof is to be made against an indemnifying party,
notify the indemnifying party of the commencement thereof; but the omission to
notify the indemnifying party will not relieve it from any liability that it
may have to any indemnified party otherwise than under subparagraphs (a) and
(b).


                    (d)
If any such action is brought against any indemnified party and it notifies an
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate in, and, to the extent that it may wish, jointly with
any other indemnifying party similarly notified, to assume the defense thereof,
with counsel satisfactory to such indemnified party; and after notice from the
indemnifying party to such indemnified party of its election to assume the
defense thereof, the indemnifying party will not be liable to such indemnified
party for any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof other than reasonable costs of
investigation.


          8. Restrictions
on Transfer. This Warrant Certificate and the Warrant may not be sold,
transferred, assigned, pledged, or hypothecated, or be the subject of any
hedging, short sale, derivative, put, or call transaction that would result in
the effective economic disposition of the securities by any person for a period
of 180 days immediately following the Effective Date, except as permitted in
subparagraph (g)(2) of the Corporate Financing Rule. The Warrant may be divided
or combined, upon request to the Company by the Warrantholder, into a
certificate or certificates evidencing the same aggregate number of Warrants.


          9. No
Rights as a Shareholder. Except as otherwise provided herein, the
Warrantholder will not, by virtue of ownership of the Warrant, be entitled to
any rights of a shareholder of the Company but will, upon written request to
the Company, be entitled to receive such quarterly or annual reports as the
Company distributes to its shareholders.


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          10. Notice.
Any notices required or permitted to be given hereunder will be in writing and
maybe served personally or by mail; and if served will be addressed as follows:


	
  

 	
  

 	
  

 
	
  

 	
 If to the
 Company:

 
	
  

 	
  

 
	
  

 	
  

 	
 Methes
 Energies International Ltd.

 
	
  

 	
  

 	
 3651 Lindell
 Road, Suite D-272

 
	
  

 	
  

 	
 Las Vegas,
 Nevada, 89103

 
	
  

 	
  

 	
 Attention:
 Chief Financial Officer

 
	
  

 	
  

 	
  

 
	
 If to the
 Warrantholder:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 at the
 address furnished by the 

 
	
  

 	
  

 	
 Warrantholder
 to the Company 

 
	
  

 	
  

 	
 for the purpose
 of notice.

 


          Any notice
so given by mail will be deemed effectively given 48 hours after mailing when
deposited in the United States mail, registered or certified mail, return
receipt requested, postage prepaid and addressed as specified above. Any party
may by written notice to the other specify a different address for notice
purposes.


          11. Applicable
Law. This Warrant Certificate will be governed by and construed in
accordance with the laws of the State of Oregon, without reference to conflict
of laws principles thereunder. All disputes relating to this Warrant
Certificate shall be tried before the courts of Oregon located in Multnomah
County, Oregon to the exclusion of all other courts that might have
jurisdiction.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Dated as of
 _________, 2012

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 METHES
 ENERGIES INTERNATIONAL LTD.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
 Name: 

 
	
  

 	
  

 	
  

 	
  

 	
 Title: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Agreed and
 Accepted as of ___________, 2012

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 PAULSON
 INVESTMENT COMPANY, INC.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 By: 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
 Name: 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
 Title: 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 


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