Filed by Automated Filing Services Inc. (604) 609-0244 - Quincy Gold Corp. - Exhibit 4.22





 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER
  OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE APRIL 22, 2005. 

 WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE
  AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED
  BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE
  TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE
  IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL APRIL 22, 2005.


 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED
  STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR THE
  SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY BE OFFERED, SOLD OR
  OTHERWISE TRANSFERRED ONLY (I) TO THE COMPANY, (II) OUTSIDE THE UNITED STATES
  IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, (III) IN COMPLIANCE
  WITH THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144
  THEREUNDER, IF AVAILABLE, OR (IV) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM
  REGISTRATION, IN EACHTHE CASE OF (III) OR (IV) ABOVE, AFTER PROVIDING AN OPINION
  OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER
  MAY BE MADE WITHOUT REGISTRATION UNDER THE 1933 ACT. 

	 No.  	 Warrants for 605,000  Shares  




 VOID AFTER 5 P.M. PACIFIC STANDARD TIME ON June 21, 2006

      Warrant to Purchase

  605,000  Shares of 

  Common Stock of 

  QUINCY GOLD CORP.

 WARRANT TO PURCHASE COMMON STOCK

 This is to Certify that, FOR VALUE RECEIVED, , RAB SPECIAL
  SITUATIONS LP, a Delaware limited partnership or registered assigns ("Holder")
  is entitled to purchase, subject to the provisions of this Warrant, from QUINCY
  GOLD CORP., a Nevada corporation ("Company" or “Quincy”), at any
  time on or after December 21, 2004 and not later that 5:00 p.m. Pacific Standard
  Time on June 21, 2006 (the “Termination Date”), 605,000 shares of
  Common Stock, USD $0.001 par value per share, of the Company ("Common Stock").
  The number of shares of Common Stock to be received upon the exercise of this
  Warrant and the price to be paid for a share of common stock may be adjusted
  from time to time as hereinafter set forth. The shares of Common Stock delivered
  or deliverable upon such exercise, as adjusted from time to time, are hereinafter
  sometimes referred to as "Warrant Stock" and the exercise price of a share of
  Common Stock in effect at any time as is adjusted from time to time is hereinafter
  sometimes referred to as the "Exercise Price". Prior to any





2 

 adjustments called for hereunder, the Exercise Price shall
  be CAD $0.65 per share through June 21, 2006.

 Notwithstanding anything contained herein to the contrary,
  the Warrants represented by this certificate shall not be exercisable by the
  Holder, in whole or in part, and the Company shall not give effect to any such
  exercise of the Warrants, if, after giving effect to such exercise, the Holder,
  together with any affiliate of the Holder (including any person or company acting
  jointly or in concert with the Holder) (the "Joint Actors") would in the aggregate
  beneficially own, or exercise control or direction over that number of voting
  securities of the Company which is 9.99% or greater of the total issued and
  outstanding voting securities of the Company, immediately after giving effect
  to such exercise. For greater certainty, the Warrants represented by this certificate
  shall not be exercisable by the Holder, in whole or in part, and the Company
  shall not give effect to any such exercise of the Warrants, if, after giving
  effect to such exercise, the Holder, together with its Joint Actors, would be
  deemed to hold a number of voting securities sufficient to materially affect
  the control of the Company. For the purposes of this paragraph, beneficial ownership
  shall be determined in accordance with Section 13(d) of the Securities Exchange
  Act of 1934, as amended. 

 (1) EXERCISE OF WARRANT. Subject to the terms and conditions
  herein, this Warrant may be exercised in whole or in part at any time or from
  time to time on or after December 21, 2004, but not later than 5:00 p.m. Pacific
  Standard Time on June 21, 2006, or if June 21, 2006 is a day on which banking
  institution are authorized by law to close, then on the next succeeding day
  which shall not be such a day.

 The aforesaid right to purchase Warrant Stock may only be
  exercised by the Holder within the time required hereinbefore set out by:

	 	(a) 	duly completing in the manner indicated and executing the Purchase Form
      attached hereto;
	 	 	 
	 	(b)	 surrendering this Warrant Certificate to the Company
        at its principal office at 309 Center Street, Hancock, MI, 49930 USA,
        or at such other principal office address as the Company may reasonably
        designate in writing from time-to-time; and

	 	 	 
	 	(c) 	paying the appropriate Exercise Price for the Warrant Stock subscribed
      for either by: 
	 	 	 


	 	 	(i) 	a certified check or bank draft payable at par to the order of the Company;
      or
	 	 	 	 
	 	 	(ii) 	a written notice to the Company that the Holder is
        exercising the Warrant (or a portion thereof) on a "cashless" basis in
        exchange for that number of shares of Warrant Stock equal to the product
        of (x) the number of shares as to which such Warrant, or portion thereof,
        is being exercised multiplied by (y) a fraction, the numerator of which
        is the Fair Market Value (as hereinafter defined) of the Warrant Stock
        less the Exercise Price and the denominator of which is such Fair Market
        Value. Solely for the purposes of this Section 1(c)(ii), Fair Market Value
        shall be calculated either (i) on the date on which the Purchase Form
        annexed to such Warrant Certificate as to such exercise is








3

	 	 	 	received by the Company (the “Notice Date”)
        or (ii) as the average of the Fair Market Values for each of the five
        trading days preceding the Notice Date, whichever results in a higher
        Fair Market Value. "Fair Market Value" means as to any security, the average
        closing prices of such security's sales on the National Association of
        Securities Dealers electronic over-the-counter bulletin board (“OTCBB”),
        or if not quoted on the OTCBB, the primary securities exchanges on which
        such security may at the time be listed (the “Principal Market”)
        for the day as of which "Fair Market Value" is being determined, or, if
        there have been no sales on any such exchanges on any day, the average
        of the highest bid and lowest asked prices on all such exchanges at the
        end of such day. If the Common Stock is not listed or admitted to unlisted
        trade privileges and bid and asked prices are not so reported, the Fair
        Market Value shall be determined in such reasonable manner as may be prescribed
        by the Board of Directors of the Company. 

       By way of illustration for the purposes of this Section
        1(c)(ii), the Holder may elect to receive shares equal to the value of
        this Warrant (or the portion thereof being canceled) by surrender of this
        Warrant, computed using the following formula: 

	 	 	 	 


	 	 	 	 	X = Y(A-B) 
           
      A 
	 	 	 	 	 
	 	 	 	Where:	X = The number of shares of Common Stock to be issued
        to the Holder 

	 	 	 	 	 
	 	 	 	 	Y = The number of Shares purchasable under this Warrant
        (at the date of such calculation) with respect to which this Warrant is
        exercised 

	 	 	 	 	 
	 	 	 	 	A = The Fair Market Value of one share of Common Stock (at the date of
      exercise of this Warrant) 
	 	 	 	 	 
	 	 	 	 	B = The Exercise Price (as adjusted to the date of such calculation) 


Upon said surrender and payment, the Company will issue to
  the Holder named in the Purchase Form, the number of shares of Warrant Stock
  subscribed for and the said Holder will become a shareholder of the Company
  in respect of the said Warrant Stock as of the date of said surrender and payment,
  notwithstanding that the stock transfer books of the Company shall then be closed
  or that certificates representing such shares of Common Stock shall not then
  be actually delivered to the Holder. Within five (5) business days of said surrender
  and payment, the Company will mail to said person at the address specified in
  the Purchase Form a certificate or certificates evidencing the Warrant Stock
  subscribed for.

 If this Warrant should be exercised in part only, the Company
  shall, upon surrender of this Warrant for cancellation, execute and deliver
  a new Warrant evidencing the right of the Holder to purchase 





4 

 the balance of the shares purchasable hereunder. Notwithstanding
  any provision herein, the Exercise Price shall only be adjusted pursuant to
  the provisions of paragraph (3) herein. 

 (2) FRACTIONAL SHARES. No fractional shares or scrip
  representing fractional shares shall be issued upon the exercise of this Warrant.
  With respect to any fraction of a share called for upon any exercise hereof,
  the Company shall pay to the Holder an amount in cash equal to such fraction
  multiplied by the Fair Market Value of such fractional share.

 (3) ADJUSTMENT OF SHARES/EXERCISE PRICE.

	 	(a) 	The exercise price and the number of Shares deliverable upon the exercise
      of the Warrants shall be subject to adjustment in the events and in the
      manner following: 
	 	 	 


	 	 	 	(i)      if and whenever
        the Shares at any time outstanding shall be subdivided into a greater,
        or consolidated into a lesser number of shares, or in the event of any
        payment by Quincy of a stock dividend, the exercise price shall be decreased
        or increased proportionately as the case may be; upon any such subdivision,
        consolidation, or payment of a stock dividend, the number of shares deliverable
        upon the, or payment of a stock dividend, the number of shares deliverable
        upon the exercise of the Warrants shall be increased or decreased proportionately
        as the case may be;

	 	 	 	 
	 	 	 	(ii)      in case of any capital
        reorganization or of any reclassification of the capital of Quincy or
        in case of the consolidation, merger or reorganization of Quincy with
        or into any other company, each Warrant shall, after such capital reorganization,
        reclassification of capital, consolidation, or merger, confer the right
        to purchase the number of shares or other securities of Quincy or of the
        company resulting from such capital reorganization, reclassification,
        consolidation, or merger, as the case may be, to which the Holder of the
        shares deliverable at the time of such capital reorganization, reclassification
        of capital, consolidation, or merger, upon the exercise of such Warrant
        would have been entitled on such capital reorganization, reclassification,
        consolidation, merger or amalgamation and in any case, if necessary, appropriate
        adjustments shall be made in the application of the provisions set forth
        herein shall thereafter correspondingly be made applicable as nearly as
        may reasonably be in relation to any shares or other securities thereafter
        deliverable on the exercise of the Warrants. The subdivision or consolidation
        of shares at any time outstanding into a greater or lesser number of shares
        (whether with or without par value) shall not be deemed to be a capital
        reorganization or a reclassification of the capital of Quincy for purposes
        of this paragraph; and 

       (iii)      the adjustments
        provided for in this section are cumulative. 










5

	 	(b)	 If any event occurs as to which the provisions of
        this Warrant Certificate are not strictly applicable but the failure to
        make any adjustment would not, in the reasonable discretion of the Board
        of Directors of the Company, fairly and adequately protect the rights
        of the Holder in accordance with such intent and principles of such provision,
        then there shall be made such adjustments in accordance with such intent
        and principles, as the Board of Directors of the Company shall determine
        to be reasonably necessary to protect such purchase rights of the Warrants,
        but in no event shall any such adjustment have the effect of increasing
        the Exercise Price unless contemplated by this Warrant Certificate. 

	 	 	 
	 	(c) 	If any questions shall at any time arise with respect
        to the exercise price, such question shall be conclusively determined
        by Quincy's Auditors, or, if they decline to so act, any other firm of
        Certified Public Accountants that Quincy may designate and who shall have
        access to all appropriate records and such determination shall be binding
        upon Quincy and the Holder. 



(4) COVENANTS OF COMPANY.

	 	(a) 	The Company covenants that during the period the Warrant is outstanding,
      it will reserve from its authorized and unissued Common Stock a sufficient
      number of shares to provide for the issuance of the Warrant Stock upon the
      exercise of any purchase rights under this Warrant. The Company further
      covenants that its issuance of this Warrant shall constitute full authority
      to its officers who are charged with the duty of executing stock certificates
      to execute and issue the necessary certificates for the Warrant Stock upon
      the exercise of the purchase rights under this Warrant.
	 	 	 
	 	(b)	 The Company shall not by any action, including,
        without limitation, amending its certificate of incorporation or through
        any reorganization, transfer of assets, consolidation, merger, dissolution,
        issue or sale of securities or any other voluntary action, avoid or seek
        to avoid the observance or performance of any of the terms of this Warrant,
        but will at all times in good faith assist in the carrying out of all
        such terms and in the taking of all such actions as may be necessary or
        appropriate to protect the rights of Holder against impairment. Without
        limiting the generality of the foregoing, the Company will (i) not increase
        the par value of any shares of Common Stock receivable upon the exercise
        of this Warrant above the amount payable therefor upon such exercise immediately
        prior to such increase in par value, (ii) take all such action as may
        be necessary or appropriate in order that the Company may validly and
        legally issue fully paid and nonassessable shares of Common Stock upon
        the exercise of this Warrant, and (iii) use its best efforts to obtain
        all such authorizations, exemptions or consents from any public regulatory
        body having jurisdiction thereof as may be necessary to enable the Company
        to perform its obligations under this Warrant. 

	 	 	 
	 	(d)	 Before taking any action which would cause an adjustment reducing the
      current Exercise Price below the then par value, if any, of the shares of
      Common Stock







6

	 	 	issuable upon exercise of the Warrants, the Company shall take any corporate
      action which may be necessary in order that the Company may validly and
      legally issue fully paid and non-assessable shares of such Common Stock
      at such adjusted Exercise Price. 
	 	 	 
	 	(e)	 Before taking any action which would result in an adjustment in the number
      of shares of Common Stock for which this Warrant is exercisable or in the
      Exercise Price, the Company shall obtain all such authorizations or exemptions
      thereof, or consents thereto, as may be necessary from any public regulatory
      body or bodies having jurisdiction thereof. 
	 	 	 
	 	(f) 	The Company covenants that during the period the
        Warrant is outstanding, it will use its best efforts to comply with any
        and all reporting obligations under the Securities Exchange Act of 1934,
        as amended. 

	 	 	 
	 	(g) 	The Company will take all such reasonable action
        as may be necessary (i) to maintain a Principal Market for its Common
        Shares in the United States and (ii) to assure that such Warrant Stock
        may be issued as provided herein without violation of any applicable law
        or regulation, or of any requirements of the Principal Market upon which
        the Common Stock may be listed. 

	 	 	 
	 	(h) 	The Company shall preserve and maintain its corporate
        existence and all licenses and permits that are material to the proper
        conduct of its business and it shall refrain from changing its name. 

	 	 	 
	 	(i) 	The Company acknowledges that it has agreed to file
        and to cause to become effective one or more registration statements under
        the 1933 Act (each, a “Registration Statement”) covering the
        resale of shares for which this Warrant may be exercisable under the terms
        of that certain Subscription Agreement by and between the Company and
        original Holder dated March 31, 2004 (the “Subscription Agreement”).
        Subject to the terms set forth in the Subscription Agreement, the Company
        agrees to take all reasonable action as may be necessary to permit the
        Holder of this Warrant to resale the Warrant Stock under an effective
        Registration Statement and to inure to the registration rights granted
        under the Subscription Agreement. The Company shall provide the Holder
        with a copy of the Subscription Agreement upon written request. 

	 	 	 
	 	(j) 	The Company will not close its shareholder books or records in any manner
      which prevents the timely exercise of this Warrant. 


(5) EXCHANGE, ASSIGNMENT OR LOSS OF WARRANT. This Warrant
  is exchangeable, without expense, at the option of the Holder, upon presentation
  and surrender hereof to the Company or at the office of its stock transfer agent,
  if any, for other Warrants of different denominations entitling the Holder thereof
  to purchase in the aggregate the same number of shares of Common Stock purchasable
  hereunder. This Warrant may not be sold, transferred, assigned or




7 

 hypothecated except to affiliates of the Holder (including,
  but not limited to, officers, directors, partners, persons holding 10% or more
  of the voting rights of such Holder, subsidiaries and affiliated entities),
  unless an exemption from the registration requirements of the United States
  Securities Act of 1933, as amended (the “1933 Act”), is available
  and the Holder has complied with the requirements set forth in the Assignment
  Form annexed hereto. Any such assignment shall be made by surrender of this
  Warrant to the Company or at the office of its stock transfer agent, if any,
  with the Assignment Form annexed hereto duly executed together with a written
  opinion of counsel to the effect that the proposed assignment will not violate
  applicable securities laws; whereupon the Company shall, without charge, execute
  and deliver a new Warrant in the name of the assignee named in such instrument
  or assignment and this Warrant shall promptly be cancelled. This Warrant may
  be divided or combined with other Warrants which carry the same rights upon
  presentation hereof at the office of the Company or at the office of its stock
  transfer agent, if any, together with a written notice specifying the names
  and denominations in which new Warrants are to be issued and signed by the Holder
  hereof. The term "Warrant" as used herein includes any Warrants issued in substitution
  for or replacement of this Warrant, or into which this Warrant may be divided
  or exchanged. Upon receipt by the Company of evidence satisfactory to it of
  the loss, theft, destruction or mutilation of this Warrant, and (in the case
  of loss, theft or destruction) of reasonably satisfactory indemnification, and
  upon surrender and cancellation of this Warrant, if mutilated, the Company will
  execute and deliver a new Warrant of like tenor and date. Any such new Warrant
  executed and delivered shall be the legal valid and binding obligation of the
  Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated
  shall be at any time enforceable by anyone.

 (6) RIGHTS OF THE HOLDERS. The Holder shall not, by
  virtue hereof, be entitled to any rights of a shareholder in the Company, either
  at law or equity, and the rights of the Holder are limited to those expressed
  in the Warrant and are not enforceable against Quincy except to the extent set
  forth herein.

 (7) NOTICE. Any notices or certificates by Quincy to
  the Holder and by the Holder to Quincy shall be deemed delivered if in writing
  and delivered personally or sent by certified mail, to the Holder, addressed
  to it in care of Holder, at the address set forth below the Holder’s name
  below, or if the Holder has designated, by notice in writing to the Company,
  any other address, to such other address, and if to the Company, addressed to
  it, Quincy Gold Corp., 309 Center Street, Hancock, Michigan, United States of
  America. Quincy may change its address by written notice to Holder and Holder
  may change its address by written notice to Quincy. 

 (8) COMPLIANCE WITH THE 1933 ACT .

	 	(a)	 Neither this Warrant nor the Common Stock issuable
        upon exercise thereof have been registered under the 1933 Act or under
        the laws of any state of the United States. This Warrant or the Common
        Stock or any other security issued or issuable upon exercise of this Warrant,
        may not be sold, transferred or otherwise disposed of unless registered
        under the 1933 or pursuant to an exemption from the registration requirements
        of the 1933 Act and all applicable state securities laws. 








 8

	 	(b) 	By accepting this Warrant, the Holder hereby represents
        and warrants to the Company: that this Warrant and the Common Stock to
        be issued herein, have not been approved or disapproved by the United
        States Securities and Exchange Commission, the State of Nevada, any other
        state securities agencies, or foreign jurisdictions and that it’s
        representations and warranties to the Company as set forth in the Subscription
        Agreement are true and correct on the date hereof.

	 	 	 
	 	(c) 	The Warrants represented by this Warrant Certificate
        may only be exercised by or on behalf of a holder who, at the time of
        exercise, either:

	 	 	 


	 	 	(i)	 provides written confirmation that the undersigned
        was the original purchaser in the Company’s private placement in
        the United States (the “Initial Purchaser”) under which the
        Warrants were issued and the representations and warranties made to the
        Company in the Subscription Agreement executed and delivered in connection
        with the acquisition of the Warrants remain true and correct on the Exercise
        Date; or 

	 	 	 	 
	 	 	(ii)	 provides a written opinion of counsel, in a form
        and from counsel reasonably acceptable to the Company, that the Common
        Stock to be delivered upon exercise of the Warrants are exempt from such
        registration requirements, the 1933 Act and the securities laws of all
        applicable states of the United States. 

	 	 	 	 


	 	(d) 	The certificates evidencing the Common Shares shall
        bear, until such time as the same is no longer required under the applicable
        requirements of the 1933 Act and the securities laws of all applicable
        states of the United States, the following legend: 

       "THESE SECURITIES HAVE NOT BEEN REGISTERED
        UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
        ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND
        MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (I) TO THE COMPANY,
        (II) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION
        S UNDER THE 1933 ACT, (III) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION
        UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, OR (IV)
        IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION, IN THE CASE OF
        (III) AND (IV) AFTER PROVIDING AN OPINION OF COUNSEL OR OTHER EVIDENCE
        SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION
        UNDER THE 1933 ACT."

	 	 	 
	 	(e) 	The certificates evidencing the Common Shares, if
        issued prior to April 22, 2005, shall bear the following legends: 











 9

	 	 	UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE
        HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE APRIL 22, 2005.
      

       WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE
        AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES
        REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED
        OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE
        OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT
        UNTIL APRIL 22, 2005. 




(10) MISCELLANEOUS.

	 	(a): 	Governing Law. This Warrant shall be governed by, and
        construed in accordance with, the laws of the State of Nevada, (without
        reference to its rules governing the choice or conflict of laws that would
        cause the laws of any other jurisdiction to be applied), and the parties
        hereto irrevocably attorn and submit to the exclusive jurisdiction of
        the courts of Michigan with respect to the enforcement of any arbitration
        decision related to this Warrant Agreement. Any controversy arising out
        of, connected to, or relating to any matters herein of the transactions
        between Holder and Company (including for purposes of arbitration, officers,
        directors, employees, controlling persons, affiliates, professional advisors,
        attorneys, agents, or promoters of Company), on behalf of the undersigned,
        or this Agreement, or the breach thereof, including, but not limited to
        any claims of violations of Federal and/or State Securities Acts, Banking
        Statutes, Consumer Protection Statutes, Federal and/or State anti-Racketeering
        (e.g. RICO) claims as well as any claims relating or deriving from the
        Securities, Warrants, or underlying securities law and any State Law claims
        of fraud, negligence, negligent misrepresentations, and/or conversion
        or any foreign laws, shall be settled by arbitration; and in accordance
        with this paragraph and judgment on the arbitrator's award may be entered
        in any court having jurisdiction thereof in accordance with the provisions
        of Washington Law. Holder waives any right to punitive damage claims.
        In the event of such a dispute, each party to the conflict shall select
        an arbitrator, both of whom shall then select a third arbitrator, which
        shall constitute the three person arbitration board. The decision of a
        majority of the board of arbitrators, who shall render their decision
        within thirty (30) days of appointment of the final arbitrator, shall
        be binding upon the parties. The prevailing party on any action to enforce
        rights hereunder shall be entitled, in addition to any court awarded damages,
        their costs and reasonable attorney's fees, whether at trial, or on appeal.
      

      
	 	 	 
	 	(b) 	Nonwaiver and Expenses. No course of dealing or any
        delay or failure to exercise any right hereunder on the part of Holder
        shall operate as a waiver of such right or otherwise prejudice Holder’s
        rights, powers or remedies, notwithstanding all rights








10

	 	 	hereunder terminate on the Termination Date. If the
        Company fails to comply with any material provision of this Warrant, the
        Company shall pay to Holder such amounts as shall be sufficient to cover
        any costs and expenses including, but not limited to, reasonable attorneys’
        fees, including those of appellate proceedings, incurred by Holder in
        collecting any amounts due pursuant hereto or in otherwise enforcing any
        of its rights, powers or remedies hereunder. 

	 	 	 
	 	(c) 	Limitation of Liability. No provision hereof, in
        the absence of affirmative action by Holder to purchase shares of Common
        Stock, and no enumeration herein of the rights or privileges of Holder
        hereof, shall give rise to any liability of Holder for the purchase price
        of any Common Stock or as a stockholder of the Company, whether such liability
        is asserted by the Company or by creditors of the Company. 

	 	 	 
	 	(d) 	Remedies. Holder, in addition to being entitled to
        exercise all rights granted by law, including recovery of damages, will
        be entitled to specific performance of its rights under this Warrant.

	 	 	 
	 	(e)	 Successors and Assigns. Subject to applicable securities
        laws, this Warrant and the rights and obligations evidenced hereby shall
        inure to the benefit of and be binding upon the successors of the Company
        and the successors and permitted assigns of Holder. The provisions of
        this Warrant are intended to be for the benefit of all Holders from time
        to time of this Warrant and shall be enforceable by any such Holder or
        holder of Warrant Shares. 

	 	 	 
	 	(f) 	Indemnification. The Company agrees to indemnify
        and hold harmless Holder from and against any liabilities, obligations,
        losses, damages, penalties, actions, judgments, suits, claims, costs,
        attorneys’ fees, expenses and disbursements of any kind which may
        be imposed upon, incurred by or asserted against Holder in any manner
        relating to or arising out of any failure by the Company to perform or
        observe in any material respect any of its covenants, agreements, undertakings
        or obligations set forth in this Warrant; provided, however, that such
        liabilities, obligations, losses, damages, penalties, actions, judgments,
        suits, claims, costs, attorneys’ fees, expenses or disbursements
        resulted from Holder’s negligence, bad faith or willful misconduct
        in its capacity as a stockholder or warrantholder of the Company.

	 	 	 
	 	(g) 	Amendment. This Warrant may be modified or amended or the provisions hereof
      waived with the written consent of the Company and the Holder. 
	 	 	 
	 	(h) 	Severability. Wherever possible, each provision of
        this Warrant shall be interpreted in such manner as to be effective and
        valid under applicable law, but if any provision of this Warrant shall
        be prohibited by or invalid under applicable law, such provision shall
        be ineffective to the extent of such prohibition or invalidity, without
        invalidating the remainder of such provisions or the remaining provisions
        of this Warrant. 

	 	 	 
	 	(i) 	Time of Essence. Time shall be of the essence hereof. 







11

	 	(j)	 If any time prior to the expiration of the Warrant Certificate evidenced
      hereby: 
	 	 	 


	 	 	(i)	 The Company shall declare any dividend on the Common Shares payable in
      shares of capital stock of the Company, cash or other property; or 
	 	 	 	 
	 	 	(ii) 	The Company shall authorize the issue of any options, warrants or rights
      pro rata to all holders of Common Shares entitling them to subscribe for
      or purchase any shares of stock of the Company or to receive any other rights;
      or
	 	 	 	 
	 	 	(iii)	 The Company shall authorize the distribution pro rata to all holders
      of Common Shares of evidences of its indebtedness or assets excluding cash
      dividends or cash distributions paid out of retained earnings or retained
      surplus); or 
	 	 	 	 
	 	 	(iv) 	There shall occur any reclassification of the Common Shares, or any consolidation
      or merger of the Company with or into another corporation (other than a
      consolidation or merger in which the Company is the continuing corporation
      and which does not result in any reclassification of the Common Shares)
      or a sale or transfer to another corporation of all or substantially all
      of the properties of the Company; or 
	 	 	 	 
	 	 	(v)	 There shall occur the voluntary or involuntary liquidation, dissolution
      or winding upon of the affairs of the Company;
	 	 	 	 


	 	 	then, and in each of such cases, the Company shall
        deliver to the registered holder hereof, at the last known address of
        such holder appearing on the books of the Company, as promptly as practicable
        but in any event at least 15 days prior to the applicable record date
        (or determination date) mentioned below, a notice stating, to the extent
        such information is available, (i) the date on which a record is to be
        taken for the purpose of such dividend, distribution or rights, or, if
        a record is not to be taken, the date as of which the holders of Common
        Shares of record to be entitled to such dividend, distribution or rights
        are to be determined, or (ii) the date on which such reclassification,
        consolidation, merger, sale, transfer, liquidation, dissolution or winding
        up is expected to become effective and the date as of which it is expected
        that holders of Common Shares of record shall be entitled to exchange
        their Common Shares for securities or other property deliverable upon
        such reclassification, consolidation, merger, sale, transfer, liquidation,
        dissolution or winding up. 

	 	 	 
	 	(k)	 While this Warrant Certificate remains outstanding,
        the Company will mail to the persons in whose name this Warrant Certificate
        is registered copies of all reports and correspondence which the Company
        mails to its stockholders.



* * * * *




12 

 Dated this 21st day of December, 2004.

	 	COMPANY: 

       QUINCY GOLD CORP.

       By:    _______________________________

        Title: _______________________________




 


ATTEST:

____________________________________

                                                            
  , Secretary

	 	HOLDER: 

       RAB SPECIAL SITUATIONS LP

       By:    _______________________________

        Title: _______________________________

      











Purchase Form to be used to exercise Warrant:

 QUINCY GOLD CORP. 

  (a Nevada Corporation) 

  309 Center Street 

  Hancock, MI 49930 

 Date:                
  , 200 ____ 

 The undersigned hereby elects irrevocably to exercise the within
  Warrant and to purchase shares of the common Stock of the Company called for
  thereby, and hereby makes payment of $ ____________  (at the rate of
  CAD $0.65 per share of the Common Stock) in payment of the Exercise Price
  pursuant thereto. Please issue the shares of the Common Stock as to which this
  Warrant is exercised in accordance with the instructions given below.

 The capitalized terms used herein have the meanings set forth
  in the Warrant. In connection with the exercise of the warrant certificate,
  the undersigned represents as follows: (Please check the ONE box applicable):

	 ̈	1. 	The undersigned hereby certifies that (i) it was
        the original purchaser in the Company’s private placement in which
        the Warrants were issued, (ii) it is an “accredited investor”
        (as defined under Rule 501(a) of Regulation D of United States Securities
        Act of 1933 as amended (the “US Securities Act”) and (iii)
        the representations and warranties made to the Company in connection with
        the acquisition of the Units remain true and correct on the date of this
        subscription form. 

	 	 	 
	 ̈	2. 	The undersigned is delivering a written opinion of
        counsel to the effect that the Warrants and the Common Stock to be delivered
        upon exercise hereof are exempt from registration requirements of the
        US Securities Act. 



If any Warrants represented by this Warrant certificate are
  not being exercised, a new Warrant certificate will be issued and delivered
  with the Common Share certificates.

	 	Signature: ______________________________________

       Signature Guaranteed: _____________________________




INSTRUCTIONS FOR REGISTRATION OF STOCK

 Name: _____________________________

                        
  (Print in Block Letters)

 Address: ________________________________

              NOTICE:
  The signature to the form to exercise must correspond with the name as written
  upon the face of the within Warrant in every particular without alteration or
  enlargement or any change whatsoever, and must be guaranteed by a bank, other
  than a savings bank, or by a trust company or by a firm having membership on
  a registered national securities exchange.








 TRANSFER FORM

 For value received, the undersigned hereby sells, transfers
  and assigns

 unto __________________________________________________________________

                               (please
  print name of transferee) 

	of 	 	_________________________________

      _________________________________

      _________________________________

        (please print address of transferee) 



 ________________________________________________________ Warrants represented

  (please insert number of Warrants to be transferred) 


by the within certificate. 

 DATED this               day
  of                     ,
  20 .

	 	_________________________________

      NOTICE: THE SIGNATURE TO THIS TRANSFER MUST CORRESPOND WITH THE NAME AS
      WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION
      OR ENLARGEMENT, OR ANY CHANGE WHATEVER 




	Signature 

    	 
	guaranteed by: 	______________________________________

      NOTICE: THE SIGNATURE OF THE TRANSFEROR SHOULD BE GUARANTEED BY A BANK,
      FINANCIAL INSTITUTION OR STOCK BROKER WHOSE SIGNATURE IS ACCEPTABLE TO THE
      COMPANY. 


* The signature of this transfer must correspond exactly with
  the name as written on the face page hereof. 

 Warrants shall only be transferable in accordance with applicable
  laws and the resale of Warrants and Common Shares issuable upon exercise of
  Warrants may be subject to restrictions under such laws.