Filed by Automated Filing Services Inc. (604) 609-0244 - Quincy Gold Corp. - Exhibit 4.2.6





 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER
  OF THIS SECURITY REPRESENTED HEREBY SHALL NOT TRADE THE SECURITIES 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.
  

 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
  BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.
  SECURITIES ACT”) OR OTHER APPLICABLE SECURITIES LAWS. THESE SECURITIES
  HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE
  AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN
  ACCORDANCE WITH THE PROVISIONS OF REGULATIONS S, RULE 901 THROUGH RULE 905,
  AND PRELIMINARY NOTES UNDER THE U.S. SECURITIES ACT OR (2) PURSUANT TO AN AVAILABLE
  EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT OR (3)
  PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT. HEDGING TRANSACTIONS INVOLVING
  THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES
  ACT. 

 THE BROKER’S WARRANTS EVIDENCED HEREBY ARE EXERCISABLE
  ON OR BEFORE 5:00 P.M. (TORONTO TIME) ON JUNE 21, 2006, AFTER WHICH TIME THE
  BROKER’S WARRANTS EVIDENCED HEREBY SHALL BE DEEMED TO BE VOID AND OF NO
  FURTHER FORCE OR EFFECT. 

 BROKER WARRANTS TO PURCHASE COMMON SHARES OF 

QUINCY GOLD CORP. 

  (Existing under the laws of Nevada) 

Void After 

  June 21, 2006 

                 THIS
  CERTIFIES that, for value received, NBCN CLEARING INC IN TRUST FOR KINGSDALE
  CAPITAL MARKETS INC. (the “Holder”), is the registered
  holder of 387,833 broker warrants (the “Broker Warrants”)
  each of which entitle the Holder, subject to the terms and conditions set forth
  in this Broker Warrant Certificate, to purchase from Quincy Gold Corp. (the
  “Corporation”), one share in the capital of stock of the
  Corporation (a “Share”), at any time until 5:00 p.m. (Toronto
  time) on June 21, 2006, at which time this Broker Warrant shall become wholly
  void and the unexercised portion of the subscription right represented hereby
  will 








 expire and terminate (the “Time of Expiry”)
  on payment of $0.45 per Share (the “Exercise Price”).
  The number of Shares which the Holder is entitled to acquire upon exercise of
  the Broker Warrants and the Exercise Price are subject to adjustment as hereinafter
  provided. 

	 1.      	 Exercise of Broker Warrants 
	 
	 	 (a)      	 Election to Purchase. The rights
        evidenced by this certificate may be exercised by the Holder in whole
        or in part and in accordance with the provisions hereof by delivery of
        an Election to Purchase in substantially the form attached hereto as Schedule
        1, properly completed and executed, together with payment by certified
        cheque or bank draft of the Exercise Price for the number of Shares specified
        in the Election to Purchase at the office of the Corporation at 120 Adelaide
        Street West, Suite 512, Toronto, Ontario M5H 1T1, or such other address
        in Canada as may be notified in writing by the Corporation (the “Corporation
        Office”). The election to purchase must be executed outside
        the United States. In the event that the rights evidenced by this certificate
        are exercised in part, the Corporation shall, contemporaneously with the
        issuance of the Shares issuable on the exercise of the Broker Warrants
        so exercised, issue to the Holder a Broker Warrant Certificate on identical
        terms in respect of that number of Shares in respect of which the Holder
        has not exercised the rights evidenced by this certificate. 

	 
	 	 (b)      	 Exercise. The Corporation shall,
        within three business days after receiving a duly executed Election to
        Purchase and the Exercise Price for the number of Shares specified in
        the Election to Purchase (the “Exercise Date”), issue
        that number of Shares specified in the Election to Purchase. 

	 
	 	 (c)      	 Certificates. As promptly as practicable
        after the Exercise Date, the Corporation shall issue and deliver to the
        Holder, registered in such name or names as the Holder may direct or if
        no such direction has been given, in the name of the Holder, a certificate
        or certificates for the number of Shares specified in the Election to
        Purchase. To the extent permitted by law, such exercise shall be deemed
        to have been effected as of the close of business on the Exercise Date,
        and at such time the rights of the Holder with respect to the number of
        Broker Warrants which have been exercised as such shall cease, and the
        person or persons in whose name or names any certificate or certificates
        for Shares shall then be issuable upon such exercise shall be deemed to
        have become the holder or holders of record of the Shares represented
        thereby. 

	 
	 	 (d)      	 Fractional Shares. No fractional
        Shares shall be issued upon exercise of this Broker Warrant and the Holder
        will not be entitled to any cash payment or compensation in lieu of a
        fractional Share. 

	 
	 	 (e)      	 Corporate Changes. 
	 
	 	 	 (i)      	 Subject to paragraph 1(e)(ii) hereof, if, after
        December 21, 2004 and prior to the Time of Expiry, the Corporation shall
        be a party to any reorganization, merger, dissolution or sale of all or
        substantially all of its 








 

	 	 	 
	assets, whether or not the Corporation is the surviving
        entity, the Broker Warrants evidenced by this certificate shall be adjusted
        so that the holder hereof shall be entitled to acquire the same number
        and type of securities to which the holder of that number of Shares of
        the Corporation subject to the unexercised Broker Warrants would have
        been entitled by reason of such reorganization, merger, dissolution or
        sale of all or substantially all of its assets (the “Event”),
        and the Exercise Price shall be adjusted to be the amount determined by
        multiplying the Exercise Price in effect immediately prior to the Event
        by the number of Shares subject to the unexercised Broker Warrants immediately
        prior to the Event, and dividing the product thereof by the number of
        securities to which the holder of that number of Shares subject to the
        unexercised Broker Warrants would have been entitled to by reason of such
        Event. 

	 
	 	 	 (ii)     
      
	 If the Corporation is unable to deliver securities
        to the Holder pursuant to the proper exercise of a Broker Warrant, the
        Corporation may satisfy such obligations to the Holder hereunder by paying
        to the Holder in cash ninety-five percent (95%) of the difference between
        the Exercise Price of all unexercised Broker Warrants granted hereunder
        and the Fair Market Value of the securities to which the Holder would
        be entitled to upon exercise of all unexercised Broker Warrants. Adjustments
        under this subparagraph (e) or (subject to subparagraph (o)) any determinations
        as to the Fair Market Value of any securities shall be made by the board
        of directors of the Corporation, or any committee thereof specifically
        designated by the board of directors to be responsible therefor, and any
        reasonable determination made by such board or committee thereof shall
        be binding and conclusive, subject only to any disputes being resolved
        by the Corporation’s auditors, whose determination shall be binding
        and conclusive. 

	 
	 	 (f)      	 Subdivision or Consolidation of Common
        Shares. 

	 
	 	 	 (i)      
	 In the event that, after December 21, 2004 and prior
        to the Time of Expiry, the Corporation shall subdivide its outstanding
        shares of common stock (“Common Shares”) into a greater
        number of shares, the Exercise Price in effect immediately prior to such
        subdivision shall be proportionately reduced, and conversely, in case
        the outstanding Common Shares shall be consolidated into a smaller number
        of shares, the Exercise Price in effect immediately prior to such consolidation
        shall be proportionately increased. 

	 
	 	 	 (ii)      
	 Upon each adjustment of the Exercise Price as provided
        herein, the Holder shall thereafter be entitled to acquire, at the Exercise
        Price resulting from such adjustment, the number of Shares (calculated
        to the nearest tenth of a Share) obtained by multiplying the Exercise
        Price in effect immediately prior to such adjustment by the number of
        Shares which may be acquired hereunder immediately prior to such adjustment
        and dividing the product thereof by the Exercise Price resulting from
        such adjustment. 








 

	 	 (g)      	 Change or Reclassification of Common
        Shares. In the event that, after December 21, 2004 and prior to the
        Time of Expiry, the Corporation shall change or reclassify its outstanding
        Common Shares into a different class of securities, the rights evidenced
        by the Broker Warrants shall be adjusted as follows so as to apply to
        the successor class of securities: 

	 
	 	 	 (i)     
      
	 the number of the successor class of securities
        which the Holder shall be entitled to acquire shall be that number of
        the successor class of securities which a holder of that number of Shares
        subject to the unexercised Broker Warrants immediately prior to the change
        or reclassification would have been entitled to by reason of such change
        or reclassification; and 

	 
	 	 	 (ii)      
	 the Exercise Price shall be determined by multiplying
        the Exercise Price in effect immediately prior to the change or reclassification
        by the number of Shares subject to the unexercised Broker Warrants immediately
        prior to the change or reclassification, and dividing the product thereof
        by the number of shares determined in paragraph 1(g)(i) hereof. 

	 
	 	 (h)      	 Offering to Shareholders. If and
        whenever at any time after December 21, 2004 and prior to the Time of
        Expiry, the Corporation shall fix a record date or if a date of entitlement
        to receive is otherwise established (any such date being hereinafter referred
        to in this subsection 1(h) as the “record date”) for
        the issuance of rights, options or warrants to all or substantially all
        the holders of the outstanding Common Shares entitling them, for a period
        expiring not more than 45 days after such record date, to subscribe for
        or purchase Common Shares or securities convertible into or exchangeable
        for Common Shares at a price per share or, as the case may be, having
        a conversion or exchange price per share less than 95% of the Fair Market
        Value (as hereinafter defined) on such record date, the Exercise Price
        shall be adjusted immediately after such record date so that it shall
        equal the price determined by multiplying the Exercise Price in effect
        on such record date by a fraction, of which the numerator shall be the
        total number of Common Shares outstanding on such record date plus a number
        equal to the number arrived at by dividing the aggregate subscription
        or purchase price of the total number of additional Common Shares offered
        for subscription or purchase or, as the case may be, the aggregate conversion
        or exchange price of the convertible or exchangeable securities so offered
        by such Fair Market Value, and of which the denominator shall be the total
        number of Common Shares outstanding on such record date plus the total
        number of additional Common Shares so offered (or into which the convertible
        or exchangeable securities so offered are convertible or exchangeable);
        Common Shares owned by or held for the account of the Corporation or any
        subsidiary of the Corporation shall be deemed not to be outstanding for
        the purpose of any such computation; such adjustment shall be made successively
        whenever such a record date is fixed; to the extent that any rights or
        warrants are not so issued or any such rights or warrants are not exercised
        prior to the expiration thereof, the Exercise Price shall then be readjusted
        to the Exercise Price which would then be in effect if such record date
        had not been fixed or to the Exercise Price which would then be in effect
        based 








 

	 	 	 upon the number of Common Shares or conversion
        or exchange rights contained in convertible or exchangeable securities
        actually issued upon the exercise of such rights or warrants, as the case
        may be. 

	 
	 	 (i)      	 Carry Over of Adjustments. No
        adjustment of the Exercise Price shall be made if the amount of such adjustment
        shall be less than 1% of the Exercise Price in effect immediately prior
        to the event giving rise to the adjustment, provided, however, that in
        such case any adjustment that would otherwise be required then to be made
        shall be carried forward and shall be made at the time of and together
        with the next subsequent adjustment which, together with any adjustment
        so carried forward, shall amount to at least 1% of the Exercise Price.
      

	 
	 	 (j)      	 Notice of Adjustment. Upon any
        adjustment of the number of Shares and upon any adjustment of the Exercise
        Price, then and in each such case the Corporation shall give written notice
        thereof to the Holder, which notice shall state the Exercise Price and
        the number of Shares or other securities subject to the unexercised Broker
        Warrants resulting from such adjustment, and shall set forth in reasonable
        detail the method of calculation and the facts upon which such calculation
        is based. Upon the request of the Holder there shall be transmitted promptly
        to the Holder a statement of the firm of independent chartered accountants
        retained to audit the financial statements of the Corporation to the effect
        that such firm concurs in the Corporation’s calculation of the change.
      

	 
	 	 (k)      	 Other Notices. In case at any time
        after December 21, 2004 and prior to the Time of Expiry: 

	 
	 	 	 (i)     
      
	 the Corporation shall declare any dividend upon
        its Common Shares payable in Common Shares; 

	 
	 	 	 (ii)      
	 the Corporation shall offer for subscription pro
        rata to the holders of its Common Shares any additional shares of any
        class or other rights; 

	 
	 	 	 (iii)      
	 there shall be any capital reorganization or reclassification
        of the capital stock of the Corporation, or consolidation, amalgamation
        or merger of the Corporation with, or sale of all or substantially all
        of its assets to, another corporation; or 

	 
	 	 	 (iv)      
	 there shall be a voluntary or involuntary dissolution,
        liquidation or winding-up of the Corporation, 

	 
	 	 	 then, in any one or more of such cases,
        the Corporation shall give to the Holder (A) at least 10 days’ prior
        written notice of the date on which a record date shall be taken for such
        dividend, distribution or subscription rights or for determining rights
        to vote in respect of any such reorganization, reclassification, consolidation,
        merger, amalgamation, sale, dissolution, liquidation or winding-up and
        (B) in the case of any such reorganization, reclassification, consolidation,
        merger, sale, dissolution, liquidation or winding-up, at least 10 days’
        prior written notice of the date when the same shall take place. Such
        notice in accordance with the 








 

	 	 	 foregoing clause (A) shall also specify, in the
        case of any such dividend, distribution or subscription rights, the date
        on which the holders of Common Shares shall be entitled thereto, and such
        notice in accordance with the foregoing clause (B) shall also specify
        the date on which the holders of Common Shares shall be entitled to exchange
        their Common Shares for securities or other property deliverable upon
        such reorganization, reclassification, consolidation, merger, amalgamation,
        sale, dissolution, liquidation or winding-up, as the case may be. 

	 
	 	 (l)      	 Shares to be Reserved. The Corporation will
        at all times keep available, and reserve, out of its authorized Common
        Shares, solely for the purpose of issue upon the exercise of the Broker
        Warrants, (i) such number of Shares as shall then be issuable upon the
        exercise of the Broker Warrants. The Corporation covenants and agrees
        that all such Shares which shall be so issuable will, upon issuance, be
        duly authorized and issued as fully paid and non-assessable. The Corporation
        will take all such actions as may be necessary to ensure that all such
        Shares may be so issued without violation of any applicable requirements
        of any exchange upon which the Common Shares may be listed or in respect
        of which the Common Shares are qualified for unlisted trading privileges.
        The Corporation will take all such actions are within its power to ensure
        that all such Shares may be so issued without violation of any applicable
        law. 

	 
	 	 (m)      	 Issue Tax. The issuance of certificates for
        Shares upon the exercise of Broker Warrants shall be made without charge
        to the Holder for any issuance tax in respect thereto, provided that the
        Corporation shall not be required to pay any tax which may be payable
        in respect of any transfer involved in the issuance and delivery of any
        certificate in a name other than that of the Holder. 

	 
	 	 (n)      	 Listing. The Corporation will, at its expense
        and as expeditiously as possible, use its best efforts to cause all Shares
        issuable upon the exercise of the Broker Warrants to be duly listed on
        the TSX Venture Exchange and/or any other stock exchange upon which the
        Common Shares may be then listed prior to the issuance of such shares.
      

	 
	 	 (o)      	 Fair Market Value. For the purposes of any
        computation hereunder, the “Fair Market Value” at any date
        shall be the weighted average sale price per share for the Common Shares
        of the Corporation for the 20 consecutive trading days immediately before
        such date on the most senior stock exchange in Canada on which the Common
        Shares may then be listed and on which there is the greatest volume of
        trading of the Common Shares for such 20 day period, or, if the shares
        or any other security in respect of which a determination of Fair Market
        Value is being made are not listed on any stock exchange, the Fair Market
        Value shall be determined by the directors, which determination shall
        be conclusive. The weighted average price shall be determined by dividing
        the aggregate sale price of all such shares sold on the said exchange
        during the said 20 consecutive trading days by the total number of such
        shares so sold. 








 

	2. 	Broker Warrant Replacement. 


                Upon
  receipt of evidence satisfactory to the Corporation of the loss, theft, destruction
  or mutilation of this Broker Warrant Certificate and, if requested by the Corporation,
  upon delivery of a bond of indemnity satisfactory to the Corporation (or, in
  the case of mutilation, upon surrender of this Broker Warrant Certificate),
  the Corporation will issue to the Holder a replacement certificate (containing
  the same terms and conditions as this Broker Warrant Certificate). 

	3.	 Expiry Date.


                 The
  Broker Warrants shall expire and all rights to purchase Shares hereunder shall
  cease and become null and void at 5:00 p.m. (Toronto time) on June 21, 2006.


	4. 	Covenant.


                 So
  long as any Broker Warrants remain outstanding the Corporation covenants that
  it shall do or cause to be done all things necessary to maintain its status
  as a reporting issuer not in default in the Offering Jurisdictions. 

	5. 	Defined Terms.


                 All
  capitalized terms used herein and not otherwise defined shall have the meaning
  ascribed thereto in the agency agreement dated as of December 21, 2004 between
  the Corporation and Kingsdale Capital Partners Inc., Inc. and Kingsdale Capital
  Markets Inc. (the “Agency Agreement”) relating to the Offering.

	6. 	Governing Law


                 The
  laws of the Province of Ontario and the laws of Canada applicable therein shall
  govern the Broker Warrants. 

	7. 	Successors


                 This
  Broker Warrant Certificate shall enure to the benefit of the Holder and its
  successors or assigns and shall be binding on the Corporation and its respective
  successors. 

	8. 	General


                 This
  Broker Warrant is non-assignable and non-transferable. 

                 By
  acceptance hereof, the Holder hereby represents and warrants to the Corporation
  that the Holder is acquiring this Broker Warrant as principal for its own account
  and not for the benefit of any other person. 

                 All
  amounts of money referred to in this Broker Warrant Certificate are expressed
  in lawful money of Canada. 




 

	9. 	Compliance With Miscellaneous Regulations


                By
  its signature on the Election to Exercise below, to the extent applicable to
  its business, the Holder represents and warrants that it has established appropriate
  and applicable programs, practices, and guidelines in compliance with rules
  and regulations of the Office of Foreign Assets Control, United States Treasury
  Department, including prohibition against trading with certain identified terrorist
  organizations. 

	10. 	Representations and Warranties of the Holder


                 As
  to U.S. Securities Laws, the Holder, by its signature on the Election to Exercise
  below, represents and warrants to the Corporation: 

	 	 (a)      	 THE HOLDER UNDERSTANDS THAT THIS WARRANT CERTIFICATE
        AND THE COMMON SHARES TO BE ISSUED HEREIN, HAVE NOT BEEN APPROVED
        OR DlSAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
        OR ANY OTHER STATE SECURITIES AGENCIES. 

	 
	 	 (b)      	 This Broker Warrant Certificate and the Shares to
        be issued herein may not be transferred, encumbered, sold, hypothecated,
        or otherwise disposed of to any person, without the express prior written
        consent of the Corporation and the prior opinion of counsel for the Corporation,
        that such disposition will not violate applicable Federal and/or State
        securities laws. Disposition shall include, but is not limited to acts
        of selling, assigning, transferring, pledging, encumbering, hypothecating,
        giving, and any form of conveying, whether voluntary or not. 

	 
	 	 (c)      	 To the extent that any applicable Federal and/or
        State securities laws shall require, the Holder hereby agrees that any
        Shares acquired pursuant to this Broker Warrant Certificate shall be without
        preference as to dividends, assets, or voting rights and shall have no
        greater or lesser rights per share than the securities issued for cash
        or its equivalent. 

	 
	 	 (d)      	 This Broker Warrant is subject in all respects to
        the terms and provisions of the Agency Agreement. 









                 IN
  WITNESS WHEREOF the Corporation has caused this Broker Warrant Certificate
  to be signed by a duly authorized officers. 

                 DATED
  as of the 21st day of December, 2004. 

	 	QUINCY GOLD CORP.
	 	 	 
	 	 	 
	 	 	 
	 	Per:	 
	 	 	Authorized Signing Officer 










 Schedule “1”


Election to Exercise 

                 The
  undersigned hereby irrevocably elects to exercise the number of Broker Warrants
  of Quincy Gold Corp. set out below for the number of Common Shares (or other
  property or securities subject thereto) as set forth below: 

	 	 (a)  	 Number of Broker Warrants to be Exercised:  	 	  
	 	 	 	 	 
	 	 (b)  	 Number of Common Shares to be Acquired:  	 	 
	 	 	 	 	 
	 	 (c)  	 Exercise Price per Common Shares:  	$	 
	 	 	 	 	 
	 	 (d)  	 Aggregate Purchase Price [(b) multiplied by (c)]  	$	 


and hereby tenders a certified cheque, bank draft or cash for such aggregate
  purchase  price, and directs such Common Shares to be registered and a
  certificate therefor to be  issued as directed below. 

                DATED
  this ____________day of ____________ , 200__ .  



	 	[NAME OF HOLDER] 
	 	 	 
	 	 	 
	 	Per:	 
	 	 	 
	 	 	 
	 	 
	 	Name of Registered Holder: 

	 	 
	 	 
	 	Address of Registered Holder: