Filed by Automated Filing Services Inc. (604) 609-0244 - Quincy Gold Corp. - Exhibit 4.24





 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.
  

 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. 

      QUINCY GOLD CORP. 

  SHARE PURCHASE WARRANT 


VOID AFTER JUNE 21, 2006 

 This is to certify that for value received, ______________________
  (the “Warrantholder”) is entitled to purchase up to ______________________
  fully paid and non-assessable common shares (“Shares”) of QUINCY
  GOLD CORP. (the "Company") pursuant to this Share Purchase Warrant (the
  "Warrant") on the following terms and conditions:

	(a)	 the aforesaid Shares may be purchased at any time
        up to 5:00 p.m. (Toronto time), on June 21, 2006; 

	 	 
	(b) 	the exercise price is CAD $0.65 per share; 

	 	 
	(c)	 this Warrant may be exercised only at the head office
        of the Company; 

	 	 
	(d)	 this Warrant is non-transferable except as provided
        for herein; and 

	 	 
	(e)	 this Warrant has further terms and conditions attached
        thereto as set out in Schedule "A" attached hereto. 



The terms used herein shall have the same meaning as set out
  and used in the terms and conditions attached hereto as Schedule "A". 

Warrant Certificate No. 21/12/2004 – • 




IN WITNESS WHEREOF the Company has caused this Warrant Certificate to be executed
  effective December 21, 2004. 



	____________________________	)
	Daniel T. Farrell, President 	)
	 	)
	____________________________	)
	Daniel T. Farrell, Secretary	)
	 	)
	 	)




 2








 SCHEDULE "A" 

 TO THE SHARE PURCHASE WARRANTS 

  OF 

  QUINCY GOLD CORP.

  ISSUED DECEMBER 21, 2004 

 Terms and conditions attached to the Share Purchase Warrants
  of QUINCY GOLD CORP. 


ARTICLE ONE - INTERPRETATION 


Section 1.01 - Definitions 

 In these terms and conditions, unless there is something in
  the matter or context inconsistent therewith: 

	 	 (a)      	 "Company" means QUINCY GOLD CORP. until a successor
        corporation shall have become such in the manner prescribed in article
        7, and thereafter "Company” shall mean such successor corporation;
      

	 
	 	 (b)      	 "Company’s Auditors" means an independent
        firm of accountants duly appointed as auditors of the Company; 

	 
	 	 (c)      	 "Company’s Head Office" means 309 Center Street,
        Hancock, MI 49930 or such other registered office that the Company may
        from time to time have; 

	 
	 	 (d)      	 "Director" means a director of the Company for the
        time being, and reference, without more, to action by the directors means
        action by the directors of the Company as a board, or whenever duly empowered,
        action by a committee of the board; 

	 
	 	 (e)      	 “Exercise Price” means the exercise
        price indicated on the Warrant Certificate to which this Schedule “A”
        is attached; 

	 
	 	 (f)      	 "herein", "hereby" and similar expressions refer
        to these terms and conditions as the same may be amended or modified from
        time to time; and the expression "article" and "section" followed by a
        number refer to the specified article or section of these terms and conditions;
      

	 
	 	 (g)      	 "person" means an individual, corporation, partnership,
        trustee or any unincorporated organization and words importing persons
        have a similar meaning; 

	 
	 	 (h)      	 "Shares" means the common shares in the capital
        of the Company as constituted at the date hereof and any shares resulting
        from any subdivision or consolidation of the shares; 

	 
	 	 (i)      	 "Warrant Certificate" means the Share Purchase Warrant
        Certificate to which this Schedule A is attached; 

	 
	 	 (j)      	 “Warrant Exercise Form” means the exercise
        form for the Share Purchase Warrants attached to this Schedule “A”;
      



 Warrant Certificate No. 21/12/2004 – • 








 2

	 	 (k)      	 "Warrant Holder" means the registered holder of
        the Warrants as shown on the Warrant Certificate to which this Schedule
        “A” is attached; 

	 
	 	 (l)      	 “Warrant Holders” means all of the holders,
        from time to time, of outstanding Warrants issued by the Company; 

	 
	 	 (m)      	 “Warrant Transfer Form” means the transfer
        form for the Share Purchase Warrants attached to this Schedule “A”;
      

	 
	 	 (n)      	 "Warrants" means the Share Purchase Warrants of
        the Company issued and presently authorized as set out in section 2.01
        hereof and as outstanding from time to time; and 

	 
	 	 (o)      	 words importing the singular number include the
        plural and vice versa and words importing the masculine gender include
        the feminine and neuter genders. 

	 



Section 1.02 - Interpretation Not Affected by Headings 

 The division of these terms and conditions into articles and
  sections, and the insertion of headings, are for convenience of reference only
  and shall not affect the construction or interpretation thereof. 


Section 1.03 - Applicable Law

 The Warrants shall be construed in accordance with the laws
  of the State of Nevada.


ARTICLE TWO - ISSUE OF WARRANTS


Section 2.01 - Issue of Warrants 


The Warrants entitle the Warrant Holders to purchase an aggregate of 4,953,333 Shares which are authorized to be issued by the Company. 


Section 2.02 - Additional Warrants

 The Company may at any time and from time to time do further
  equity or debt financing and may issue additional shares, warrants or grant
  options or similar rights to purchase shares of its capital stock. 


Section 2.03 - Issue in Substitution for Lost Warrant Certificates 

	 	 (a)      	 In case a Warrant Certificate shall become mutilated,
        lost, destroyed or stolen, the Company in its discretion may issue and
        deliver a new Warrant Certificate of like date and tenor as the one mutilated,
        lost, destroyed or stolen, in exchange for and in place of and upon cancellation
        of such mutilated Warrant Certificate, or in lieu of, and in substitution
        for such lost, destroyed or stolen Warrant Certificate and the exchanged
        or substituted Warrant Certificate shall confer the same rights and benefits
        as such mutilated, lost, destroyed or stolen Warrant Certificate. 









3

	 	(b) 	The applicant for the issue of a new
        Warrant Certificate pursuant hereto shall bear the cost of the issue thereof
        and in case of loss, destruction or theft furnish to the Company such
        evidence of ownership and of loss, destruction or theft of the Warrant
        Certificate so lost, destroyed or stolen as shall be satisfactory to the
        Company in its discretion and such applicant may also be required to furnish
        indemnity in amount and form satisfactory to the Company in its discretion,
        and shall pay the reasonable charges of the Company in connection therewith.
      



Section 2.04 –Warrant Holder Not a Shareholder 


The holding of a Warrant shall not constitute a Warrant Holder a shareholder of the Company nor entitle him to any right or interest in respect thereof. 


ARTICLE THREE - OWNERSHIP AND TRANSFER 


Section 3.01 - Warrants Transferable

 The Warrants and the rights thereunder are transferable by
  the Holder by submitting to the Company the Warrant Transfer Form provided that
  the Warrants may only be transferred to a person who, in the opinion of counsel
  for the Company, is a person to whom the Warrant may legally be transferred
  without registration and without the delivery of a current prospectus under
  the U.S. Securities Act with respect thereto and then only against receipt of
  any agreement of such person to comply with the provisions of federal, state
  and/or provincial securities laws with respect to any resale or other disposition
  of such securities. The Warrant Holder shall bear all costs incurred by the
  Company in connection with the transfer, including the costs of the legal opinion
  referred to above.


Section 3.02 - Notice to Warrant Holders

 Unless herein otherwise expressly provided, any notice to
  be given hereunder to Warrant Holders shall be deemed to be validly given if
  mailed by prepaid post or if made, given or served by facsimile or other similar
  means of recorded transmission. Any notice so given shall be deemed to have
  been received on the day following such transmission. 


ARTICLE FOUR - EXERCISE OF WARRANTS


Section 4.01 - Method of Exercise of Warrants 

 The right to purchase Shares represented by the Warrant Certificate
  may be exercised by the Warrant Holder surrendering it, with a duly completed
  and executed Warrant Exercise Form together with cash, certified cheque or bank
  draft payable to or to the order of the Company for the Exercise Price in respect
  of the Shares subscribed for, in lawful money of Canada, to the Company at the
  Company’s Head Office. 


Section 4.02 - Effect of Exercise of Warrants

	 	 (a)      	 Upon surrender and payment as aforesaid the Shares
        so subscribed for, the Holder shall be deemed to have become the holder
        of record of such Shares on the date of such surrender and payment, and
        such shares shall be issued at the Exercise Price in effect on the date
        of such surrender and payment. 









4

	 	(b)  	Within five business days after surrender and payment as
      aforesaid, the Company shall forthwith cause to be delivered to the person
      in whose name the shares so subscribed for are to be issued as specified
      in the Warrant Exercise Form or cause to be mailed to him at his address
      specified in the Warrant Exercise Form, a certificate or certificates for
      the appropriate number of Shares not exceeding those which the Warrant Holder
      is entitled to purchase pursuant to the Warrant Certificate surrendered.
    


Section 4.03 - Subscription for Less than Entitlement 

 The Holder of the Warrant Certificate may subscribe for and
  purchase a number of Shares less than the number which he is entitled to purchase
  pursuant to the surrendered Warrant Certificate. In the event of any purchase
  of a number of Shares less than the number which can be subscribed for pursuant
  to the Warrant Certificate, the Holder upon exercise thereof shall, in addition,
  be entitled to receive a new Warrant Certificate in respect of the balance of
  the Warrants which he was entitled to exercise pursuant to the surrendered Warrant
  Certificate and which were not then exercised. Such new Warrant Certificate
  shall entitle the Holder to exerciser the balance of the Warrants at the same
  price and on the same terms and conditions as provided in the surrendered Warrant
  Certificate. 

 Section 4.04 - Warrants for Fractions of Shares 

 To the extent that the Holder of any Warrant Certificate is
  entitled to receive on the exercise or partial exercise thereof a fraction of
  a Share, such right may be exercised in respect of such fraction only in combination
  with another Warrant Certificate which in the aggregate entitle the Holder to
  receive a whole number of such Shares. 

 Section 4.05 - Expiration of Warrants

 After the expiration of the period within which a Warrant
  Certificate is exercisable, all rights thereunder shall wholly cease and terminate
  and such Warrant Certificate shall be void and of no effect. 

 Section 4.06 - Exercise Price

 The Exercise Price per share which must be paid to exercise
  the Warrants is as set forth on the face of the Warrant Certificate. 

 Section 4.07 - Adjustment of Exercise Price

 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: 

	 	 (a)      	 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 the Company 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; 









5

	 	(b) 	in case of any capital reorganization or of any reclassification
        of the capital of the Company or in case of the consolidation, merger
        or amalgamation of the Company with or into any other company, each Warrant
        shall, after such capital reorganization, reclassification of capital,
        consolidation, merger or amalgamation, confer the right to purchase the
        number of shares or other securities of the Company or of the company
        resulting from such capital reorganization, reclassification, consolidation,
        merger or amalgamation, as the case may be, to which the Holder of the
        shares deliverable at the time of such capital reorganization, reclassification
        of capital, consolidation, merger or amalgamation, 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 in this Article Four 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 the Company for the purposes of this paragraph; and
      

	 	 	 
	 	(c)	 If and whenever the Company 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 4(c) as the “record
        date”) for the issuance of rights, options or warrants to all or
        substantially all the holders of the outstanding Shares entitling them,
        for a period expiring not more than 45 days after such record date, to
        subscribe for or purchase Shares or securities convertible into or exchangeable
        for 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
        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 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 Shares
        outstanding on such record date plus the total number of additional Shares
        so offered (or into which the convertible or exchangeable securities so
        offered are convertible or exchangeable); Shares owned by or held for
        the account of the Company or any subsidiary of the Company 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 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. 

       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 Shares for the 20 consecutive trading days immediately
        before such date on the most senior stock exchange on which the Shares
        may then be listed and on which there is the greatest volume of trading
        of the 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










6

	 	 	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; and 

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


Section 4.08 - Determination of Adjustments

 If any questions shall at any time arise with respect to the
  Exercise Price, such question shall be conclusively determined by the Company's
  Auditors, or, if they decline to so act, any other firm of Chartered Accountants
  that the Company may designate and who shall have access to all appropriate
  records and such determination shall be binding upon the Company and the Warrant
  Holders. 

 ARTICLE FIVE - COVENANTS BY THE COMPANY 

 Section 5.01 - General Covenants

 The Company will reserve and there will remain unissued out
  of its authorized capital a sufficient number of Shares to satisfy the rights
  of purchase provided for herein should the Holders of all the Warrants from
  time to time outstanding determine to exercise such rights in respect of all
  Shares which they are or may be entitled to purchase pursuant thereto. 

 The Company will use its best efforts to maintain its corporate
  existence. 

 ARTICLE SIX - WAIVER OF CERTAIN RIGHTS 

 Section 6.01 - Immunity of Shareholders, etc. 

 The Warrant Holder hereby waives and releases any right, cause
  or action or remedy now or hereafter existing in any jurisdiction against any
  past, present or future incorporator, shareholder, director or officer (as such)
  of the Company for the issue of shares pursuant to any Warrant or on any covenant,
  agreement, representation or warranty by the Company herein contained. 


ARTICLE SEVEN - MODIFICATION OF TERMS, MERGER, SUCCESSORS 


Section 7.01 - Modification of Terms and Conditions for Certain Purposes 

 From time to time the Company may, subject to the provisions
  of these presents, and they shall, when so directed by these presents, modify
  the terms and conditions hereof, for any one or more or all of the following
  purposes: 

	 	 (a)      	 adding to the provisions hereof such additional covenants and enforcement
      provisions as, in the opinion of counsel for the Company, are necessary
      or advisable, provided however that such additional covenants and enforcement
      provisions do not affect the rights or obligations of the Warrant Holders;
    
	 
	 	 (b)      	 adding to or altering the provisions hereof in respect of the registration
      and transfer of the Warrants, making provision for the exchange of the Warrants
      for different denominations and making any modification in the form of the
      Warrant Certificate which does not affect the substance thereof; 











 7

	 	 (c)      	 for any other purpose not inconsistent with the terms hereof, including
      the correction or rectification of any ambiguities, defective provisions,
      errors or omissions herein; and 
	 
	 	 (d)      	 to evidence any succession of any corporation and the assumption by any
      successor of the covenants of the Company herein and in the Warrants contained
      as provided hereafter in this article. 



Section 7.02 - Company May Consolidate, etc. on Certain Terms 


Nothing herein contained shall prevent any consolidation, amalgamation or merger of the Company with or into any other corporation or corporations provided however that the corporation formed by such consolidation or into which such merger shall
have been made shall be a corporation organized and existing under the laws of Canada or of the United States of America, or any Province, State, District or Territory thereof, and shall, simultaneously with such consolidation, amalgamation or
merger, assume the due and punctual performance and observance of all the covenants and conditions hereof to be performed or observed by the Company. 


Section 7.03 - Successor Corporation Substituted 


In case the Company, pursuant to section 7.02, shall be consolidated, amalgamated or merged with or into any other corporation or corporations, the successor corporation formed by such consolidation or amalgamation, or into which the Company shall
have been merged shall succeed to and be substituted for the Company hereunder. Such changes in phraseology and form (but not in substance) may be made in the Warrants as may be appropriate in view of such consolidation, amalgamation, merger or
transfer. 


ARTICLE EIGHT- REGISTRATION RIGHTS


Section 8.01 – Registration Rights 


The Warrant Holder shall be entitled to such registration rights as set forth in Article 7 entitled “Registration Rights” of the Subscription Agreement between the Holder and the Company pursuant to which this Warrant is issued (the
“Subscription Agreement’). 


ARTICLE NINE- ENFORCEMENT 


Section 9.01 – Suits by Warrant Holder


All or any of the rights conferred upon the Warrant Holder by any of the terms or conditions of the Warrant or set out herein, or of both, may be enforced by the Warrant Holder by appropriate proceedings.








 WARRANT EXERCISE FORM

 TO: QUINCY GOLD CORP.

  309 Center Street

  Hancock, MI 49930 

 The undersigned Holder of Warrants hereby irrevocably exercises
  __________ Warrants and subscribes for _______ shares (the "Shares") of QUINCY
  GOLD CORP. issuable on exercise of the Warrants on the terms specified in the
  Warrant Certificate. 

 The undersigned acknowledges that, unless registered, the
  certificate(s) representing the Shares will be legended with the following legends:

	 	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 undersigned further acknowledges that, if issued prior to April 22, 2005
  the certificate(s) representing the Shares will be legended with the following
  legends

	 	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 

	 


The undersigned, in exercising the Warrant, represents and
  warrants to the Company that (i) the representations and warranties made to
  the Company in the Warrant Certificate and Schedule to which this Warrant Exercise
  From is attached are true and correct and (ii) it has reviewed the Company’s
  Quarterly Reports on Form 10-QSB and Annual Reports on Form 10-KSB on the Securities
  and Exchange Commission EDGAR website. 

 Warrant Certificate No. 21/12/2004 – • 








 ii

 In connection with the exercise of the warrant certificate,
  the undersigned represents as follows: (Please check the ONE box applicable):


	 ̈	1. 	The representations and warranties made to the Company
        in connection with the acquisition of the Warrants remain true and correct
        on the date of this Warrant Exercise Form.

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



The undersigned hereby directs that the said Shares be issued
  in the name of the undersigned and delivered to the address of the undersigned
  as shown on the register of Holders of Warrants, unless otherwise specified
  in the space provided below. 

	 NAME(S) IN FULL  	 ADDRESS(ES)  

      (include postal codes)  	 NUMBER OF  

      SHARES  	 NUMBER OF  

      WARRANTS  
	 	 	 	 
	 	 	 	 




  (Please Print)

DATED this ____________ day of ______________ , 20___.

	  	 )  	_____________________________________________ 
	_____________________________________________ 	 )  	 Signature  
	 Witness  	 )  	  
	  	 )  	_____________________________________________ 
	  	 )  	 Print full name  
	  	 )  	  
	  	 )  	_____________________________________________ 
	  	 )  	 Address in full  
	  	 )  	  
	  	 )  	_____________________________________________ 


 (The Company may require that the signature above be guaranteed,
  in which event the following must be completed.)

	Signature of Warrant holder guaranteed by:	_____________________________________________ 
	 	(Signature of Warrant holder) 
	 	_____________________________________________ 
	 	Name: 
	 	_____________________________________________ 
	 	(Authorized Signature Number)







WARRANT TRANSFER FORM  

TO: QUINCY GOLD CORP.

  309 Center Street 

  Hancock, MI, 49930

FOR VALUE RECEIVED, the undersigned Holder of Warrants hereby
  sells, assigns and transfers __________ Warrants of QUINCY GOLD CORP. (the “Company”)
  represented by the Warrant Certificate attached hereto and irrevocably appoints
  __________________ the attorney of the undersigned to transfer the said securities
  on the books or register with full power of substitution and confirms that the
  transfer is made in compliance with all applicable securities legislation and
  requirements of regulatory authorities. 

Such certificates (please check one):

	(a) 	__________	should be sent by first class mail to the following address
	 	 	 
	 	 	________________________________________________ ; or
	 	 	 
	(b) 	__________	should be held for pick up at the principal office of Equity Transfer
      Services Inc. 


If less than all the Warrants represented by this Warrant Certificate
  are being transferred, the Warrant Certificate representing those Warrants not
  transferred will be registered in the name appearing on the face of this Warrant
  Certificate and such certificates (please check one): 

	 (a)  	__________	 should be sent by first class mail to the following address 
    
	  	 	 
	  	 	 ________________________________________________ ; or 
    
	  	 	 
	 (b)  	__________	 should be held for pick up at the principal office of Equity
      Transfer Services Inc.  



DATED this ____________ day of ______________ , 20___.

	  	 )	_____________________________________________ 
	_________________________________	 )	 Signature  
	 Witness	 )	  
	  	 )	_____________________________________________ 
	  	 )	 Print full name  
	  	 )	  
	  	 )	_____________________________________________ 
	  	 )	 Address in full  
	  	 )	  
	  	 )	_____________________________________________ 




 (The Company may require that the signature above be guaranteed,
  in which event the following must be completed.) 

	Signature of Warrant holder guaranteed by:	_____________________________________________
	 	(Signature of Guarantor)
	 	_____________________________________________
	 	Name:
	 	_____________________________________________
	 	(Authorized Signature Number)


Warrant Certificate No. 21/12/2004 – •