ex_10-11.htm


    
      

      

    

    EXHIBIT
10.11

     

    THIS
SHARE PURCHASE WARRANT WILL BE VOID AND OF NO VALUE

    AFTER
THE CLOSE OF BUSINESS ON THE TERMINATION DATE.

     

    SHARE
PURCHASE WARRANT

    to
purchase restricted shares of common stock in the capital of

     

    RED
LAKE EXPLORATION, INC.

     

    This
is to certify that, for value received, the bearer, _____________________
(the “Bearer”), of
this share purchase warrant has the right to purchase, upon and subject to the
terms and conditions referred to in this share purchase warrant, at any time up
to 5:00 p.m. Pacific Standard Time on April 21, 2010 (the “Termination
Date”),
___________ (____________) restricted shares of common stock (the “Restricted
Shares”) in the capital of the Company at the price of $0.35 per
Restricted Share in lawful money of the United States.

     

    The
right to purchase the Restricted Shares may only be exercised by the Bearer
within the time set out by

     

    
      	 
      	
              (i)

            	
              duly
      completing in the manner indicated and signing the attached subscription
      form,

            


    

     

    
      	 
      	
              (ii)

            	
              paying
      the appropriate purchase price for the restricted shares subscribed for
      either in cash, by certified cheque payable at par or, by wire transfer,
      and

            


    

     

    
      	 
      	
              (iii)

            	
              delivering
      to the Company the signed subscription form and payment in full for the
      Restricted Shares.

            


    

     

    Upon
surrender and payment by the Bearer, the Company will issue to the Bearer or its
nominee the number of Restricted Shares subscribed for and the Bearer or its
nominee will become a shareholder of the Company in respect of the Restricted
Shares as of the date of the surrender and payment. Within 30 days of
the surrender and payment the Company will mail to the Bearer at the address or
addresses specified in the subscription form a certificate or certificates
evidencing the Restricted Shares subscribed for. If the Bearer of this warrant
subscribes for a lesser number of Restricted Shares than the number of
Restricted Shares referred to in this warrant the Bearer will be entitled to
receive a further warrant in respect of the Restricted Shares referred to in
this warrant but not subscribed for.

     

    If
any subdivision or subdivisions of the shares of common stock in the capital of
the Company, as constituted on April 21,
2008, occurs at any time while this warrant is outstanding, resulting in
a greater number of shares of common stock being issued and outstanding, and the
Bearer subsequently exercises any share purchase warrants, the Company will
deliver at the time of purchase of Restricted Shares hereunder, in addition to
the number of Restricted Shares in respect of which the right to purchase is
then being exercised, such additional number of Restricted Shares as result from
the subdivision or subdivisions without the Bearer having to make any additional
payment or give any other consideration therefor.

     

    If
any consolidation or consolidations of the shares of common stock in the capital
of the Company, as constituted on April 21,
2008, occurs at any time while this warrant is outstanding, resulting in
a lesser number of shares of common stock being issued and outstanding, the
Company will deliver and the Bearer will accept, at the time of purchase of
Restricted Shares hereunder, in lieu of the number of Restricted Shares in
respect of which the right to purchase is then being exercised, the lesser
number of Restricted Shares as result from such consolidation or
consolidations.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    If
any change of the shares of common stock in the capital of the Company, as
constituted on April 21,
2008, occurs at any time while this warrant is outstanding, the Company
will thereafter deliver at the time of purchase of Restricted Shares hereunder
the number of Restricted Shares of the appropriate class resulting from the said
change as the Bearer would have been entitled to receive in respect of the
number of Restricted Shares so purchased had the right to purchase been
exercised before such change.

     

    If
the Company, at any time while this warrant is outstanding, will pay any stock
dividend or stock dividends upon the shares of common stock in the capital of
the Company in respect of which the right to purchase is herein then given, the
Company will thereafter deliver at the time of purchase of Restricted Shares
hereunder in addition to the number of Restricted Shares in respect of which the
right of purchase is then being exercised, the additional number of Restricted
Shares of the appropriate class as would have been payable on the Restricted
Shares so purchased if they had been outstanding on the record date for the
payment of said stock dividend.

     

    The
Company will not be obligated to issue fractional shares in satisfaction of any
obligation under this share purchase warrant.

     

    The Company covenants and agrees with the Bearer that
the Company will give at least 30 days’ notice of the record date of any
dividend payment on its shares of common stock, and before issuing to its
shareholders pro rata rights to subscribe for any additional shares of common
stock, making any repayment of capital on its shares, consolidation or merging
with any other Company or selling or leasing a substantial part of its
undertaking. Such notice will be given by registered mail to ___________________________.

     

    The
Bearer, by acceptance of this share purchase warrant, agrees that this share
purchase warrant and all rights hereunder are non-transferable.

     

    Nothing
contained in this share purchase warrant will confer any right upon the Bearer
or any other person to subscribe for or purchase any shares of the Company at
any time subsequent to 5:00 p.m.
Pacific Standard Time, on the Termination
Date, and from and after such time, this share purchase warrant and all
rights hereunder will be void and of no value.

     

    The
holding of this warrant will not constitute the Bearer a shareholder of the
Company.

     

    The
Bearer acknowledges and agrees that the warrants, and any Restricted Shares
obtained as a result of the exercise of the warrants, may only be resold in
compliance with the Securities Act of 1933, pursuant to a registration statement
or an exemption from registration under the Securities Act of 1933. The Bearer
acknowledges that the share certificates representing the restricted shares
issued on the exercise of the warrants will bear a trading restriction legend
and may bear any other legend, if the legend or legends are reasonably required
by the Company to comply with state, federal or foreign law.

     

    If
a share purchase warrant becomes mutilated, lost, destroyed or stolen, the
Company, in its discretion, may issue and deliver a new warrant 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, or in lieu of, and in
substitution for such lost, destroyed or stolen warrant, and the substituted
warrant will be entitled to the benefit hereof and rank equally in accordance
with its terms with all other warrants issued or to be issued by the
Company.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    The
applicant for the issue of the new warrant pursuant hereto will bear the cost of
the issue therefore and in case of lost, destruction or theft furnish the
Company such evidence of ownership and of loss, destruction, or theft of the
warrant so lost, destroyed or stolen and it will 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 will pay
the reasonable charges of the Company in connection therewith.

     

    The
validity, interpretation and performance of this Warrant will be governed by the
laws of the State of Nevada, exclusive of conflicts of law rules.

     

    Time
will be of the essence hereof.

     

    IN
WITNESS WHEREOF the Company has caused its corporate seal, if any, to be hereto
affixed and this warrant to be signed by its President as of the 21st day of
April, 2008.

     

    
      	 
      	 
      	 
      	
              RED
      LAKE EXPLORATION, INC.

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              Per:

            	 
      
	 
      	 
      	 
      	
              Caitlin
      Jeffs -President