Filed by Automated Filing Services Inc. (604) 609-0244 - Farallon Resources Ltd. - Exhibit 4.03






UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THE SECURITIES SHALL NOT TRADE THESE SECURITIES BEFORE MAY 1, 2004. 

Issue Date: December 31, 2003 

COMMON SHARE PURCHASE WARRANT 

  to acquire Common Shares of 

  FARALLON RESOURCES LTD.

  (incorporated under laws of the Province of British Columbia) 

  Suite 1020 – 800 West Pender Street 

  Vancouver, BC V6C 2V6 

  Telephone (604) 684-6365 Fax: (604) 684-8092 

THE RIGHT TO PURCHASE COMMON SHARES UNDER THIS WARRANT EXPIRES
AT 5:00 P.M. (VANCOUVER TIME) ON THE EARLIER OF (i) DECEMBER 31, 2005 OR (ii)
THE DATE THAT IS 45 DAYS FOLLOWING DELIVERY OF WRITTEN NOTICE TO THE WARRANT
HOLDER THAT THE PUBLISHED CLOSING TRADE PRICE OF THE COMPANY’S COMMON SHARES ON
THE TORONTO STOCK EXCHANGE HAS BEEN GREATER THAN OR EQUAL $1.00 FOR 10
CONSECUTIVE TRADING DAYS. SUCH NOTICE MAY ONLY BE GIVEN AFTER EXPIRY OF THE FOUR
(4) MONTH HOLD PERIOD REFERRED TO HEREIN. THE WARRANTS MAY BE EXERCISED BY THE
HOLDER DURING THE 45 DAY PERIOD BETWEEN THE NOTICE AND THE EXPIRATION OF THE
WARRANTS. (THE EARLIER OF SUCH DATES IS REFERRED TO HEREIN AS THE “EXPIRY
DATE”). 

	Warrant Certificate 	
      CERTIFICATE                                                                                                                                     
      FOR 

	No.
      «Warrant_No»   	
      «Number_of_Shares__Warrants_Certificates»
      Warrants, each Warrant entitling the holder thereof to acquire one Common
      Share of FARALLON RESOURCES LTD.  




THIS IS TO CERTIFY THAT, 

«Registration» 

(the “Holder”) is the registered holder of the number of common
share purchase warrants (the “Warrants”) of FARALLON RESOURCES LTD. (the
“Company”) set forth above, and is entitled, on exercise of these Warrants upon
and subject to the terms and conditions set forth herein, to purchase at any
time prior to 5:00 p.m. (Vancouver time) on the Expiry Date at a price of
$0.50 upon the terms and conditions hereinafter set forth, the number of
Common Shares set forth above. 

          The
rights represented by this Warrant may be exercised by the Holder hereof, in
whole or in part and from time to time (but not for any fractional Common Share)
by surrendering this Warrant and the attached Warrant Exercise Form, duly
executed, to the offices of Farallon Resources Ltd., Suite 1020 – 800 West
Pender Street, Vancouver, B.C., V6C 2V6, together with cash or a bank draft,
certified cheque or money order payable to “FARALLON RESOURCES LTD.” 

          Notwithstanding
the foregoing, the Warrants may not be transferred into or within the United
States or to or for the account or benefit of any person within the United
States or to any 




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“U.S. Person” within the meaning of Regulation S under the U.S.
Securities Act without evidence satisfactory to the Company of compliance with
U.S. securities laws. 

          The
Company covenants and agrees that all Common Shares which may be issued upon the
exercise of the rights represented by this Warrant will, upon issuance, be fully
paid and non-assessable and free of all liens, charges and encumbrances. The
Company further covenants and agrees that during the period within which the
rights represented by this Warrant may be exercised, the Company will at all
times have authorized and reserved, a sufficient number of Common Shares to
provide for the exercise of the rights represented by this Warrant. 

THE FOLLOWING ARE THE TERMS AND CONDITIONS REFERRED TO IN
THIS WARRANT: 

1.      As used herein, the term
“Common Shares” shall mean and include the Company’s presently authorized common
shares and shall also include any capital stock of any class of the Company
hereafter authorized which shall not be limited to a fixed sum or percentage in
respect of the rights of the Holders thereof to participate in dividends and in
the distribution of assets upon the voluntary or involuntary liquidation,
dissolution or winding-up of the Company. 

2.      In case the Company shall at
any time subdivide its outstanding Common Shares into a greater number of
shares, the Warrant exercise price shall be proportionately decreased and the
number of subdivided Common Shares entitled to be purchased proportionately
increased, and conversely, in case the outstanding Common Shares of the Company
shall be consolidated into a smaller number of shares, the Warrant purchase
price shall be proportionately increased and the number of combined Common
Shares entitled to be purchased hereunder shall be adjusted accordingly. 

3.      If any capital
reorganization, reclassification or consolidation of the capital stock of the
Company, or the merger or amalgamation of the Company with another corporation
shall be effected, then as a condition of such reorganization, reclassification,
consolidation, merger or amalgamation, adequate provision shall be made whereby
the Holder hereof shall have the right to purchase and receive upon the basis
and upon the terms and conditions specified in this Warrant and in lieu of the
Common Shares immediately theretofore purchasable and receivable upon the
exercise of the rights represented hereby, such shares of stock, or other
securities as may be issued with respect to or in exchange for such number of
outstanding Common Shares equal to the number of Common Shares purchasable and
receivable upon the exercise of this Warrant had such reorganization,
reclassification, consolidation, merger or amalgamation taken place immediately
after such exercise. The Company shall not effect any merger or amalgamation
unless prior to or simultaneously with the consummation thereof the successor
corporation (if other than the Company) resulting from such merger or
amalgamation shall assume by written instrument executed and mailed or delivered
to the Holder of this Warrant the obligation to deliver to such Holder such
Common Shares of stock or securities in accordance with the foregoing
provisions. 




- 3 - 

4.      In case at any time: 

(a)      the Company shall pay any
dividend payable in stock upon its common shares or make any distribution to the
Holders of its Common Shares; 

(b)      the
Company shall offer for subscription pro rata to the Holders of its Common
Shares any additional shares of stock of any class or other rights; 

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

(d)      there
shall be a voluntary or involuntary dissolution, liquidation or winding-up of
the Company; 

then, and in any one or more of such
cases, the Company shall give to the Holder of this Warrant, at least twenty
days’ prior written notice of the date on which the books of the Company shall
close or a record shall be taken for such dividend, distribution or subscription
rights, or for determining rights to vote with respect to such reorganization,
reclassification, consolidation, merger or amalgamation, dissolution,
liquidation or winding-up and in the case of any such reorganization,
reclassification, consolidation, merger or amalgamation, dissolution,
liquidation or winding-up, at least twenty days’ prior written notice of the
date when the same shall take place. Such notice in accordance with the
foregoing clause, 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 shall also specify the date on which the Holders of Common Shares
shall be entitled thereto, and such notice in accordance with the foregoing
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 or
amalgamation, dissolution, liquidation or winding-up as the case may be. Each
such written notice shall be given by first class mail, registered postage
prepaid, addressed to the Holder of this Warrant at the address of such Holder,
as shown on the books of the Company. 

5.      This Warrant shall not
entitle the Holder hereof to any rights as a shareholder of the Company,
including without limitation, voting rights. 

6.      This Warrant is
transferable with consent of the Company, which may require as a condition for
it to consent to any transfer that the transferee and transferor provide a legal
opinion(s) as to the compliance with applicable laws of any proposed transfer of
rights under this Warrant.

7.      This Warrant is
exchangeable, upon the surrender hereof by the Holder hereof at the offices of
the Company, for new Warrants of like tenor representing in aggregate the right
to subscribe for and purchase the number of Common Shares which may be
subscribed for and purchased hereunder, each of such new Warrants to represent
the right to subscribe for and 




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purchase such number of Common Shares as shall be designated by
such Holder hereof at the time of such surrender. 

          Certificates
for the Common Shares subscribed for will be mailed to the persons specified in
the exercise form at their respective addresses specified therein or, if so
specified in the exercise form, delivered to such persons at the office where
this Warrant Certificate is surrendered. If fewer Common Shares are purchased
than the number that can be purchased pursuant to this Warrant Certificate, the
Holder hereof will be entitled to receive without charge a new Warrant
Certificate in respect of the balance of the Common Shares not so purchased.


          IN
WITNESS WHEREOF FARALLON RESOURCES LTD. has caused this Warrant Certificate to
be duly signed and it shall bear the reference date being the Issue Date set
forth on page 1, notwithstanding its later date of actual issue or reissue of a
certificate for a lesser number of Warrants. 

FARALLON RESOURCES LTD. 

  

	By: 	 	 
		Authorized Signatory 	 






WARRANT EXERCISE FORM 

	To: 	FARALLON RESOURCES LTD. (also the “Company”)
  
	  	Suite 1020 – 800 West Pender Street 
	  	Vancouver, B.C. V6C 2V6 
	 	Telephone: (604) 684-6365 Fax:
      (604) 684-8092 


1.      The undersigned Holder of the
within Warrant Certificate hereby subscribes for ___________ common shares
(“Common Shares”) of FARALLON RESOURCES LTD. (or such number of Common Shares or
other securities or property to which such subscription entitles him in lieu
thereof or in addition thereto under the provisions of the Warrant Certificate)
at the price determined under, and on the terms specified in, the Warrant
Certificate and encloses herewith cash or a bank draft, certified cheque or
money order payable at par to or to the order of FARALLON RESOURCES LTD. in
payment therefor. 

2.      The undersigned represents and
warrants to the Company that (check one): 

	         	 ̈	
      (a)      it is not a U.S. Person
      (the definition of which includes an individual resident in the United
      States, a partnership or corporation organized or incorporated under the
      laws of the United States and a trust or estate of which any
      administrator, executor or trustee is a U.S. Person) and is not exercising
      the warrants in the United States or for the account or benefit of a U.S.
      Person or a person in the United States; or 





	 	 	
          

	     	 ̈	
      (b)      if a U.S. Person, it is
      the original U.S. purchaser of the warrants, it purchased the warrants
      directly from the Company pursuant to a completed Certificate of U.S.
      Purchaser, and the representations made by it herein are true and correct
      on the date hereof; or 



	 	 	
          

	       	 ̈	
      (c)      if a U.S. Person, it
      has enclosed herewith a written opinion of legal counsel satisfactory to
      the Company to the effect that the exercise of the warrants by the
      undersigned has been registered under the United States Securities Act
      of 1933, as amended (the “1933 Act”), and the securities laws of all
      applicable states or is exempt from such registration requirements.
  






The terms “U.S. Person” and “United States” are as defined in
Regulation S under the 1933 Act. 

3.      The undersigned is aware that
any shares acquired by exercise of the Warrant before May 1, 2004 will bear the
following legends: 

“Unless permitted under securities
legislation, the holder of the securities shall not trade the securities before
May 1, 2004.” 

4.      If the undersigned is a U.S.
person, he is aware that the certificate issuable hereunder will bear the
following legend: 

“The securities represented hereby have
not been and will not be registered under the United States Securities Act of
1933, as amended (the “U.S. Securities Act”). The holder hereof, by purchasing
such securities, agrees for the benefit of the Company that such securities may
be offered, sold, pledged or otherwise transferred only (a) to the Company, (b)
outside the United States in accordance with Rule 904 of Regulation S under the
U.S. Securities Act if applicable, (c) inside the United Sates (1) pursuant to
the exemption from the registration requirements under the U.S. Securities Act
provided by Rule 144 thereunder, if available, and in accordance with applicable
State securities laws, or (2) in a transaction that does not require
registration under the U.S. Securities Act or any 




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applicable State laws and regulations
governing the offer and sale of securities, and the holder has prior to such
sale furnished to the Company an opinion of counsel or other evidence of
exemption in form and substance reasonably satisfactory to the Corporation.
Provided that if the Corporation is a “foreign issuer” as that term is defined
by Regulation S of the U.S. Securities Act at the time of sale, a new
certificate bearing no restrictive legend, delivery of which will constitute
“Good Delivery” may be obtained form the transfer agent, upon delivery of this
certificate and a duly executed declaration, in form satisfactory to the
Corporation and its transfer agent, to the effect that the sale of the
securities represented hereby is being made in compliance with Rule 904 of
Regulation S under the U.S. Securities Act.” 

5.      The undersigned hereby irrevocably
  directs that the said Common Shares be issued and delivered as follows: 

	  	  	Number(s) of 
	Names(s) in Full 	Address(es) (Include Postal Code) 	Common Shares 
	 	 	 
	_______________________	____________________________________________	____________________________
	 	 	 
	_______________________	____________________________________________	____________________________


(Please print full name in which share certificates are to be
issued. If any shares are to be issued to a person or persons other than the
Warrantholder, the Warrantholder must pay to the Trustee all exigible transfer
taxes or other government charges.) 

DATED this _____ day of ____________________, _____. 

	(If Common Shares are being registered to other 	 	  
	than the registered warrantholder a signature 	 	  
	guarantee is required.) 	 	  
	 	 	 
	 	 	 
	Signature Guaranteed By: 	 	Signature of Subscriber* 
	 	 	 
	 	 	 
	  	 	Name of Subscriber 
	 	 	 
	 	 	 
	 	 	 
	  	 	  
	  	 	Address of Subscriber (Include Postal Code)
  


* This signature must correspond exactly with the name appearing
  on the first page. 

	 Please check box if the share
        certificates are to be delivered (at subscriber’s expense) failing
        which the certificates will be mailed. 
	




THE RIGHT TO PURCHASE COMMON SHARES UNDER THIS WARRANT EXPIRES
AT 5:00 P.M. (VANCOUVER TIME) ON THE EARLIER OF (i) DECEMBER 31, 2005 OR (ii)
THE DATE THAT IS 45 DAYS FOLLOWING DELIVERY OF WRITTEN NOTICE TO THE WARRANT
HOLDER THAT THE PUBLISHED CLOSING TRADE PRICE OF THE COMPANY’S COMMON SHARES ON
THE TORONTO STOCK EXCHANGE HAS BEEN GREATER THAN OR EQUAL $1.00 FOR 10
CONSECUTIVE TRADING DAYS. SUCH NOTICE MAY ONLY BE GIVEN AFTER EXPIRY OF THE FOUR
(4) MONTH HOLD PERIOD REFERRED TO HEREIN. THE WARRANTS MAY BE EXERCISED BY THE
HOLDER DURING THE 45 DAY PERIOD BETWEEN THE NOTICE AND THE EXPIRATION OF THE
WARRANTS. (THE EARLIER OF SUCH DATES IS REFERRED TO HEREIN AS THE “EXPIRY
DATE”).