Filed by Automated Filing Services Inc. (604) 609-0244 - Farallon Resources Ltd. - Exhibit4.04






UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THE SECURITIES SHALL NOT TRADE THESE SECURITIES BEFORE APRIL 18, 2005. 

"THIS WARRANT AND THE SECURITIES DELIVERABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF
A "U.S. PERSON" OR A PERSON IN THE UNITED STATES UNLESS THE WARRANT AND THE
UNDERLYING SECURITIES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE
APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH
REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS
DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT." 

Issue Date: December 17, 2004 

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 DECEMBER 17, 2006 (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 December 17, 2005 at a price of
CDN$0.80 per share, and thereafter at any time prior to 5:00 p.m.
(Vancouver time) on the Expiry Date at a price of CDN$1.02 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 




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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 “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 




- 3 - 

obligation to deliver to such Holder such Common Shares of
stock or securities in accordance with the foregoing provisions. 

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 




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

8.      No transfer of this
Warrant shall be valid unless such transfer is made by the holder of the Warrant
or its executors, administrators or other legal representatives or its attorney
duly appointed by an instrument in writing in accordance with all such
reasonable requirements as the Company may prescribe in order to establish
compliance with all applicable securities legislation and stock exchange
requirements, which may include the delivery of a legal opinion delivered by
legal counsel of recognized standing in form and substance satisfactory to the
Company to the effect that the transfer does not require registration under the
U.S. Securities Act or any applicable state securities laws.

9.      These Warrants and the
common shares issued upon exercise of these Warrants (the "Warrant Shares") are
"restricted securities", as defined in Rule 144 of the United States Securities
Act of 1933 (the "U.S. Securities Act"), and may only be transferred pursuant to
an effective registration statement under the U.S. Securities Act, pursuant to a
transaction outside of the United States in accordance with Rule 904 of
Regulation S of the U.S. Securities Act or pursuant to a transaction that is
exempt from the registration requirements of the U.S. Securities Act. 

10.     If the holder of this Warrant is a
resident of the United States, a U.S. Person, as defined in Regulation S of the
U.S. Securities Act, or is otherwise subject to the securities laws of the
United States, any certificates representing Warrant Shares will bear the
following legend: 

"THE SECURITIES REPRESENTED HEREBY
  HAVE NOT BEEN 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
  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 OR
  (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES
  ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY
  APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE
  REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
  LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE
  COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY
  TO THE COMPANY TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE
  GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. PROVIDED
  THAT THE COMPANY IS A "FOREIGN ISSUER" WITH NO "SUBSTANTIAL U.S. MARKET INTEREST",
  EACH WITHIN THE MEANING OF REGULATION S, AT THE TIME OF SALE AND THESE SECURITIES
  ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF REGULATIONS S, A NEW CERTIFICATE
  BEARING NO LEGEND MAY BE OBTAINED FROM THE TRANSFER AGENT FOR THE COMPNAY UPON
  DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY
  TO THE TRANSFER AGENT AND THE COMPANY, TO THE EFFECT THAT SUCH SALE IS BEING
  MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT."

provided, that if the Warrant Shares are being sold outside the
United States in compliance with the requirements of Rule 904 of Regulation S at
a time when the Company is a "foreign issuer" with no "substantial U.S. market
interest", each as defined in Regulation S of the U.S. Securities 




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Act at the time of sale, the legends set forth above may be
removed by providing a declaration to the registrar and transfer agent of the
Company, as set forth in Appendix A to the Warrant Exercise Form attached hereto
(or in such other form as the Company may prescribe from time to time); and
provided, further, that, if the Warrant Shares are being sold otherwise than in
accordance with Regulation S and other than to the Company, the legend may be
removed by delivery to the registrar and transfer agent and the Company of an
opinion of counsel, of recognized standing reasonably satisfactory to the
Company, that such legend is no longer required under applicable requirements of
the U.S. Securities Act or state securities laws. 

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 certifies,
represents and warrants that [Initial, as appropriate]: 

	_____	 	(a) 	 The undersigned : 

	 	 	  	  	
	     	 	      	(i)     	 is not a U.S. person or a person within the
        United States (as such terms are defined in Regulation S under the Securities
        Act of 1933 (the "U.S. Securities Act"); 

	 	 	  	  	
	   	 	    	(ii)   	 is not exercising the Warrants on behalf
        of a U.S. person or any person with the United States; 

	 	 	  	  	
	   	 	    	(iii)   	 was not in the United States at the time
        any offer to exercise the Warrants was received or at the time that the
        Warrants were exercised; OR 

	 	 	  	  	
	_____ 	 	(b) 	 The undersigned: 

	 	 	  	  	
	 	 	  	  	
	       	 	        	(i)       	 purchased the units of which the Warrants
        comprised a part (the "Units") directly from the Corporation for its own
        account or the account of another U.S. Accredited Investor pursuant to
        a written subscription agreement for the purchase of the Units; 

	   	 	    	(ii)   	 is exercising the Warrants solely for its
        own account or the account of such other U.S. Accredited Investor; 

	     	 	      	(iii)    	 is a U.S. Accredited Investor, as defined
        in Rule 501(a) of Regulation D of the Securities Act of 1933, both on
        the date the Units were purchased from the Corporation and on the date
        of the exercise of the Warrants; and 

	       	 	        	(iv)       	 if the Warrants are being exercised on behalf
        of another person, represents, warrants and certifies such person was
        a U.S. Accredited Investor, both on the date the Units were purchased
        from the Corporation and on the date of the exercise of the Warrants;
        OR 

	 	 	  	  	
	_____	 	(c)         	 The undersigned is tendering
        with this exercise form a written opinion of counsel or other evidence
        satisfactory to them to the effect that the common shares to be delivered
        upon exercise of this Warrant have been registered under the U.S. Securities
        Act and the Securities laws of all applicable States of the United States
        or are exempt from registration thereunder; 








- 2 - 

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

3.      The undersigned is aware that
any shares acquired by exercise of the Warrant before April 18, 2005 will bear
the following legends: 

“Unless permitted under securities
legislation, the holder of the securities shall not trade the securities before
April 18, 2005.” 

4.      If the undersigned has
indicated that the undersigned is a U.S. Accredited Investor by marking
alternative (b) above, the undersigned represents and warrants to the Company
that: 

	(a) 	
      It has such knowledge and experience in financial and
      business matters as to be capable of evaluating the merits and risks of an
      investment in the Warrant Shares and it is able to bear the economic risk
      of loss of its entire investment. 

	 	
       

	(b) 	
      The Company has provided to it the opportunity to ask
      questions and receive answers concerning the terms and conditions of the
      offering and it has had access to such information concerning the Company
      as it has considered necessary or appropriate in connection with its
      investment decision to acquire the Warrant Shares. 

	 	
       

	(c) 	
      It is acquiring the Warrant Shares for its own account,
      for investment purposes only and not with a view to any resale,
      distribution or other disposition of the Warrant Shares in violation of
      the United States securities laws. 

	 	
       

	(d) 	
      It understands the Warrant Shares have not been and will
      not be registered under the United States Securities Act of 1933, as
      amended (the "U.S. Securities Act") or the securities laws of any state of
      the United States and that the sale contemplated hereby is being made in
      reliance on an exemption from such registration requirements. 

	 	
       

	(d) 	
      If the undersigned is an individual (that is, a natural
      person and not a corporation, partnership, trust or other entity), then it
      satisfies one or more of the categories indicated below (please place an
      "X" on the appropriate lines): 




	   	__________	 
     	
      A natural person whose individual net worth, or joint net
      worth with that person’s spouse, at the date of this Certification exceeds
      US $1,000,000; 


	       	__________	 
           	
      A natural person who had an individual income in excess
      of US $200,000 in each of the two most recent years or joint income with
      that person’s spouse in excess of US $300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year; 







	(e) 	
      If the undersigned is a corporation, partnership, trust
      or other entity), then it satisfies one or more of the categories
      indicated below (please place an "X" on the appropriate lines):
  




	       	__________	 
           	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Securities, with total assets in excess of US $5,000,000;
      




	   	__________	 
     	
      A trust that (a) has total assets in excess of US
      $5,000,000, (b) was not formed for the specific purpose of acquiring the
      Warrant Shares and (c) is 








- 3 - 

	     		 
         	
      directed in its purchases of securities by a person who
      has such knowledge and experience in financial and business matters that
      he/she is capable of evaluating the merits and risks of an investment in
      the Warrant Shares; 



	     	__________	 
         	
      An investment company registered under the Investment
      Company Act of 1940 or a business development company as defined in
      Section 2(a)(48) of that Act; 



	     	__________	 
         	
      A Small Business Investment Company licensed by the U.S.
      Small Business Administration under Section 301(c) or (d) of the Small
      Business Investment Act of 1958; 



	   	__________	 
     	
      A private business development company as defined in
      Section 202(a)(22) of the Investment Advisors Act of 1940; or 


	   	
      __________
	 
     	
      An entity in which all of the equity owners satisfy the
      requirements of one or more of the foregoing categories. 





	(f) 	
      It has not exercised the Warrants as a result of any form
      of general solicitation or general advertising, including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media or broadcast over radio, television or other
      form of telecommunications, or any seminar or meeting whose attendees have
      been invited by general solicitation or general advertising. 

	 			
	(g) 	
      If it decides to offer, sell or otherwise transfer any of
      the Warrant Shares, it will not offer, sell or otherwise transfer any of
      such Warrant Shares directly or indirectly, unless: 

	 			
		
      (i) 
	
      the sale is to the Company; 

	 			
		
      (ii) 
	
      the sale is made outside the United States in a
      transaction meeting the requirements of Rule 904 of Regulation S under the
      U.S. Securities Act and in compliance with applicable local laws and
      regulations; 

	 			
		
      (iii) 
	
      the sale is made pursuant to the exemption from the
      registration requirements under the U.S. Securities Act provided by Rule
      144 thereunder and in accordance with any applicable state securities or
      "blue sky" laws; or 

	 			
		
      (iv) 
	
      the Warrant Shares are sold in a transaction that does
      not require registration under the U.S. Securities Act or any applicable
      state laws and regulations governing the offer and sale of securities, and
      it has prior to such sale furnished to the Company an opinion of counsel
      reasonably satisfactory to the Company. 

	 			
	(h) 	
      It understands that the Warrant Shares are "restricted
      securities" under applicable federal securities laws and that the U.S.
      Securities Act and the rules of the SEC provide in substance that the
      undersigned may dispose of the Warrant Shares only pursuant to an
      effective registration statement under the U.S. Securities Act or an
      exemption therefrom, and the undersigned understands that the Company has
      no obligation to register any of the Warrant Shares or to take action so
      as to permit sales pursuant to the U.S. Securities Act (including Rule 144
      thereunder). 

	 			
	(i) 	
      The certificates representing the Warrant Shares (and any
      certificates issued in exchange or substitution for the Securities) will
      bear a legend, in the form required by the certificate representing the
      Warrants, stating that such securities have not been registered under the
      U.S. Securities Act or the securities laws of any state of the United
      States and may not be offered for sale or sold unless registered under the
      U.S. Securities Act and the securities laws of all applicable states of
      the United States or an exemption from such registration requirements is
      







- 4 - 

		
      available. Delivery of certificates bearing such a legend
      may not constitute "good delivery" in settlement of transactions on
      Canadian stock exchanges or over-the-counter markets. If the Company is a
      "foreign Company" with no "substantial U.S. market interest" (all within
      the meaning of Regulation S under the U.S. Securities Act) at the time of
      sale, a new certificate will be made available to the undersigned upon
      provision by the undersigned of a declaration in the form attached as
      Appendix "A". 

	 	
       

	(j) 	
      It understands and agrees that the financial statements
      of the Company have been prepared in accordance with Canadian generally
      accepted accounting principles, which differ in some respects from United
      States generally accepted accounting principles, and thus may not be
      comparable to financial statements of United States companies. 

	 	
       

	(k) 	
      It consents to the Issuer making a notation on its
      records or giving instructions to any transfer agent of the Issuer in
      order to implement the restrictions on transfer set forth and described in
      this Warrant Exercise Form. 



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 DECEMBER 17, 2006 (THE “EXPIRY DATE”). 




APPENDIX A TO WARRANT EXERCISE FORM 

	TO:   	
      ________________________________________ as registrar and
      transfer Agent for the common shares of Farallon Resources Ltd. (the
      "Company"). 




The undersigned (A) acknowledges that the sale of the
____________________ represented by certificate number _______________, to which
this declaration relates, is being made in reliance on Rule 904 of Regulation S
under the United States Securities Act of 1933, as amended (the "U.S. Securities
Act"), and (B) certifies that (1) the undersigned is not an "affiliate" (as
defined in Rule 405 under the U.S. Securities Act) of the Company or a
"distributor", as defined in Regulation S, or an affiliate of a "distributor";
(2) the offer of such securities was not made to a person in the United States
and either (a) at the time the buy order was originated, the buyer was outside
the United States, or the seller and any person acting on its behalf reasonably
believe that the buyer was outside the United States, or (b) the transaction was
executed on or through the facilities of a designated offshore securities market
within the meaning of Rule 902(b) under the U.S. Securities Act, and neither the
seller nor any person acting on its behalf knows that the transaction has been
prearranged with a buyer in the United States; (3) neither the seller nor any
person acting on its behalf engaged in any directed selling efforts in
connection with the offer and sale of such securities; (4) the sale is bona fide
and not for the purpose of "washing off" the resale restrictions imposed because
the securities are "restricted securities" (as such term is defined in Rule
144(a)(3) under the U.S. Securities Act); (5) the seller does not intend to
replace the securities sold in reliance on Rule 904 of the U.S. Securities Act
with fungible unrestricted securities; and (6) the contemplated sale is not a
transaction, or part of a series of transactions which, although in technical
compliance with Regulation S, is part of a plan or a scheme to evade the
registration provisions of the U.S. Securities Act. Terms used herein have the
meanings given to them by Regulation S under the U.S. Securities Act. 

	By: 	 	 	Dated: 	 
	 	Signature 	 	 	  
	 	  	 	 	  
	Name (please print) 	 	 	 	  


Affirmation by Seller’s Broker-Dealer 

We have read the foregoing representations of our customer,
_________________________ (the "Seller") dated _______________________, with
regard to the sale, for such Seller’s account, of the _________________
represented by certificate number ______________ of the Company described
therein, and we hereby affirm that, to the best of our knowledge and belief, the
facts set forth therein are full, true and correct.

	 	 	 
	 	Name of Firm 	 
	 	 	 
	By: 	 	 
	 	Authorized officer 	 
	 		 
	Date: