Exhibit 4.1


 


UNLESS PERMITTED
UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY AND ANY SECURITY ISSUED ON EXERCISE HEREOF MUST NOT TRADE THE SECURITY
BEFORE FEBRUARY 26, 2013.


 


WITHOUT PRIOR APPROVAL OF THE TSX VENTURE
EXCHANGE (THE “EXCHANGE”) AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY
THIS CERTIFICATE AND ANY SECURITIES ISSUED ON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON
OR THROUGH THE FACILITIES OF THE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL FEBRUARY
26, 2013.


 


THIS WARRANT CERTIFICATE IS VOID IF NOT
EXERCISED ON OR BEFORE 5:00 P.M. (PACIFIC TIME) ON OCTOBER 25, 2015.


 


WARRANT CERTIFICATE


(Relating to a Private
Placement Announced on October 15, 2012)


 


STELLAR BIOTECHNOLOGIES,
INC.


(Continued under the laws
of the Province of British Columbia)


 


	
        WARRANT

         

        CERTIFICATE NO. 2012-__
	__________WARRANTS entitling the holder to acquire, subject to adjustment, one Common Share for each Warrant represented hereby.


 


THIS IS TO CERTIFY THAT
_____________ of ____________________________________ (hereinafter referred to as the "holder" or the "Warrantholder")
is entitled to acquire for each Warrant represented hereby, in the manner and subject to the restrictions and adjustments set forth
herein, at any time and from time to time until 5:00 p.m. (Pacific time) (the "Expiry Time") on October 25, 2015
(the “Expiry Date”), one fully paid and non-assessable common share ("Common Share") in the
capital of STELLAR BIOTECHNOLOGIES, INC. (the "Company").


 


These Warrants
may only be exercised at the business office of the Company at 332 E. Scott Street, Port Hueneme, California 93041.


 


These Warrants are issued
subject to the terms and conditions appended hereto as Schedule "A".


 


IN WITNESS WHEREOF, the
Company has caused this Warrant Certificate to be executed by a duly authorized director of the Company.


 


DATED for reference the
25th day of October, 2012.


 


	 	STELLAR BIOTECHNOLOGIES, INC.
	 	 
	 	Per:	 
	 	 	Scott Davis, Chief Financial Officer


 


(See terms and conditions attached hereto)


 




     

     


    

  


SCHEDULE "A"


 


TERMS AND CONDITIONS FOR WARRANT


(Relating to a Private
Placement Announced on October 15, 2012)


 


Terms and Conditions attached to the Warrant issued by STELLAR
BIOTECHNOLOGIES, INC.. (the “Company”) and dated for reference the 25th day
of October, 2012.


 


ARTICLE
1


INTERPRETATION


 


		1.1	Definitions



 


In these Terms and Conditions, unless there
is something in the subject matter or context inconsistent therewith:


 


		(a)	"Common Shares" means the common shares in the capital of the Company to be issued pursuant to the exercise
of Warrants;



 


		(b)	"Company" means STELLAR BIOTECHNOLOGIES, INC. unless and until a successor corporation shall have become
such in the manner prescribed in Article 6, and thereafter "Company" shall mean such successor corporation;



 


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



 


		(d)	"Exchange" means the TSX Venture Exchange or such other stock exchange on which the Company's Common Shares
are listed and posted for trading;



 


		(e)	“Exercise Date” has that meaning ascribed to that term in Section 3.2 of this Schedule “A”;



 


		(f)	"Exercise Price" means the price of $0.40 per share if exercised on or before October 25, 2015;



 


		(g)	"Expiry Time" means 5:00 p.m. (Pacific Time) on the Expiry Date;



 


		(h)	“Expiry Date” means October 25, 2015.



 


		(i)	"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;



 


		(j)	"Issue Date" means the issue date of the Warrant shown on the face page of the Warrant Certificate;



 


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



 


		(l)	“Subscription Form” has that meaning ascribed to that term in Section 3.1 of this Schedule “A”;



 


		(m)	"Warrant" means the warrant to acquire Common Shares evidenced by the Warrant Certificate; and



 


		(n)	"Warrant Certificate" means the certificate to which these Terms and Conditions are attached.



 




    	 	2	 



     


    

 


 


		1.2	Interpretation Not Affected by Headings



 


		(a)	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.



 


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



 


		1.3	Applicable Law



 


The terms hereof and
of the Warrant shall be construed in accordance with the laws of the Province of British Columbia and the laws of Canada.


 


ARTICLE 2


ISSUE OF WARRANT


 


		2.1	Issue of Warrants



 


That number of Warrants
set out on the Warrant Certificate are hereby created and authorized to be issued.


 


		2.2	Additional Warrants



 


Subject to
any other written agreement between the Company and the Warrantholder, the Company may at any time and from time to time undertake
further equity or debt financing and may issue additional Common Shares, warrants or grant options or similar rights to purchase
Common Shares to any person.


 


		2.3	Issue in Substitution for Lost Warrants



 


If the Warrant Certificate becomes
mutilated, lost, destroyed or stolen:


 


		(a)	the Company shall 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, lost, destroyed
or stolen Warrant Certificate; and



 


		(b)	the holder shall bear the cost of the issue of a new Warrant Certificate hereunder and in the case
of the loss, destruction or theft of the Warrant Certificate, shall furnish to the Company such evidence of loss, destruction,
or theft as shall be satisfactory to the Company in its discretion and the Company may also require the holder to furnish indemnity
in an amount and form satisfactory to the Company in its discretion, and shall pay the reasonable charges of the Company in connection
therewith.



 


		2.4	Warrantholder Not a Shareholder



 


The Warrant shall not
constitute the holder a shareholder of the Company, nor entitle it to any right or interest in respect thereof except as may be
expressly provided in the Warrant.


 




    	 	3	 



     


    

 


ARTICLE 3


EXERCISE OF THE
WARRANT


 


		3.1	Method of Exercise of the Warrant



 


The right to purchase
Common Shares conferred by the Warrant Certificate may be exercised, prior to the Expiry Time, by the holder surrendering this
Warrant Certificate, with a duly completed and executed subscription form substantially in the form attached hereto as Schedule
"B" (the “Subscription Form”) and a certified cheque, bank draft or a money order payable to or to
the order of the Company, for the Exercise Price applicable at the time of surrender in respect of the Common Shares subscribed
for in lawful money of Canada, to the Company.


 


		3.2	Effective Date of Exercise of the Warrant



 


This Warrant Certificate
together with such Exercise Form, certified cheque, bank draft or money order will be deemed to be so surrendered and exercised
only upon actual receipt thereof by the Company as set out above (the “Exercise Date”).


 


		3.3	Effect of Exercise of the Warrant



 


		(a)	Upon surrender and payment as aforesaid the Common Shares so subscribed for shall be issued as
fully paid and non-assessable shares and the holder shall become the holder of record of such Common Shares on the date of such
surrender and payment; and



 


		(b)	Within five business days after surrender and payment as aforesaid, the Company shall forthwith
cause the issuance to the holder of a certificate for the Common Shares purchased as aforesaid.



 


		3.4	Subscription for Less than Entitlement



 


The holder may subscribe
for and purchase a number of Common Shares less than the number which it is entitled to purchase pursuant to the surrendered Warrant
Certificate. In the event of any purchase of a number of Common Shares less than the number which can be purchased pursuant to
the Warrant Certificate, the holder shall be entitled to receive a new Warrant Certificate with respect to the remaining balance
of the Common Shares purchasable under this Warrant Certificate.


 


		3.5	Expiration of the Warrant



 


After the Expiry Time
all rights hereunder shall wholly cease and terminate and the Warrant shall be void and of no effect.


 


		3.6	Hold Periods and Legending of Share Certificate



 


If any of the Warrants
are exercised prior to February 26, 2013, the certificates representing the Common Shares to be issued pursuant to such exercise
shall bear the following legends:


 


“Unless
permitted under securities legislation, the holder of the securities shall not trade the securities before February 26, 2013.”


 


“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 February 26, 2013.”


 




    	 	4	 



     


    

 


ARTICLE 4


ADJUSTMENTS


 


		4.1	Adjustments



 


The number of Common Shares purchasable upon
the exercise of each Warrant and the Exercise Price shall be subject to adjustment as follows:


 


		(a)	in the event the Company shall:



 


		(i)	pay a dividend in Common Shares or make a distribution in Common Shares;



 


		(ii)	subdivide its outstanding Common Shares;



 


		(iii)	combine its outstanding Common Shares into a smaller number of Common Shares; or



 


		(iv)	issue by reclassification of its Common Shares other securities of the Company (including any such
reclassification in connection with a consolidation, merger, amalgamation or other combination in which the Company is the surviving
corporation);



 


the number
of Common Shares (or other securities) purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted so
that the Warrantholder shall be entitled to receive the kind and number of Common Shares or other securities of the Company which
it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant
been exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant
to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date,
if any, for such event.


 


		(b)	In case the Company shall issue rights, options or warrants to all or substantially all holders
of its outstanding Common Shares, without any charge to such holders, entitling them (for a period within 45 days after the record
date mentioned below) to subscribe for or purchase Common Shares at a price per share which is lower than 95% of the current market
price at the record date mentioned below than the then current market price per Common Share (as determined in accordance with
subsection (d) below), the number of Common Shares thereafter purchasable upon the exercise of each Warrant shall be determined
by multiplying the number of Common Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator
shall be the number of Common Shares outstanding on the date of issuance of such rights, options or warrants plus the number of
additional Common Shares offered for subscription or purchase, and of which the denominator shall be the number of Common Shares
outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate offering
price of the total number of Common Shares so offered would purchase at the current market price per Common Share at such record
date. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective immediately
after the record date for the determination of shareholders entitled to receive such rights, options or warrants.



 




    	 	5	 



     


    

 


		(c)	In case the Company shall distribute to
all or substantially all holders of its Common Shares evidences of its indebtedness or assets (excluding cash dividends or distributions
payable out of consolidated earnings or earned surplus and dividends or distributions referred to in subsection (a) above
or in subsection (d) below or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe
for or purchase Common Shares (excluding those referred to in subsection (b) above)), then in each case the number of Common Shares
thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Common Shares theretofore
purchasable upon the exercise of each Warrant by a fraction, of which the numerator shall be the then current market price per
Common Share (as determined in accordance with subsection (d) below) on the date of such distribution, and of which the denominator
shall be the then current market price per Common Share less the then fair value (as determined by the board of directors of the
Company, acting reasonably) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights,
options or warrants, or of such convertible or exchangeable securities applicable to one Common Share. Such adjustment shall be
made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date
for the determination of shareholders entitled to receive such distribution.



 


In the event
of the distribution by the Company to all or substantially all of the holders of its Common Shares of shares of a subsidiary or
securities convertible or exercisable for such shares, then in lieu of an adjustment in the number of Common Shares purchasable
upon the exercise of each Warrant, the Warrantholder of each Warrant, upon the exercise thereof, shall receive from the Company,
such subsidiary or both, as the Company shall reasonably determine, the shares or other securities to which such Warrantholder
would have been entitled if such Warrantholder had exercised such Warrant immediately prior thereto, all subject to further adjustment
as provided in this section 4.1 provided, however, that no adjustment in respect of dividends or interest on such shares or other
securities shall be made during the term of a Warrant or upon the exercise of a Warrant.


 


		(d)	For the purpose of any computation under subsections (b) and (c) of this section 4.1, the current
market price per Common Share at any date shall be the weighted average price per Common Share for twenty-five (25) consecutive
trading days, commencing not more than 45 trading days before such date on the stock exchange on which the Common Shares are then
traded; provided if the Common Shares are then traded on more than one stock exchange, then on the stock exchange on which the
largest volume of Common Shares were traded during such twenty-five (25) consecutive trading day period. The weighted average price
per Common Share shall be determined by dividing the aggregate sale price of all Common Shares sold on such exchange or market,
as the case may be, during the said twenty-five (25) consecutive trading days by the total number of shares so sold. For purposes
of this subsection (d), trading day means, with respect to a stock exchange, a day on which such exchange is open for the transaction
of business. Should the Common Shares not be listed on any stock exchange the current market price per Common Share at any date
shall be determined by the board of directors of the Company, acting reasonably.



 


		(e)	In any case in which this Article 4 shall require that any adjustment in the Exercise Price be
made effective immediately after a record date for a specified event, the Company may elect to defer until the occurrence of the
event the issuance, to the holder of any Warrant exercised after that record date, of the Common Shares and other shares of the
Company, if any, issuable upon the exercise of the Warrant over and above the Common Shares and other shares of the Company; provided,
however, that the Company shall deliver to the holder an appropriate instrument evidencing the holder's right to receive such additional
shares upon the occurrence of the event requiring such adjustment.



 




    	 	6	 



     


    

 


		(f)	No adjustment in the number of Common Shares purchasable hereunder shall be required unless such
adjustment would require an increase or decrease of at least one percent (1%) in the number of Common Shares purchasable upon the
exercise of each Warrant; provided, however, that any adjustments which by reason of this subsection (f) are not required to be
made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest
one-hundredth of a share.



 


		(g)	Wherever the number of Common Shares purchasable upon the exercise of each Warrant is adjusted,
as herein provided, the Exercise Price payable upon exercise of each Warrant shall be adjusted by multiplying such Exercise Price
immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Common Shares purchasable upon
the exercise of such Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Common Shares
purchasable immediately thereafter.



 


		(h)	No adjustment in the number of Common Shares purchasable upon the exercise of each Warrant need
be made under subsections (b) and (c) if, the Company issues or distributes to the Warrantholder the rights, options, warrants,
or convertible or exchangeable securities, or evidences of indebtedness or assets referred to in those subsections which the Warrantholder
would have been entitled to receive had the Warrants been exercised prior to the happening of such event or the record date with
respect thereto.



 


		(i)	In the event that at any time, as a result of an adjustment made pursuant to subsection (a) above,
the Warrantholder shall become entitled to purchase any securities of the Company other than Common Shares, thereafter the number
of such other shares so purchasable upon exercise of each Warrant and the Exercise Price of such shares shall be subject to adjustment
from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Shares
contained in subsections (a) through (h), inclusive, above, and the provisions of sections 4.2 through 4.4, inclusive, of this
Article 4 with respect to the Common Shares, shall apply on like terms to any such other securities.



 


		(j)	Upon the expiration of any rights, options, warrants or conversion or exchange privileges, if any
thereof shall not have been exercised, the Exercise Price and the number of Common Shares purchasable upon the exercise of each
Warrant shall, upon such expiration, be readjusted and shall thereafter be such as it would have been had it been originally adjusted
(or had the original adjustment not been required, as the case may be) as if:



 


		(i)	the only Common Shares so issued were the Common Shares, if any, actually issued or sold upon the
exercise of such rights, options, warrants or conversion or exchange rights; and



 


		(ii)	such Common Shares, if any, were issued or sold for the consideration actually received by the
Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or
grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised;



 


provided further,
that no such readjustment shall have the effect of increasing the Exercise Price or decreasing the number of Common Shares purchasable
upon the exercise of each Warrant by an amount in excess of the amount of the adjustment initially made with respect to the issuance,
sale or grant of such rights, options, warrants or conversion or exchange rights.


 




    	 	7	 



     


    

 


		4.2	Voluntary Adjustment by the Company



 


Subject to requisite
Exchange approval, the Company may, at its option, at any time during the term of the Warrants, reduce the then current Exercise
Price to any amount deemed appropriate by the Board of Directors of the Company.


 


		4.3	Notice of Adjustment



 


Whenever the number of
Common Shares purchasable upon the exercise of each Warrant or the Exercise Price of such Common Shares is adjusted, as herein
provided, the Company shall promptly send to the Warrantholder by first class mail, postage prepaid, notice of such adjustment
or adjustments.


 


		4.4	No Adjustment for Dividends



 


Except as provided in
section 4.1 of this Article 4, no adjustment in respect of any dividends shall be made during the term of a Warrant or upon the
exercise of a Warrant.


 


		4.5	Preservation of Purchase Rights Upon Merger, Consolidation,
etc.



 


In connection with any
consolidation of the Company with, or amalgamation or merger of the Company with or into, another corporation (including, without
limitation, pursuant to a "takeover bid", "tender offer" or other acquisition of all or substantially all of
the outstanding Common Shares) or in case of any sale, transfer or lease to another corporation of all or substantially all the
property of the Company, the Company or such successor or purchasing corporation, as the case may be, shall execute with the Warrantholder
an agreement that the Warrantholder shall have the right thereafter, upon payment of the Exercise Price in effect immediately prior
to such action, to purchase upon exercise of each Warrant the kind and amount of shares and other securities and property which
it would have owned or have been entitled to receive after the happening of such consolidation, amalgamation, merger, sale, transfer
or lease had such Warrant been exercised immediately prior to such action, and the Warrantholder shall be bound to accept such
shares and other securities and property in lieu of the Common Shares to which it was previously entitled; provided, however, that
no adjustment in respect of dividends, interest or other income on or from such shares or other securities and property shall be
made during the term of a Warrant or upon the exercise of a Warrant. Any such agreement shall provide for adjustments, which shall
be as nearly equivalent as may be practicable to the adjustments provided for in this Schedule "A". The provisions of
this Article 4 shall similarly apply to successive consolidations, mergers, amalgamation, sales, transfers or leases.


 


		4.6	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, in Toronto, Ontario, that the Company may designate and
the Warrantholder, acting reasonably, may approve, and who shall have access to all appropriate records and such determination
shall be binding upon the Company and the holder.


 




    	 	8	 



     


    

 


ARTICLE 5


COVENANTS BY
THE COMPANY


 


		5.1	Reservation of Common Shares



 


The Company will reserve
and there will remain unissued out of its authorized capital a sufficient number of Common Shares to satisfy the rights of acquisition
provided for in the Warrant Certificate.


 


ARTICLE 6


MERGER AND SUCCESSORS


 


		6.1	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, or a
conveyance or transfer of all or substantially all the properties and estates of the Company as an entirety to any corporation
lawfully entitled to acquire and operate same, provided, however, that the corporation formed by such consolidation, amalgamation
or merger or which acquires by conveyance or transfer all or substantially all the properties and estates of the Company as an
entirety shall, simultaneously with such amalgamation, merger, conveyance or transfer, assume the due and punctual performance
and observance of all the covenants and conditions hereof to be performed or observed by the Company.


 


		6.2	Successor Company Substituted



 


In case the Company,
pursuant to section 6.1 shall be consolidated, amalgamated or merged with or into any other corporation or corporations or shall
convey or transfer all or substantially all of its properties and estates as an entirety to any other corporation, the successor
corporation formed by such consolidation or amalgamation, or into which the Company shall have been consolidated, amalgamated or
merged or which shall have received a conveyance or transfer as aforesaid, shall succeed to and be substituted for the Company
hereunder and such changes in phraseology and form (but not in substance) may be made in the Warrant Certificate and herein as
may be appropriate in view of such amalgamation, merger or transfer.


 


ARTICLE 7


AMENDMENTS


 


		7.1	Amendment, etc.



 


This Warrant Certificate may only be amended
by a written instrument signed by the parties hereto.


 


ARTICLE 8


MISCELLANEOUS


 


		8.1	Time



 


Time is of the essence of the terms
of this Warrant Certificate.


 




    	 	9	 



     


    

 


		8.2	Notice



 


Any notice or other communication to be given
in connection with this Warrant Certificate must be in writing and given by personal delivery to the following addresses:


 


	 	For the Company:	
        Stellar Biotechnologies, Inc.

        332 E. Scott Street

        Port Hueneme, California 93041

	 	 	 
	 	For the Warrantholder:	 


 


		8.3	Transfer of Warrants



 


Subject to applicable
securities legislation and the rules, policies, notices and orders issued by applicable securities regulatory authorities, including
the TSX Venture Exchange (or any other stock exchange on which the Common Shares are listed), the Warrants evidenced hereby (or
any portion thereof) may be assigned or transferred by the holder by duly completing and executing the transfer form attached hereto
as Schedule “C”. The rights and obligations of the parties hereunder shall be binding upon and enure to the benefit
of their successors and permitted assigns.


 




    	 	10	 



     


    

 


 


SCHEDULE "B"


 


SUBSCRIPTION FORM


(Private Placement Announced
October 15, 2012)


 


	TO:	Stellar Biotechnologies, Inc.
	 	332 E. Scott Street
	 	Port Hueneme, California 93041


 


The undersigned Holder
of the within Warrants hereby subscribes for                  common
shares (the “Common Shares”) of STELLAR BIOTECHNOLOGIES, INC. (the “Company”) pursuant
to the within Warrants at $0.40 per Common Share on the terms specified in the said Warrants. This subscription is accompanied
by a certified cheque or bank draft payable to or to the order of the Company for the whole amount of the purchase price of the
Common Shares.


 


In connection with this subscription:
(check one):


 


	1.   ̈	The undersigned hereby certifies that (i) it is not a U.S. Person (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), the definition of which includes, but is not limited to, any individual resident in the United States, any partnership or corporation organized or incorporated under the laws of the United States, and any estate or trust of which any administrator, executor or trustee is a U.S. Person), (ii) at the time of  exercise it is not within the United States and it did not execute and deliver this subscription form in the United States, and (iii) it is not exercising any of the Warrants represented by this Warrant Certificate for or on behalf of any U.S. Person or person within the United States.
	 	 
	2.   ̈	The undersigned is delivering herewith a written opinion of U.S. counsel in form and substance satisfactory to the Company to the effect that the Warrants and the Common Shares to be delivered upon exercise hereof have been registered under the U.S. Securities Act and applicable state securities laws or are exempt from registration thereunder.
	 	 
	3.   ̈	The undersigned hereby certifies that (i) it is an Accredited Investor (as defined in Rule 501(a) under the U.S. Securities Act) that purchased the Warrants represented by this Warrant Certificate directly from the Company for its own account or the account of another Accredited Investor, (ii) it is exercising the Warrants for its own account or the account of such other Accredited Investor, (iii)   it remains an Accredited Investor on the date of exercise of the Warrants, and (iv) if the Warrants are being exercised on behalf of another person, such person was an  Accredited Investor on the date the undersigned purchased the Warrants from the Company for its account and remains an Accredited Investor on the date of exercise of the Warrants.


 


Note: The Common Shares
will not be registered or delivered to a U.S. address unless the undersigned has checked box 2 or box 3 above and satisfied the
applicable requirements thereof. A legend will be placed on any Common Shares issued pursuant to box 2 or box 3 above to the effect
that the Common Shares may not be transferred except pursuant to an exemption from registration under the U.S. Securities Act and
all applicable state securities laws.


 




    	 	11	 



     


    

 


The undersigned hereby directs that the Common Shares
be registered as follows:


 


	Name(s) in full	Address	Number of Common Shares
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


DATED this              
day of                                                           ,
20     .


 


	Name of Holder:	 
	 	 
	 	 
	Signature of Holder	 
	 	 
	 	 
	Mailing Address:	 
	 	 
	 	 
	 	 
	 	 


 


Instructions:


 


		1.	The signature to the subscription must be the signature of the person appearing on the face of
the Warrant Certificate.



 


		2.	If there is more than one holder of the Warrants, all holders must sign.



 


		3.	In the case of persons signing by a trustee, executor, administrator, curator, guardian, attorney,
officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by
evidence of authority to sign satisfactory to the Company.



 


		4.	If the Warrant certificate and the form of subscription are being forwarded by mail, registered
mail must be employed.



 




    	 	12	 



     


    

 


SCHEDULE
"C"


 


TRANSFER FORM


(Private Placement Announced
October 15, 2012)


 


	TO:	Stellar Biotechnologies, Inc.
	 	332 E. Scott Street
	 	Port Hueneme, California 93041


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                                 
(name), of                                                                      
(address),                                
Warrants of STELLAR BIOTECHNOLOGIES, INC. (the “Company”) registered in the name of the undersigned on
the records of the Company represented by the within warrant certificate and irrevocably appoints                                                                  the
attorney of the undersigned to transfer the said securities on the books or register with full power of substitution.


 


The undersigned hereby certifies that the
transfer of these securities is not being made to, and the offer of these securities was not made to, and the person named above
is not, a person in the United States (as such term is defined in Regulation S under the United States Securities Act of 1933,
as amended).


 


DATED
this               day
of,                       
, 20       _.


 


 


	 	 	 
	(Witness)	 	(Signature of Registered Warrant Holder)
	 	 	 

                                                                      

	 	 	(Print name of Registered Warrant Holder)
	


 


Signature of transferor guaranteed by:


 


	 	*
	* Authorized Signature Number	 


 


NOTE: The signature of the Holder to this
assignment must correspond exactly with the name of the Holder as set forth on the face of this Warrant certificate in every particular,
without alteration or enlargement or any change whatsoever and the signature must be guaranteed by a Canadian chartered bank or
by a Canadian trust company or by a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program.


 


Instructions:


 


		1.	Signature of transferor must be the signature of the person appearing on the face of the Warrant
Certificate.



 


		2.	If there is more than one person appearing on the face of the Warrant Certificate, all must sign.



 


		3.	If the Transfer of Warrants is signed by a trustee, executor, administrator, curator, guardian,
attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied
by evidence of authority to sign satisfactory to the Company.



 


		4.	If the Warrant certificate and the form of transfer are being forwarded by mail, registered mail must be employed.



 




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