Bridgeport Ventures Inc.: Exhibit 4.24 -  Filed by newsfilecorp.com






Exhibit 4.24

BRIDGEPORT VENTURES INC. 

and 

VALIANT TRUST COMPANY

_______________________________________________________________________________


AMENDED AND RESTATED 

WARRANT INDENTURE 

_______________________________________________________________________________


Providing for the Issue of up to 9,142,500 Warrants 

Dated as of December 20, 2010




TABLE OF CONTENTS 

	  	  	Page 
	  	  	  
	ARTICLE 1 INTERPRETATION 	2 
	     1.1 	DEFINITIONS 	2 
	     1.2 	MEANING OF “OUTSTANDING” FOR CERTAIN PURPOSES
    	5 
	     1.3 	CERTAIN RULES OF INTERPRETATION
    	6 
	     1.4 	INTERPRETATION NOT AFFECTED BY HEADINGS, ETC
	6 
	     1.5 	APPLICABLE LAW 	6 
	     1.6 	LANGUAGE CLAUSE 	7 
	     1.7 	DAY NOT A BUSINESS DAY 	7 
	     1.8 	CONFLICT 	7 
	     1.9 	TIME OF THE ESSENCE 	7 
	     1.10 	CURRENCY 	7 
	     1.11 	SCHEDULES 	   
             7 
	ARTICLE 2 ISSUE OF WARRANTS 	       
         7 
	     2.1 	CREATION AND ISSUE OF WARRANTS
    	   
             7 
	     2.2 	TERMS OF WARRANTS 	       
         7 
	     2.3 	WARRANT CERTIFICATES 	   
             8 
	     2.4 	SIGNING OF WARRANT CERTIFICATES 	       
         8 
	     2.5 	COUNTERSIGNATURE BY THE WARRANT
      AGENT 	   
             8 
	     2.6 	HOLDER NOT A SHAREHOLDER 	       
         9 
	     2.7 	ISSUE IN SUBSTITUTION FOR LOST
      WARRANT CERTIFICATE 	   
             9 
	     2.8 	REGISTER FOR WARRANTS 	       
         9 
	     2.9 	TRANSFER OF WARRANTS 	   
             9 
	     2.10 	TRANSFEREE ENTITLED TO REGISTRATION 	       
         10 
	     2.11 	REGISTERS OPEN FOR INSPECTION
    	   
             10 
	     2.12 	OWNERSHIP OF WARRANTS 	       
         10 
	     2.13 	EXCHANGE OF WARRANT
      CERTIFICATES 	   
             11 
	     2.14 	ISSUE OF GLOBAL CERTIFICATES 	       
         10 
	     2.15 	TRANSFER OF WARRANTS 	   
             11 
	ARTICLE 3 EXERCISE OF WARRANTS 	       
         15 
	     3.1 	RIGHTS OF EXERCISE OF WARRANTS
    	   
             15 
	     3.2 	METHOD OF EXERCISE OF WARRANTS 	       
         15 
	     3.3 	EFFECT OF EXERCISE OF WARRANTS
    	   
             16 
	     3.4 	PARTIAL EXERCISE OF WARRANTS 	       
         16 
	     3.5 	CANCELLATION OF WARRANTS 	   
             16 
	     3.6 	WARRANTS VOID AFTER THE EXPIRY TIME 	       
         17 
	     3.7 	ACCOUNTING AND RECORDING 	   
             17 
	     3.8 	SECURITIES RESTRICTIONS 	       
         17 
	ARTICLE 4 ADJUSTMENT OF NUMBER
      OF COMMON SHARES 	   
             17 
	     4.1 	ADJUSTMENT UPON COMMON SHARE REORGANIZATION OR
      CAPITAL REORGANIZATION 	       
         17 
	     4.2 	ADJUSTMENT UPON RIGHTS OFFERING
    	   
             19 
	     4.3 	ENTITLEMENT TO SHARES AND OTHER SECURITIES ON
      EXERCISE OF WARRANTS 	       
         21 
	     4.4 	NO ADJUSTMENT FOR STOCK
      OPTIONS, ETC. 	   
             21 
	     4.5 	DETERMINATION BY CORPORATION’S AUDITORS 	       
         22 
	     4.6 	PROCEEDINGS PRIOR TO ANY ACTION
      REQUIRING ADJUSTMENT 	   
             22 
	     4.7 	ACTION REQUIRING ADJUSTMENT 	       
         22 
	     4.8 	CERTIFICATE OF ADJUSTMENT 	   
             22 
	     4.9 	NOTICE OF SPECIAL MATTERS 	       
         22 






ii 

	     4.10 	NO ACTION AFTER NOTICE 	22 
	     4.11 	PROTECTION OF WARRANT AGENT 	23 
	     4.12 	ADJUSTMENTS CUMULATIVE 	23 
	ARTICLE 5 PURCHASES BY THE CORPORATION 	23 
	     5.1 	OPTIONAL PURCHASE BY THE
      CORPORATION 	23 
	ARTICLE 6 COVENANTS OF THE CORPORATION 	24 
	     6.1 	ISSUANCE OF COMMON SHARES 	24 
	     6.2 	NO AMENDMENT TO COMMON SHARES 	24 
	     6.3 	TO PAY WARRANT AGENT
      REMUNERATION AND EXPENSES 	24 
	     6.4 	TO PERFORM COVENANTS 	25 
	     6.5 	WARRANT AGENT MAY PERFORM
      COVENANTS 	25 
	     6.6 	CERTIFICATES OF NO DEFAULT 	25 
	     6.7 	SOLICITATION OF WARRANT
      EXERCISE 	25 
	     6.8 	SECURITIES QUALIFICATION REQUIREMENTS 	25 
	ARTICLE 7 ENFORCEMENT 	26 
	     7.1 	SUITS BY HOLDERS OF WARRANTS 	26 
	     7.2 	WAIVER OF DEFAULT 	26 
	ARTICLE 8 SUCCESSOR CORPORATIONS 	26 
	     8.1 	CERTAIN REQUIREMENTS 	26 
	     8.2 	VESTING OF POWERS IN SUCCESSOR 	27 
	ARTICLE 9 MEETINGS OF HOLDERS
      OF WARRANTS 	27 
	     9.1 	RIGHT TO CONVENE MEETING 	27 
	     9.2 	NOTICE OF MEETINGS 	27 
	     9.3 	CHAIRMAN 	27 
	     9.4 	QUORUM 	27 
	     9.5 	POWER TO ADJOURN 	28 
	     9.6 	SHOW OF HANDS 	28 
	     9.7 	POLL 	28 
	     9.8 	VOTING 	28 
	     9.9 	REGULATIONS 	28 
	     9.10 	CORPORATION AND WARRANT AGENT
      MAY BE REPRESENTED 	29 
	     9.11 	POWERS EXERCISABLE BY EXTRAORDINARY RESOLUTION
    	29 
	     9.12 	MEANING OF “EXTRAORDINARY
      RESOLUTION” 	30 
	     9.13 	POWERS CUMULATIVE 	30 
	     9.14 	MINUTES 	30 
	     9.15 	INSTRUMENTS IN WRITING 	31 
	     9.16 	BINDING EFFECT OF RESOLUTIONS
    	31 
	ARTICLE 10 NOTICES 	31 
	     10.1 	NOTICE TO THE CORPORATION AND
      THE WARRANT AGENT 	31 
	     10.2 	NOTICE TO HOLDERS OF WARRANTS 	32 
	     10.3 	MAIL SERVICE INFORMATION 	32 
	ARTICLE 11 CONCERNING THE WARRANT AGENT
	33 
	     11.1 	WARRANT INDENTURE LEGISLATION
    	33 
	     11.2 	NO CONFLICT OF INTEREST 	33 
	     11.3 	REPLACEMENT OF WARRANT AGENT
	33 
	     11.4 	EVIDENCE, EXPERTS AND ADVISERS 	34 
	     11.5 	WARRANT AGENT MAY DEAL IN
      SECURITIES 	34 
	     11.6 	WARRANT AGENT NOT ORDINARILY BOUND 	34 
	     11.7 	WARRANT AGENT NOT REQUIRED TO
      GIVE SECURITY 	35







iii 

	     11.8 	WARRANT AGENT NOT REQUIRED TO
      GIVE NOTICE OF DEFAULT 	35 
	     11.9 	ACCEPTANCE OF APPOINTMENT 	35 
	     11.10 	DUTIES OF WARRANT AGENT 	35 
	     11.11 	ACTIONS BY WARRANT AGENT 	35 
	     11.12 	PROTECTION OF WARRANT AGENT 	36 
	     11.13 	INDEMNIFICATION OF THE WARRANT AGENT 	36 
	     11.14 	THIRD PARTY INTERESTS 	36 
	     11.15 	NOT BOUND TO ACT 	36 
	     11.16 	PRIVACY LAWS 	37 
	ARTICLE 12 SUPPLEMENTAL INDENTURES 	37 
	     12.1 	SUPPLEMENTAL INDENTURES 	37 
	ARTICLE 13 GENERAL PROVISIONS 	38 
	     13.1 	EXECUTION 	38 
	     13.2 	FORMAL DATE 	38 
	     13.3 	SATISFACTION AND DISCHARGE OF
      INDENTURE 	38 
	     13.4 	PROVISIONS OF INDENTURE AND WARRANTS FOR THE
      SOLE BENEFIT OF PARTIES AND HOLDERS 	39 



	SCHEDULES 	  	  
	Schedule “A” 	- 	Form of Warrant Certificate
  






WARRANT INDENTURE 

THIS INDENTURE made as of December 20, 2010, 

BETWEEN: 

BRIDGEPORT VENTURES INC., 
a
company incorporated under the laws of Ontario (the “Corporation”) 

AND 

VALIANT TRUST COMPANY 
a
company continued under the federal laws of Canada (the “Warrant Agent”)


WHEREAS: 

	A. 	
      All capitalized terms used in these recitals have the
      meanings ascribed to them in section 1.1 below;

	 	 
	B. 	
      The Corporation proposes to complete a secondary offering
      pursuant to which it will issue up to 18,285,000 Units (inclusive of
      1,035,000 Units to be issued upon exercise of certain broker warrants to
      be issued pursuant to such offering), each Unit consisting of one Common
      Share and one-half of one Warrant, all as further set forth in the Agency
      Agreement;

	 	 
	C. 	
      Each Warrant shall entitle the Holder thereof to receive,
      upon payment of the Exercise Price, and subject to adjustment and
      penalties in certain circumstances, one Common Share at any time prior to
      the Expiry Time upon the terms and conditions herein set forth;

	 	 
	D. 	
      The Corporation is duly authorized to create and issue
      the Warrants to be issued as herein provided;

	 	 
	E. 	
      All things necessary have been done and performed to make
      the Warrants, when issued as provided in this Indenture, legal, valid and
      binding upon the Corporation with the benefits of and subject to the terms
      of this Indenture;

	 	 
	F. 	
      The foregoing recitals are made as representations and
      statements of fact by the Corporation and not by the Warrant Agent;
    and

	 	 
	G. 	
      the Warrant Agent has agreed to act as the Warrant Agent
      in respect of the Warrants on behalf of the Holders on the terms and
      conditions herein set forth;



NOW THEREFORE THIS INDENTURE WITNESSES that for good and
valuable consideration mutually given and received, the receipt and sufficiency
of which are hereby acknowledged, it is hereby agreed and declared as follows:





2 

ARTICLE 1 
INTERPRETATION 

	1.1 	
      DEFINITIONS



In this Indenture, including the recitals and schedules hereto,
the following words and phrases shall have the following meanings: 

	 	(a) 	
      “Acquiring person” shall have the meaning ascribed
      thereto in subsection 4.1(c)(i);

	 	 	 
	 	(b) 	
      “Agency Agreement” means the agency agreement
      between the Agents and the Corporation dated as of December 13, 2010 in
      respect of the sale of the Units;

	 	 	 
	 	(c) 	
      “Agents” means RBC Dominion Securities Inc. and
      MGI Securities Inc.;

	 	 	 
	 	(d) 	
      “Beneficial Owners” means a person that has a
      beneficial interest in a Warrant that is represented by a Global
      Certificate;

	 	 	 
	 	(e) 	
      “Business Day” means any day (other than a
      Saturday, Sunday or statutory holiday) on which the principal transfer
      office of the Warrant Agent in Toronto, Ontario is open for
    business;

	 	 	 
	 	(f) 	
      “Capital Reorganization” shall have the meaning
      ascribed thereto in subsection 4.1(3(a);

	 	 	 
	 	(g) 	
      “Common Share Reorganization” shall have the
      meaning ascribed thereto in subsection 4.1(1);

	 	 	 
	 	(h) 	
      “Common Shares” means the fully paid and
      non-assessable common shares in the capital of the Corporation as such
      common shares are presently constituted, and “Common Share” means
      any one of them;

	 	 	 
	 	(i) 	
      “Convertible Security” means a security of the
      Corporation (other than the Warrants) or of any other issuer convertible
      into or exchangeable for or otherwise carrying the right to acquire Common
      Shares;

	 	 	 
	 	(j) 	
      “Corporation” means Bridgeport Ventures Inc. and
      includes any Successor Corporation to or of Bridgeport Ventures Inc. which
      has complied with the provisions of Article 8;

	 	 	 
	 	(k) 	
      “Corporation's Auditors” means an independent firm
      of chartered accountants duly appointed as auditors of the
    Corporation;

	 	 	 
	 	(l) 	
      “Current Market Price” at any date, means the
      volume weighted average price per Common Share at which the Common Shares
      have traded:




	 	(i) 	
      on the TSXV (including the NEX board of the
  TSXV);

	 	 	 
	 	(ii) 	
      on the TSX;

	 	 	 
	 	(iii) 	
      if the Common Shares are not listed on the TSX or TSXV
      (or the NEX board of the TSXV), on any stock exchange upon which the
      Common Shares are listed as may be selected for this purpose by the
      Directors and approved by the Warrant Agent;
or







3 

	 	(iv) 	
      if the Common Shares are not listed on any stock
      exchange, on any over-the- counter market as may be selected for this
      purpose by the Directors and approved by the Warrant
  Agent;



during the last twenty trading days (on
which at least 500 Common Shares are traded in board lots) ending the fifth
trading day before such date, and the volume weighted average price shall be
determined by dividing the aggregate sale price of all Common Shares traded on
the exchange or market, as the case may be, during such twenty consecutive
trading days by the aggregate number of Common Shares sold; 

	 	(m) 	
      “Default Notice” shall have the meaning ascribed
      thereto in Section 6.3;

	 	 	 
	 	(n) 	
      “Depository” means CDS Clearing and Depository
      Services Inc. (“CDS”), or its successor, or any other depository
      offering a book based securities registration and transfer system similar
      to that administered by CDS which the Company, with the consent of the
      Warrant Agent, acting reasonably, may designate;

	 	 	 
	 	(o) 	
      “Designated Provinces” means each of the provinces
      of Canada other than Québec being the jurisdictions agreed to between the
      Corporation and the Agents where Units are to be sold;

	 	 	 
	 	(p) 	
      “Director” means a director of the Corporation and
      “Directors” or “Board of Directors” means the board of
      directors of the Corporation or, whenever duly empowered, a committee of
      the board of directors of the Corporation, and reference to “action by
      the directors” means action by the directors of the Corporation as a
      board or action by a committee as a committee;

	 	 	 
	 	(q) 	
      “dividends” means dividends or distributions
      (payable in cash or in securities, property or assets of equivalent value)
      declared payable on the Common Shares;

	 	 	 
	 	(r) 	
      “Equity Shares” means the Common Shares and any
      shares of any other class or series of the Corporation which may from time
      to time be authorized for issue if by their terms such shares confer on
      the holders thereof the right to participate in the distribution of assets
      upon the voluntary or involuntary liquidation, dissolution or winding up
      of the Corporation beyond a fixed sum or a fixed sum plus accrued
      dividends;

	 	 	 
	 	(s) 	
      “Exercise Date” means, with respect to any
      Warrant, the date on which the Warrant Certificate representing such
      Warrant is surrendered by a Holder for exercise in accordance with the
      provisions of Article 3;

	 	 	 
	 	(t) 	
      “Exercise Form” has the meaning ascribed thereto
      in subsection 3.2(1);

	 	 	 
	 	(u) 	
      “Exercise Price” shall have the meaning ascribed
      thereto in subsection 3.2(1);

	 	 	 
	 	(v) 	
      “Expiry Date” means, with respect to any Warrant,
      December 20, 2012;

	 	 	 
	 	(w) 	
      “Expiry Time” means 5:00 p.m. (Toronto time) on
      the Expiry Date;

	 	 	 
	 	(x) 	
      “Extraordinary Resolution” has the meaning
      ascribed thereto in sections 9.12 and 9.15;

	 	 	 
	 	(y) 	
      “Global Certificate” means a Warrant Certificate
      that is registered in the name of the Depository or its nominee pursuant
      to Section 2.14 for the purpose of being held by or on behalf of the
      Depository as custodian for Participants and Beneficial
  Owners;







4 

	 	(z) 	
      “Holder” means a person for the time being who is
      the registered holder of a Warrant;

	 	 	 
	 	(aa) 	
      “Holders' Request” means an instrument signed in
      one or more counterparts by Holders entitled to acquire in the aggregate
      not less than 20% of the aggregate number of Common Shares which could be
      acquired pursuant to the exercise of all Warrants then unexercised and
      outstanding, requesting the Warrant Agent to take some action or
      proceeding specified therein;

	 	 	 
	 	(bb) 	
      “Indenture” or “this Indenture” and
      “hereto”, “herein”, “hereby”, “hereunder”,
      “hereof” and similar expressions refer to this instrument and not
      to any particular Article, section, clause, subdivision or other portion
      hereof, and include each instrument supplemental or ancillary hereto or
      required to implement this instrument;

	 	 	 
	 	(cc) 	
      “Indenture Legislation” has the meaning ascribed
      thereto in subsection 11.1(1);

	 	 	 
	 	(dd) 	
      “Offered Shares” shall have the meaning ascribed
      thereto in subsection 4.2(1)(a);

	 	 	 
	 	(ee) 	
      “Officers' Certificate” means a certificate signed
      by any one or more of the officers or Directors of the
  Corporation;

	 	 	 
	 	(ff) 	
      “Participant” means a person recognized by the
      Depository as a participant in the book entry only securities registration
      and transfer system administered by the Depository;

	 	 	 
	 	(gg) 	
      “Person” includes any individual, corporation,
      company, partnership, association, joint venture, trust, unincorporated
      association, government or governmental authority;

	 	 	 
	 	(hh) 	
      “Privacy Laws” has the meaning ascribed thereto in
      Section 11.16;

	 	 	 
	 	(ii) 	
      “Securities Commissions” means the securities
      regulatory authority in each of the Designated Provinces;

	 	 	 
	 	(jj) 	
      “Regulation S” means Regulation S promulgated
      under the U.S. Securities Act;

	 	 	 
	 	(kk) 	
      “Rights Offering” shall have the meaning ascribed
      thereto in subsection 4.2(1)(a);

	 	 	 
	 	(ll) 	
      “Securities Laws” means, as applicable, the
      securities laws, regulations, rules, rulings and orders in each of the
      Provinces of Canada in which Subscribers reside, the applicable policy
      statements issued by the securities regulators in each of the Provinces of
      Canada in which Subscribers reside, and the rules of the TSXV;

	 	 	 
	 	(mm) 	
      “Special Distribution” shall have the meaning
      ascribed thereto in subsection 4.2(2)(a);

	 	 	 
	 	(nn) 	
      “Subscribers” means, collectively, all of the
      Persons who have subscribed for Units and “Subscriber” means any
      one of them;

	 	 	 
	 	(oo) 	
      “Subsidiary” means any corporation of which more
      than 50% of the votes attached to the outstanding voting shares are owned
      by or for the Corporation or by or for any corporation in like relation to
      the Corporation and includes any corporation in like relation to a
      Subsidiary;

	 	 	 
	 	(pp) 	
      “Successor Corporation” has the meaning ascribed
      thereto in section 8.1;

	 	 	 
	 	(qq) 	
      “TSX” means the Toronto Stock
  Exchange;







5 

	 	(rr) 	
      “TSXV” means the TSX Venture Exchange;

	 	 	 
	 	(ss) 	
      “Underlying Securities” means the Common Shares
      underlying the Warrants;

	 	 	 
	 	(tt) 	
      “Unit” means a unit of the Corporation issued in
      accordance with the terms of the Agency Agreement, each such Unit
      consisting of one Common Share and one-half of one Warrant;

	 	 	 
	 	(uu) 	
      “United States” means the United States of
      America, its territories and possessions, any state of the United States
      and the District of Colombia;

	 	 	 
	 	(vv) 	
      “U.S. Institutional Accredited Investor” means an
      institutional accredited investor that satisfies one or more of the
      criteria set forth in Rule 501(a)(1), (2), (3) or (7) of Regulation D
      under the U.S. Securities Act;

	 	 	 
	 	(ww) 	
      “U.S. Person” means a “U.S. person” as such term
      is defined in Regulation S under the U.S. Securities Act;

	 	 	 
	 	(xx) 	
      “U.S. Securities Act” means the United States
      Securities Act of 1933, as amended;

	 	 	 
	 	(yy) 	
      “Warrant Agent” means Valiant Trust Company or its
      successor or successors for the time being as Warrant Agent hereunder, at
      its principal office in the City of Toronto, Ontario;

	 	 	 
	 	(zz) 	
      “Warrant Certificate” means a certificate in
      substantially the form set out in Schedule “A” hereto, issued hereunder to
      evidence one or more Warrants;

	 	 	 
	 	(aaa) 	
      “Warrants” means the fully-paid warrants of the
      Corporation issued hereunder and for the time being outstanding entitling
      registered holders thereof to acquire, upon the valid exercise thereof and
      subject to adjustment in certain circumstances, one Common Share in
      accordance with the terms hereof, and “Warrant” means any one of
      them;

	 	 	 
	 	(bbb) 	
      “Warrant Agency” means the principal transfer
      office of the Warrant Agent in the City of Toronto, Ontario and such other
      locations as the Corporation may designate with the approval of the
      Warrant Agent;

	 	 	 
	 	(ccc) 	
      “written order of the Corporation”, “written
      request of the Corporation”, “written consent of the
      Corporation” and “certificate of the Corporation” mean
      respectively a written order, request, consent and certificate signed in
      the name of the Corporation by any one or more of the officers or
      Directors of the Corporation and may consist of one or more instruments so
      executed and any other documents referred to herein which is required or
      contemplated to be provided or given by the
Corporation;



and a derivative of any defined word or phrase has the meaning
appropriate to the derivation of the word or phrase. 

	1.2 	
      MEANING OF “OUTSTANDING” FOR CERTAIN
    PURPOSES



Except as provided in section 3.6, every Warrant Certificate
countersigned and delivered by the Warrant Agent under this Indenture shall be
deemed to be outstanding until it has been surrendered to the Warrant Agent
pursuant to this Indenture, provided however that: 




6 

	 	(a) 	
      a Warrant Certificate that has been partially exercised
      or exchanged shall be deemed to be outstanding only to the extent of the
      unexercised or unexchanged, as the case may be, part of the Warrants
      evidenced thereby;

	 	 	 	 
	 	(b) 	
      where a Warrant Certificate has been issued in
      substitution for a Warrant Certificate that has been lost, stolen or
      destroyed, only one of them shall be counted for the purpose of
      determining the Warrants outstanding; and

	 	 	 	 
	 	(c) 	
      for the purpose of any provision of this Indenture
      entitling holders of outstanding Warrants to vote, sign consents, requests
      or other instruments or take any other action under this Indenture,
      Warrants owned legally or beneficially by the Corporation or any
      Subsidiary shall be disregarded, except that:

	 	 	 	 
	 		(i) 	
      for the purpose of determining whether the Warrant Agent
      will be protected in relying on any vote, consent, request or other
      instrument or other action, only the Warrants of which the Warrant Agent
      has notice that they are so owned shall be so disregarded; and

	 	 	 	 
	 		(ii) 	
      Warrants so owned that have been pledged in good faith
      other than to the Corporation or any Subsidiary shall not be so
      disregarded if the pledgee establishes to the satisfaction of the Warrant
      Agent the pledgee's right to vote the Warrants in the pledgee's discretion
      free from the control of the Corporation or any Subsidiary pursuant to the
      terms of the pledge.




	1.3 	
      CERTAIN RULES OF
INTERPRETATION



Unless otherwise specified in this Indenture: 

	(a) 	
      words importing the singular number include the plural
      and vice versa;

	 	 
	(b) 	
      words importing gender include both genders and vice
      versa and words importing individuals include firms and corporations
      and vice versa;

	 	 
	(c) 	
      “in writing” or “written” includes
      printing, typewriting or any electronic means of communication capable of
      being visibly reproduced at the point of reception, including
    telecopy;

	 	 
	(d) 	
      “including” is used for illustration only and not
      to limit the generality of any preceding words, whether or not
      non-limiting language (such as, “without limitation”, “but not limited to”
      and similar expressions) is used with reference thereto; and

	 	 
	(e) 	
      reference to any statute, regulation or by-law includes
      amendments, consolidations, re- enactments and replacements thereof and
      instruments and legislation thereunder.




	1.4 	
      INTERPRETATION NOT AFFECTED BY HEADINGS,
    ETC.



The division of this Indenture into Articles, sections and
other subdivisions, the inclusion of a table of contents and the insertion of
headings are for convenience of reference only and do not affect the
construction or interpretation of this Indenture. 

	1.5 	
      APPLICABLE LAW



This Indenture, the Warrants and the Warrant Certificates shall
be governed by and construed in accordance with the laws of the Province of
Ontario and the federal laws of Canada applicable therein.




7 


Any and all disputes arising under this Indenture, the Warrants
and the Warrant Certificates, whether as to interpretation, performance or
otherwise, shall be subject to the non-exclusive jurisdiction of the courts of
the Province of Ontario and each of the parties hereto irrevocably attorns to
the jurisdiction of the courts of such Province. 

	1.6 	
      LANGUAGE CLAUSE



The parties hereto have required that this Indenture and all
documents and notices related thereto or resulting therefrom be drawn up in the
English language. 

	1.7 	
      DAY NOT A BUSINESS DAY



Whenever any payment is due or required to be made or any other
action is required to be taken under this Indenture or the Warrant Certificates
on or as of a day that is not a Business Day, that payment must be made and the
other action must be taken on or as of the next day that is a Business Day.
However notwithstanding the foregoing, this provision shall not under any
circumstances be construed so as to extend the Expiry Date. 

	1.8 	
      CONFLICT



In the event of a conflict or inconsistency between a provision
of this Indenture and in the Warrant Certificates issued hereunder, the relevant
provision in this Indenture shall prevail to the extent of the inconsistency.


	1.9 	
      TIME OF THE ESSENCE



Time shall be of the essence of this Indenture, the Warrants
and the Warrant Certificates. 

	1.10 	
      CURRENCY



Except as otherwise stated, all dollar amounts herein are
expressed in Canadian dollars. 

	1.11 	
      SCHEDULES



Schedule “A” to this Indenture is incorporated into this
Indenture by reference. 

ARTICLE 2 
ISSUE OF WARRANTS 


	2.1 	
      CREATION AND ISSUE OF
WARRANTS




	(1) 	The Corporation hereby creates and authorizes
      the reservation for issue and, as applicable, the issuance of the Warrants
      as of the date hereof and at any additional closings, with the aggregate
      number of Warrants to be issued not to exceed 9,277,500 Warrants. 
	  	  
	(2) 	The Warrant Agent is hereby appointed Warrant
      Agent in respect of the Warrants. 
	  	  
	2.2 	TERMS OF WARRANTS 
	  	  
	(1) 	The Warrants shall be issued hereunder in
      accordance with the direction provided to the Warrant Agent pursuant to
      subsections 2.2, 2.4 and 2.5 hereof. 






8 

	(2) 	
      Upon the valid exercise of the Warrants prior to the
      Expiry Time in accordance with section 3.2 hereof, including payment of
      the Exercise Price in connection therewith, each Warrant shall entitle the
      Holder to acquire, subject to adjustment in accordance with Article 4
      hereof, one Common Share.

	 	 
	(3) 	
      No certificate evidencing fractional Warrants shall be
      issued or otherwise provided for and a Subscriber or a Holder shall not be
      entitled to any cash or other consideration in lieu of any fractional
      interest in a Warrant or claim thereto.

	 	 
	(4) 	
      The number of Common Shares which may be acquired
      pursuant to the exercise of the Warrants shall be adjusted in the events
      and in the manner specified in Article 4.

	 	 
	(5) 	
      All Warrants shall rank pari passu, whatever may
      be the actual date of issue thereof.

	 	 
	(6) 	
      The Warrants and any rights thereunder shall expire in
      accordance with the provisions of section 3.6.




	2.3 	
      WARRANT CERTIFICATES



The Warrant Certificates to be issued to evidence the Warrants
authorized for issuance pursuant to section 2.1 shall be issuable in registered
form only, shall be in the English language and shall be substantially in the
form set out in Schedule “A”. All Warrant Certificates shall be dated as of the
date of their issuance, and shall bear such distinguishing letters and numbers
as the Corporation may, with the approval of the Warrant Agent, prescribe, and
shall be issuable in any denomination excluding fractions. Irrespective of any
adjustments pursuant to Article 4, the Warrant Certificates shall continue to be
in the form set out in Schedule “A” and shall continue to express the number of
Common Shares that may be acquired upon the exercise of the Warrants evidenced
thereby prior to any such adjustment. 

	2.4 	
      SIGNING OF WARRANT
CERTIFICATES



The Warrant Certificates shall be signed by any director or
officer of the Corporation. The signature of such signing officer may be
mechanically reproduced in facsimile and Warrant Certificates bearing such
facsimile signature shall be binding upon the Corporation as if they had been
manually signed by such signing officer. Notwithstanding that any individual
whose manual or facsimile signature appears on any Warrant Certificate as a
signing officer may no longer hold office or a directorship, as applicable, at
the date of issue of such Warrant Certificate or at the date of certification or
delivery thereof, any Warrant Certificate signed as aforesaid shall, subject to
section 2.5, be valid and binding upon the Corporation and the Holder thereof
shall be entitled to the benefits of this Indenture. 

	2.5 	
      COUNTERSIGNATURE BY THE WARRANT
  AGENT




	(1) 	
      Warrant Certificates evidencing the Warrants shall be
      countersigned by or on behalf of the Warrant Agent on written direction of
      the Corporation.

	 	 
	(2) 	
      No Warrant Certificate shall be issued or, if issued,
      shall be valid for any purpose or entitle the Holder to the benefit hereof
      until it has been countersigned by manual signature by or on behalf of the
      Warrant Agent, and such countersignature by the Warrant Agent upon any
      Warrant Certificate shall be conclusive evidence as against the
      Corporation that the Warrant Certificate so countersigned has been duly
      issued hereunder and that the Holder is entitled to the benefits
      hereof.

	 	 
	(3) 	
      The countersignature of the Warrant Agent on Warrant
      Certificates issued hereunder shall not be construed as a representation
      or warranty by the Warrant Agent as to the validity of this
    Indenture or the Warrant Certificates (except the due countersignature
thereof) and the Warrant Agent shall in no respect be liable or answerable for
the use made of the Warrant Certificates or any of them or of the consideration
therefor. 







9 

	2.6 	
      HOLDER NOT A SHAREHOLDER



Nothing in this Indenture or in the holding of a Warrant itself
evidenced by a Warrant Certificate, or otherwise, shall be construed as
conferring upon a Holder any right or interest whatsoever as a shareholder of
the Corporation, including, but not limited to, the right to vote at, to receive
notice of, or to attend, meetings of shareholders or any other proceedings of
the Corporation, or the right to receive dividends and other distributions,
except as may be provided herein or in the Warrant Certificates. 

	2.7 	
      ISSUE IN SUBSTITUTION FOR LOST WARRANT
      CERTIFICATE




	(1) 	
      If any of the Warrant Certificates shall become mutilated
      or lost, destroyed or stolen, the Corporation, subject to applicable law
      and to subsection 2.7(2), shall issue and thereupon, at the written
      direction of the Corporation, the Warrant Agent shall countersign and
      deliver a new Warrant Certificate of like date and tenor as the one
      mutilated, lost, destroyed or stolen upon surrender 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 substituted Warrant Certificate shall be in a form approved by the
      Warrant Agent and shall be entitled to the benefits hereof and shall rank
      equally in accordance with its terms with all other Warrant Certificates
      issued or to be issued hereunder.

	 	 
	(2) 	
      The applicant for the issue of a new Warrant Certificate
      pursuant to this section 2.7 shall bear the reasonable cost of the issue
      thereof and in case of loss, destruction or theft shall, as a condition
      precedent to the issue thereof, furnish to the Corporation and to the
      Warrant Agent evidence of ownership and of the loss, destruction or theft
      of the Warrant Certificate so lost, destroyed or stolen satisfactory to
      the Corporation and to the Warrant Agent in their sole discretion, in each
      case acting reasonably, and such applicant may also be required to furnish
      an indemnity or surety bond in amount and form satisfactory to the
      Corporation and the Warrant Agent in their sole discretion, in each case
      acting reasonably, and shall pay the reasonable charges of the Corporation
      and the Warrant Agent in connection therewith.




	2.8 	
      REGISTER FOR WARRANTS



The Corporation shall cause to be kept by and at the Warrant
Agency and in such other place or places as the Corporation with the approval of
the Warrant Agent may designate, a securities register in which shall be entered
the names and addresses of the Holders and the other particulars, prescribed by
law, of the Warrants held by them. The Corporation shall also cause to be kept
by and at such office the register of transfers, and may also cause to be kept
by the Warrant Agent or such other register or registers and at such other place
or places as the Corporation may designate with the approval of the Warrant
Agent, branch registers of transfers (including, without limitation, branch
registers of transfers at each of the other Warrant Agencies) in which shall be
recorded the particulars of the transfers of Warrants registered in that branch
register of transfers. 

	2.9 	
      TRANSFER OF WARRANTS




	(1) 	
      Subject to subsection 2.9(3) and 3.2(3) below and such
      reasonable requirements as the Warrant Agent may prescribe and all
      applicable securities legislation and requirements of regulatory
      authorities, the Warrants may be transferred on the register kept at the
      Warrant Agency by the Holder or its legal representatives or its attorney
      duly appointed by an instrument in writing in form and manner of execution
      satisfactory to the Warrant Agent only upon the surrendering
  of the relevant Warrant Certificate with the transfer form
      forming part thereof duly completed and signed. After receiving the
      surrendered Warrant Certificate(s) and upon the person surrendering the
      same meeting the requirements set forth above and upon the required
      signature and countersignature in accordance with sections 2.4 and 2.5,
      the Warrant Agent shall issue to the transferee a Warrant Certificate
      representing the Warrants transferred.







10 

	(2) 	
      The Warrants have not been and will not be registered
      under the U.S. Securities Act or under applicable state securities
      laws.

	 	 
	(3) 	
      No transfer of a Warrant shall be valid (i) unless made
      in accordance with the provisions hereof, (ii) until, upon compliance with
      such reasonable requirements as the Warrant Agent may prescribe, such
      transfer is recorded on the register maintained by the Warrant Agent
      pursuant to subsection (1) of this section 2.9, and (iii) until all
      governmental or other charges arising by reason of such transfer have been
      paid.




	2.10 	
      TRANSFEREE ENTITLED TO
  REGISTRATION



The transferee of a Warrant shall, after the transfer form
attached to the Warrant Certificate is duly completed and the Warrant
Certificate and transfer form are lodged with the Warrant Agent, and upon
compliance with all other conditions in that regard required by this Indenture
and by all applicable securities legislation and requirements of regulatory
authorities, be entitled to have his name entered on the register as the owner
of such Warrant free from all equities or rights of set-off or counterclaim
between the Corporation and his transferor or any previous Holder of such
Warrant, save in respect of equities of which the Corporation or the transferee
is required to take notice by statute or by order of a court of competent
jurisdiction. 

	2.11 	
      REGISTERS OPEN FOR
INSPECTION



The registers hereinbefore referred to shall be open at all
reasonable times and upon reasonable notice for inspection by the Corporation,
the Warrant Agent or any Holder. The Warrant Agent shall, from time to time when
requested to do so by the Corporation, furnish the Corporation with a list of
the names and addresses of Holders of Warrants entered in the register kept by
the Warrant Agent and showing the number of Common Shares which may then be
acquired upon the exercise of the Warrants held by each such Holder. 

	2.12 	
      OWNERSHIP OF WARRANTS




	(1) 	
      The Corporation and the Warrant Agent may deem and treat
      the registered Holder of any Warrant Certificate as the absolute owner of
      the Warrants represented thereby for all purposes and the Corporation and
      the Warrant Agent shall not be affected by any notice or knowledge to the
      contrary, except where the Corporation or the Warrant Agent is required to
      take notice by statute or by order of a court of competent jurisdiction.
      For greater certainty, subject to applicable law, neither the Corporation
      nor the Warrant Agent shall be bound to take notice of or see to the
      execution of any trust, whether express, implied or constructive, in
      respect of any Warrant, and may transfer any Warrant on the direction of
      the person registered as Holder thereof, whether named as trustee or
      otherwise, as though that person were the beneficial owner
  thereof.

	 	 
	(2) 	
      Subject to the provisions of this Indenture and
      applicable law, each Holder shall be entitled to the rights and privileges
      attaching to the Warrants held thereby. The exercise of the Warrants in
      accordance with the terms hereof and the receipt by any such Holder of
      Common Shares pursuant thereto shall be a good discharge to the
      Corporation and the Warrant Agent with respect to such Warrants and
      neither the Corporation nor the Warrant Agent shall be bound to inquire
      into the title of any such Holder except where the Corporation or the
Warrant Agent is required to take notice by statute or by order of a court of
competent jurisdiction. 







11 

	2.13 	EXCHANGE OF WARRANT CERTIFICATES 
	  	  
	(1) 	Warrant Certificates, representing Warrants
      entitling the Holders to receive any specified number of Common Shares,
      may, prior to the Expiry Time and upon compliance with the reasonable
      requirements of the Warrant Agent, be exchanged for another Warrant
      Certificate or Warrant Certificates entitling the Holder thereof to
      receive in the aggregate the same number of Common Shares as are issuable
      under the Warrant Certificate or Warrant Certificates so exchanged. 
	  	  
	(2) 	Warrant Certificates may be exchanged only at
      the Warrant Agency or at any other place that is designated by the
      Corporation with the approval of the Warrant Agent. Any Warrant
      Certificates tendered for exchange shall be surrendered to the Warrant
      Agent and shall, upon the valid completion of the exchange in accordance
      with the terms of this Indenture, be cancelled. 
	  	  
	(3) 	Except as otherwise herein provided, the
      Warrant Agent shall charge to the Holder requesting an exchange a
      reasonable sum for each new Warrant Certificate issued in exchange for
      Warrant Certificate(s); and payment of such charges and reimbursement to
      the Warrant Agent or the Corporation for any and all taxes or governmental
      or other charges required to be paid shall be made by such Holder as a
      condition precedent to such exchange. 



	2.14 	ISSUE OF GLOBAL CERTIFICATES 
	  	  
	(1) 	Except for any Warrant Certificates issued to,
      or for the account or benefit of, persons in the United States or U.S.
      Persons, which shall be issued in individually certificated form, the
      Corporation may, at its sole option, specify, in a written order of the
      Corporation delivered to the Warrant Agent, that some or all of the
      Warrants are to be represented by one or more Global Certificates
      registered in the name of the Depository or its nominee, and in such event
      the Corporation shall execute and the Warrant Agent shall certify and
      deliver one or more Global Certificates that shall:




	 	(a) 	
      represent the aggregate number of outstanding Warrants to
      be represented by such Global Certificate(s);

	 	 	 
	 	(b) 	
      be delivered by the Warrant Agent to the Depository or
      pursuant to the Depository’s instructions; and

	 	 	 
	 	(c) 	
      bear a legend substantially to the following
    effect:



“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO
BRIDGEPORT VENTURES INC. (THE “ISSUER”) OR THE WARRANT AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS
REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS
RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE” 




12 

	(2) 	
      Transfers of beneficial ownership in any Warrant
      represented by a Global Certificate will be effected only:

	 	 	 
		(a) 	
      with respect to the interest of a Participant, through
      records maintained by the Depository or its nominee for such Global
      Certificate, and

	 	 	 
		(b) 	
      with respect to the interest of any person other than a
      Participant, through records maintained by Participants. Beneficial Owners
      who are not Participants but who desire to sell or otherwise transfer
      ownership of or any other interest in Warrants represented by such Global
      Certificate may do so only through a Participant.

	 	 	 
	(3) 	
      The rights of Beneficial Owners shall be limited to those
      established by applicable law and agreements between the Depository and
      the Participants and between such Participants and Beneficial Owners and
      must be exercised through a Participant in accordance with the rules and
      procedures of the Depository.

	 	 	 
	(4) 	
      Each of the parties hereto acknowledges and agrees that
      such Holders through their respective Participants are collectively
      entitled, under the terms hereof, to all of the rights accorded to
      registered holders of Warrants and are bound by all of the obligations of
      such Holder.

	 	 	 
	(5) 	
      Subject to subsections 2.14(6) and (7) and 3.2(6) neither
      the Corporation nor the Warrant Agent shall be under any obligation to
      deliver to any Participant or Beneficial Owner, nor shall any Participant
      or Beneficial Owner have any right to require the delivery of, a
      certificate or other instrument evidencing any interest in Warrants
      represented by a Global Certificate. Beneficial Owners who are not
      Participants but who desire to exercise Warrants represented by a Global
      Certificate may do so only through a Participant in accordance with
      subsection 3.2(6).

	 	 	 
	(6) 	
      If any Warrant is represented by a Global Certificate and
      any of the following events occurs:

	 	 	 
		(a) 	
      the Depository or the Company has notified the Warrant
      Agent that (1) the Depository is unwilling or unable to continue as
      Depository or (2) the Depository ceases to be a clearing agency in good
      standing under applicable laws and, in either case, the Company is unable
      to locate a qualified successor Depository within 90 days of delivery of
      such notice;

	 	 	 
		(b) 	
      the Corporation has determined, in its sole discretion,
      with the consent of the Warrant Agent, to terminate the book entry only
      system in respect of such Global Certificate and has communicated such
      determination to the Warrant Agent in writing;

	 	 	 
		(c) 	
      the Corporation or the Depository is required by
      applicable law to take the action contemplated in this Section 2.14(6);
      or

	 	 	 
		(d) 	
      the book entry only system administrated by the
      Depository ceases to exist, then one or more definitive fully registered Warrant
Certificates shall be executed by the Corporation and certified and delivered by
the Warrant Agent to the Depository in exchange for the Global Certificate(s)
held by the Depository. 







13 

	(7) 	
      Fully registered Warrant Certificates issued and
      exchanged pursuant to Section 2.14(6) shall be registered in such names
      and in such denominations as the Depository shall instruct the Warrant
      Agent, provided that the aggregate number of Warrants represented by such
      Warrant Certificates shall be equal to the aggregate number of Warrants
      represented by the Global Certificate(s) so exchanged. Upon exchange of a
      Global Certificate for one or more Warrant Certificates in definitive
      form, such Global Certificate shall be cancelled by the Warrant
    Agent.

	 	 	 
	(8) 	
      Notwithstanding anything herein or in the terms of the
      Warrant Certificates to the contrary, neither the Corporation nor the
      Warrant Agent nor any agent thereof shall have any responsibility or
      liability for:

	 	 	 
		(a) 	
      the records maintained by the Depository relating to any
      ownership interests or any other interests in the Warrants or the
      depository system maintained by the Depository, or payments made on
      account of any ownership interest or any other interest of any person in
      any Warrant represented by any Global Certificate (other than the
      applicable Depository or its nominee);

	 	 	 
		(b) 	
      maintaining, supervising or reviewing any records of the
      Depository or any Participant relating to any such interest; or

	 	 	 
		(c) 	
      advice or representations made or given by the Depository
      or those contained herein that relate to the rules and regulations of the
      Depository or any action to be taken by the Depository on its own
      direction or at the direction of any
Participant.




	2.15 	
      TRANSFER OF WARRANTS REPRESENTED BY GLOBAL
      CERTIFICATES



The provisions of Section 2.9 with respect to the transfer of
Warrants are subject to the provisions of Section 2.14. 

	2.16 	
      RESTRICTIONS AND TRANSFERS UNDER UNITED STATES
      SECURITIES LAWS




	(1) 	
      The Warrants and the Underlying Securities have not been
      and will not be registered under the U.S. Securities Act and applicable
      state securities laws and the Corporation has no current intention to
      effect such registration. Each Warrant Certificate, and each certificate
      representing the Underlying Securities, originally issued to, or for the
      account or benefit of, a U.S. Person or a person in the United States, and
      each Warrant Certificate and each certificate representing Underlying
      Securities issued in exchange therefor in substitution thereof shall bear
      the following additional legend until such time as the legend is no longer
      required under applicable requirements of the U.S. Securities Act or
      applicable state securities laws:



“THE SECURITIES REPRESENTED HEREBY [AND THE SECURITIES
ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES
ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING
SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES
MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE
UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S.
SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL SECURITIES LAWS OR (C) IN
COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT
PROVIDED BY (1) RULE 144 THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER,
IF AVAILABLE, AND, IN BOTH CASES, IN COMPLIANCE WITH ANY APPLICABLE STATE
SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE
REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAWS, AND IN THE CASE OF (C)(1) AND (D) ABOVE, AFTER THE SELLER HAS FURNISHED TO
THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF
THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS
ON STOCK EXCHANGES IN CANADA.”; 




14 

provided, that if at the time the
Corporation is a “foreign issuer” as defined in Regulation S, Warrants or
Underlying Securities bearing such legend are being sold outside the United
States in accordance with Rule 904 of Regulation S and in compliance with
Canadian laws and regulations, the legend may be removed by providing a
declaration to the registrar and transfer agent in the form as the Corporation
may prescribe from time to time; notwithstanding the foregoing, the
Corporation’s transfer agent may impose additional requirements for the removal
of legends from securities sold in accordance with Rule 904 of Regulation S in
the future; provided further, that if any such Warrants or such Underlying
Securities are being sold pursuant to Rule 144 under the U.S. Securities Act,
the legend may be removed by delivery to the registrar and transfer agent of an
opinion of counsel in form and substance reasonably satisfactory to the
Corporation, to the effect that the legend is no longer required under
applicable requirements of the U.S. Securities Act or state securities laws.


	 	(b) 	
      If a certificate representing the Warrants or the
      Underlying Securities is tendered for transfer and bears the legend set
      forth in this subsection and the holder thereof has not obtained the prior
      written consent of the Corporation, the Warrant Agent shall not register
      such transfer unless the transferor has provided the Warrant Agent with
      the certificate representing such securities and the transfer is being
      made (i) to the Corporation, (ii) outside the United States in accordance
      with Rule 904 of Regulation S under the U.S. Securities Act, and in
      compliance with any applicable local securities laws, (iii) in compliance
      with the exemption from registration under the U.S. Securities Act
      provided by (A) Rule 144 thereunder, if available, or (B) Rule 144A
      thereunder, if available, and in both cases, in compliance with any
      applicable state securities laws, or (iv) in another transaction that does
      not require registration under the U.S. Securities
Act or any applicable state securities laws, and in the case of
(iii)(B) and (iv) above, after the seller has furnished to the Corporation to
such effect. 







15 

ARTICLE 3 
EXERCISE OF WARRANTS 

	3.1 	
      RIGHTS OF EXERCISE OF
WARRANTS



Subject to the further provisions hereof, the Warrants may be
exercised at any time up to the Expiry Time. 

	3.2 	METHOD OF EXERCISE OF WARRANTS 
	  	  
	(1) 	Subject always to the provisions of this
      Article 3 and compliance by both the Corporation and the Holder with
      applicable law, the Holder of any Warrant may exercise the right thereby
      conferred on him to acquire one Common Share (subject to adjustment
      pursuant to Article 4) in respect of each Warrant held by surrendering to
      the Warrant Agent at the Warrant Agency the Warrant Certificate(s) held by
      him, together with (i) the exercise form forming part of the Warrant
      Certificate (the “Exercise Form”) duly completed and executed by
      the Holder or his executors, administrators or other legal representatives
      or his or their attorney duly appointed by an instrument in writing in
      form and manner satisfactory to the Warrant Agent, acting reasonably; and
      (ii) a certified cheque, bank draft or money order in lawful money of
      Canada, payable to or to the order of the Corporation in an amount equal
      to $1.40 per Common Share (the “Exercise Price”) multiplied
      by the number of Common Shares subscribed for pursuant to such Exercise
      Form. A Warrant Certificate with the duly completed and executed Exercise
      Form and payment of the applicable Exercise Price shall be deemed to be
      surrendered only upon personal delivery thereof to or, if sent by mail or
      other means of transmission, upon actual receipt thereof by, the Warrant
      Agent at the Warrant Agency. 
	  	  
	(2) 	The Exercise Form shall be executed as set out
      in subsection 3.2(1) and shall specify the number of Common Shares which
      the Holder wishes to acquire (being not more than that number which he is
      entitled to acquire pursuant to the Warrant Certificate(s) so
      surrendered). Such Common Shares shall be issued in the name of the
      Holder. 
	  	  
	(3) 	In the event that a Holder has not exercised
      his Warrants in accordance with the provisions hereof prior to the Expiry
      Time, all Warrants then held by such Holder shall expire and be of no
      further force and effect as at the Expiry Time. 
	  	  
	(4) 	If the principal transfer office of the Warrant
      Agent in the city where the Warrant Agency is situate is for any reason
      not available to act in connection with the exchange of Warrant
      Certificates or exercise of Warrants as contemplated by this Indenture,
      the Corporation and the Warrant Agent shall arrange for another office in
      such city to act in connection with the exchange of Warrant Certificates
      and exercise of Warrants and shall give notice of the change of such
      office to the Holders. 
	  	  
	(5) 	A Beneficial Owner who desires to exercise his
      or her non-certificated Warrants evidenced by a security entitlement in
      respect of Warrants in a book-based securities registration system must do
      so by arranging through a Participant for the issuance of a physical
      Warrant Certificate and/or Exercise Form to be completed and delivered to
      the Warrant Agent together with such other documentation as the Company or
      the Warrant Agent may reasonably require, specifying the number of Common
      Shares subscribed for together with a certified cheque, bank draft or
      money
order in lawful money of Canada payable to or to the order of the Company at par in Toronto, Ontario in an amount equal to the Exercise Price multiplied by the number of Common Shares being purchased. 











16 

	
3.3
		
EFFECT OF EXERCISE OF WARRANTS
	
	
 
		
 
	
	
(1)
		
If the Warrants are duly exercised in accordance with sections 3.1 and 3.2, the Underlying
Securities subscribed for shall be deemed to have been issued and the person or persons to whom
such Underlying Securities are to be issued shall be deemed to have become the holder or holders
of record of such Underlying Securities on the Exercise Date unless the transfer registers for the
Common Shares shall be closed on such date, in which case the Underlying Securities subscribed
for shall be deemed to have been issued and such person or persons shall be deemed to have
become the holder or holders of record of the same on the date on which such transfer registers
are re-opened.
	
	
 
		
 
	
	
(2)	
In the case of Warrants which are exercised in accordance with the provisions of sections 3.1 and
3.2, within three Business Days after the Exercise Date of such Warrants, the Corporation shall
cause to be mailed to the person in whose name the Underlying Securities so subscribed for are to
be delivered, as specified in the Exercise Form, at the address specified in such Exercise Form,
or, if so specified in such Exercise Form, cause to be held for such person for pick-up at the
Warrant Agency, certificates representing the Underlying Securities to be issued pursuant to such
Exercise Form, registered in such name.
	
	
 
		
 
	
	
3.4
		
PARTIAL EXERCISE OF WARRANTS
	
	
 
		
 
	
	
(1)
		
The Holder of any Warrants may exercise his right to acquire Common Shares in part and may
thereby acquire a number of Common Shares less than the aggregate number which he is entitled
to acquire pursuant to the Warrant Certificate(s) surrendered in connection therewith. In the
event of any acquisition of a number of Common Shares less than the number which the Holder
is entitled to acquire, he shall, upon exercise thereof, be entitled to receive, without charge
therefor, a new Warrant Certificate(s) representing the balance of the Common Shares which he
was entitled to acquire pursuant to the surrendered Warrant Certificate(s) and which were not
then acquired.
	
	
 
		
 
	
	
(2)
		
Notwithstanding anything herein contained including any adjustment provided for in Article 4,
the Corporation shall not be required, upon the exercise of any Warrants, to issue fractions of
Common Shares or to distribute certificates which evidence the same. Any fractional Common
Shares to which a Holder is entitled shall be aggregated to form whole Common Shares with any
remaining fractional Common Shares rounded down to a whole Common Share.
	
 
		
 
	
	
3.5
		
CANCELLATION OF WARRANTS
	



All Warrant Certificates surrendered to the Warrant Agent pursuant hereto (including those exercised and surrendered under subsection 3.2 shall be cancelled and, after the expiry of any period of retention prescribed by law, destroyed by the Warrant
Agent, and the Warrant Agent shall furnish the Corporation on request with a destruction certificate identifying the Warrant Certificates so destroyed, the number of Warrants evidenced thereby and the number of Common Shares which could have been or
were acquired pursuant to each destroyed Warrant Certificate. 






17 

	3.6 	
      WARRANTS VOID AFTER THE EXPIRY
  TIME



No Holder shall have any further rights under this Indenture or
the Warrant Certificates (other than the right to receive Common Shares in
respect of Warrants duly exercised prior to or at the Expiry Time, as the case
may be), after the Expiry Time and the Warrants shall be null and void and of no
effect. 

	3.7 	
      ACCOUNTING AND
RECORDING




	(1) 	
      The Warrant Agent shall promptly notify the Corporation
      with respect to Warrants exercised and forward to the Corporation (or into
      an account or accounts of the Corporation as designated by the
      Corporation) all monies received for the purchase of Underlying
      Securities. All such monies, and any securities or other instruments, from
      time to time received by the Warrant Agent, shall be received on behalf of
      the Corporation.

	 	 
	(2) 	
      The Warrant Agent shall record the particulars of
      Warrants exercised which shall include the names and addresses of the
      Persons who become holders of Common Shares on exercise and the Exercise
      Date. Within three Business Days of each Exercise Date, the Warrant Agent
      shall provide such particulars in writing to the
  Corporation.




	3.8 	
      SECURITIES RESTRICTIONS

	 	
       
	(a)	
Notwithstanding anything herein contained, Underlying
Securities shall only be issued by the Corporation (upon exercise of the
Warrants) in compliance with the securities laws of any applicable jurisdiction.


    
	 	
       


	3.9 	
      RESTRICTIONS ON EXERCISE UNDER UNITED STATES
      SECURITIES LAWS




	(1) 	
      The Warrants may not be exercised by or on behalf of a
      person in the United States or a U.S. Person unless registered under the
      U.S. Securities Act or unless an exemption is available from the
      registration requirements of the U.S. Securities Act and applicable state
      securities laws and the holder of the Warrants has furnished an opinion of
      counsel of recognized standing in form and substance reasonably
      satisfactory to the Corporation to such effect; provided that a U.S.
      Institutional Accredited Investor that purchased Units in the
      Corporation's private placement of Units to, or for the account or benefit
      of, persons in the United States or U.S. Persons will not be required to
      deliver an opinion of counsel in connection with the exercise of Warrants
      that are a part of those Units.

	 	 
	(2) 	
      Any Underlying Securities issued to, or for the account
      or benefit of, a person who cannot make the representations set forth in
      Box A on the Exercise Form of the Warrant Certificate shall bear the
      legend set forth in subsection 2.14 above.



ARTICLE 4 
ADJUSTMENT OF NUMBER OF COMMON SHARES



	4.1 	
      ADJUSTMENT UPON COMMON SHARE REORGANIZATION OR CAPITAL
      REORGANIZATION



The acquisition rights in effect at any date attaching to the
Warrants shall be subject to adjustment from time to time as follows: 

	(1) 	
      If, at any time prior to the Expiry Time, the Corporation
      shall:







18 

	 	(a) 	
      subdivide, redivide or change its then outstanding Common
      Shares into a greater number of shares; or

	 	 	 
	 	(b) 	
      consolidate, reduce or combine its then outstanding
      Common Shares into a lesser number of shares; or

	 	 	 
	 	(c) 	
      issue Common Shares or Convertible Securities to all or
      substantially all of the holders of the Common Shares as a stock dividend
      or other distribution (other than a dividend paid in the ordinary
      course);



(any such event being herein called a
“Common Share Reorganization”), then the number of Common Shares that a
Holder is entitled to upon exercise shall be adjusted, effective immediately
after the effective date or record date at which holders of Common Shares are
determined for the purposes of the Common Share Reorganization, by multiplying
the number of Common Shares that a Holder was entitled to upon exercise of
Warrants immediately prior to such effective date or record date by a fraction
of which: 

	 	(a) 	
      the numerator shall be the number of Common Shares
      outstanding immediately after giving effect to such Common Share
      Reorganization, including, without limitation, in the case of a
      distribution of securities exchangeable for or convertible into Common
      Shares, the number of Common Shares that would have been outstanding if
      such securities had been exchanged for or converted into Common Shares on
      such date; and

	 	 	 
	 	(b) 	
      the denominator shall be the number of Common Shares
      outstanding on such effective date or record date before giving effect to
      such Common Share Reorganization.




	(2) 	
      To the extent that any adjustment in the number of Common
      Shares issuable upon exercise of the Warrants occurs pursuant to
      subsection 4.1(1) as a result of the fixing by the Corporation of a record
      date for the distribution of securities exchangeable for or convertible
      into Common Shares, the number of Common Shares to which a Holder is
      entitled on the exercise of his Warrants shall be readjusted immediately
      after the expiration of any relevant exchange or conversion right to the
      number of Common Shares to which such Holder is entitled on the exercise
      of his Warrants which would then be in effect based upon the number of
      Common Shares actually issued and remaining issuable after such
      expiration.

		
       

	
      (3) 
	
      (a)
	
      If, at any time prior to the Expiry Time, there
      occurs:

	
       
	
       
	
       
	
       

		
       
	
      (i)
	
      a reclassification or redesignation of the Common Shares
      or any other capital reorganization; or

	
       
	
       
	
       
	
       

			
      (ii) 
	
      a consolidation, merger or amalgamation of the
      Corporation with or into any other corporation which results in the
      cancellation, reclassification or redesignation of the Common Shares or a
      change or conversion of the Common Shares into other shares or securities
      or the transfer of all or substantially all of the assets of the
      Corporation to another corporation or entity or the Corporation being
      controlled (within the meaning of the Income Tax Act (Canada)) by
      another corporation or entity;



(any such event being herein called a
“Capital Reorganization”), then, immediately upon the effective time of
such Capital Reorganization and at all times thereafter, a Holder who exercises
his right to acquire Common Shares shall be entitled to be issued and receive
and shall accept for the same aggregate consideration, upon such exercise, in
lieu of the number of Common Shares to which he was theretofore entitled upon
exercise of his Warrants the kind and aggregate number of shares or
other securities or property of the Corporation or of the Corporation or other
entity resulting from such Capital Reorganization or any other corporation that
a Holder would have been entitled to be issued and receive upon such Capital
Reorganization if, immediately prior to the effective time thereof, such Holder
had been the registered holder of the number of Common Shares to which he was
theretofore entitled upon exercise of his Warrants. 




19 

	 	(b) 	
      If necessary as a result of any Capital Reorganization,
      appropriate adjustments shall be made in the application of the provisions
      of this section with respect to the rights and interest thereafter of the
      Holders to the end that the provisions set forth in this section shall
      thereafter correspondingly be made applicable as nearly as may reasonably
      be practicable in relation to any shares or other securities or property
      thereafter issuable and deliverable upon the exercise of the Warrants. Any
      such adjustment shall be made by and set forth in an agreement
      supplemental hereto approved by the Board of Directors and by the
      Holders.

	 	 	 	 
	 	(c) 	
      The Corporation shall not complete or facilitate a
      Capital Reorganization if the effect of such transaction is
that:

	 	 	 	 
	 		(i) 	
      all or substantially all of the assets of the Corporation
      become the property of, or are under the control of, or the Corporation is
      controlled (within the meaning of the Income Tax Act (Canada)) by
      another person (an “Acquiring Person”); and

	 	 	 	 
	 		(ii) 	
      holders of Common Shares receive any other security in
      replacement of, or in addition to, or in consideration for their Common
      Shares;



unless, at or prior to the effective
time of such Capital Reorganization, the Acquiring Person agrees to be bound by
the terms of this Indenture by executing and delivering such supplemental
indenture, warrant or other document as may be satisfactory to the Corporation,
acting reasonably. 

	4.2 	ADJUSTMENT UPON RIGHTS
      OFFERING 
	  	  	  	  
	(1) 	(a) 	If and whenever at any time from the
      date hereof and prior to the Expiry Time, the Corporation fixes a record
      date for the issuance of rights, options or warrants to all or
      substantially all the holders of Common Shares pursuant to which those
      holders are entitled to subscribe for, purchase or otherwise acquire
      Common Shares or Convertible Securities within a period of not more than
      45 days from such record date at a price per share, or at a conversion
      price per share, of less than 95% of the Current Market Price on such
      record date (any such issuance being herein called a “Rights
      Offering” and the Common Shares that may be acquired in exercise of
      the Rights Offering, or upon conversion of the Convertible Securities
      offered by the Rights Offering, being herein called the “Offered
      Shares”), the number of Common Shares issuable upon exercise of a
      Warrant shall be adjusted effective immediately after the applicable
      record date to a number that is the product of (1) the number of Common
      Shares issuable upon the exercise of a Warrant in effect on the record
      date and (2) a fraction: 
	  	  	  	  
			(i) 	the numerator of which shall be the sum of (a)
      the number of Common Shares outstanding on the record date plus (b) the
      number of Offered Shares offered pursuant to the Rights Offering or the
      maximum number of Offered Shares into which the Convertible Securities so
      offered pursuant to the Rights Offering may be converted, as the case may
      be; and 






20 

	 	 	(ii) 	
      the denominator of which shall be the sum of:

	 	 	 	 	 
	 	 		(A) 	
      the number of Common Shares outstanding on the record
      date; and

	 	 	 	 	 
	 	 		(B) 	
      the number arrived at when (I) either the product of (a)
      the number of Offered Shares so offered and (b) the price at which those
      shares are offered, or the product of (c) the conversion price thereof and
      (d) the maximum number of Offered Shares for or into which the Convertible
      Securities so offered pursuant to the Rights Offering may be converted, as
      the case may be, is divided by (II) the Current Market Price of the Common
      Shares on the record date.




	 	(b) 	
      Any Offered Shares owned by or held for the account of
      the Corporation or a Subsidiary shall be deemed not to be outstanding for
      the purpose of any such computation; if all the rights, options or
      warrants are not so issued or if all rights, options or warrants are not
      exercised prior to the expiration thereof, the number of Common Shares
      issuable upon exercise of a Warrant shall be readjusted to that number in
      effect immediately prior to the record date, and such number shall be
      further adjusted based upon the number of Offered Shares (or Convertible
      Securities that are convertible into Offered Shares) actually delivered
      upon the exercise of the rights, options or warrants, as the case may be,
      but subject to any other adjustment required hereunder by reason of any
      event arising after that record date.




	
      (2) 
	
      (a) 
	
      If and whenever at any time from the date hereof and
      prior to the Expiry Time, the Corporation issues or distributes to all or
      substantially all the holders of Common Shares, (i) shares of any class
      other than Common Shares, or (ii) rights, options or warrants other than
      rights, options or warrants exercisable within 45 days from the date of
      issue thereof at a price, or at a conversion price, of at least 95% of the
      Current Market Price at the record date for such distribution, or (iii)
      evidences of indebtedness, or (iv) any other cash, securities or other
      property or assets and that issuance or distribution does not constitute a
      dividend paid in the ordinary course or is not adjusted pursuant to
      subsection 4.1(2) or a Rights Offering (any of those non-excluded events
      being herein called a “Special Distribution”), the number of
      Common Shares issuable upon exercise of a Warrant shall be adjusted
      effective immediately after the record date at which the Holders of Common
      Shares are determined for purposes of the Special Distribution to a number
      that is the product of (1) the number of Common Shares issuable upon
      exercise of a Warrant in effect on the record date and (2) a fraction:
      

	
      
	
      
	
      
	
      
	
      

	 	 	 	 
			
      (i) 
	
      the numerator of which shall be the product of (I) the
      sum of the number of Common Shares outstanding on the record date plus the
      number of Common Shares which the Holders would be entitled to receive
      upon exercise of all their outstanding Warrants if they were exercised on
      the record date and (II) the Current Market Price thereof on that date;
      and 

	
      
	
      
	
      
	
      
	
      

	 	 	 	 
	
      
	
      
	
      (ii) 
	
      the denominator of which shall be: 

	
      
	
      
	
      
	
      
	
      

	 	 	 	 	 
				
      (A) 
	
      the product of (I) the sum of the number of Common Shares
      outstanding on the record date plus the number of Shares which the Holders
      would be entitled to receive upon exercise of all their outstanding
      Warrants if they were exercised on the record date and (II) the Current
      Market Price thereof on the earlier of such record date and the date on
      which the Corporation announces its intention to make such Special
      Distribution; 







21 

less 

	 	(B) 	
      the aggregate fair market value, as determined by the
      board, whose determination shall be conclusive, absent manifest error, of
      the shares, rights, options, warrants, evidences of indebtedness or other
      assets issued or distributed in the Special
Distribution.




	 	(b) 	
      Any Common Shares owned by or held for the account of the
      Corporation shall be deemed not to be outstanding for the purpose of any
      such computation; to the extent that the distribution of shares, rights,
      options, warrants, evidences of indebtedness or assets is not so made or
      to the extent that any rights, options or warrants so distributed are not
      exercised, the number of Common Shares issuable upon exercise of a Warrant
      shall be readjusted to the number that would then be in effect based upon
      shares, rights, options, warrants, evidences of indebtedness or assets
      actually distributed or based upon the number of Common Shares or
      Convertible Securities actually delivered upon the exercise of the rights,
      options or warrants, as the case may be, but subject to any other
      adjustment required hereunder by reason of any event arising after the
      record date.




	4.3 	
      ADJUSTMENT TO EXERCISE
PRICE



If at any time after the date hereof and prior to the Expiry
Time any adjustment in the number of Common Shares purchasable upon the exercise
of any Warrant shall occur as a result of the operation of: 

	 	(i) 	
      subsection 4.1(1);

	 	 	 
	 	(ii) 	
      subsection 4.2(1)(a); or

	 	 	 
	 	(iii) 	
      subsection 4.2(2)(a) if the event referred to therein
      constitutes the issue or distribution to all or substantially all the
      holders of Common Shares of (A) Equity Shares, or (B) rights, options or
      warrants exchangeable for or convertible into Equity Shares at an exchange
      or conversion price per Equity Share less than the Current Market Price on
      the record date for such Special Distribution,



then the Exercise Price payable upon the subsequent exercise of
any Warrants shall be simultaneously adjusted by multiplying the Exercise Price
in effect immediately prior to such adjustment by a fraction which shall be the
reciprocal of the fraction employed in the adjustment of the number of Common
Shares issuable upon exercise of the Warrant, in each case subject to
readjustment upon the operation of, and in accordance with, the provisions of
subsections 4.1(2), 4.2(1)(b) and/or 4.2(2)(b), as applicable. 

	4.4 	
      ENTITLEMENT TO SHARES AND OTHER SECURITIES ON EXERCISE
      OF WARRANTS



All shares of any class or other securities which a Holder is
at the time in question entitled to receive on the exercise of his Warrants,
whether or not as a result of adjustments made pursuant to this Article 4,
shall, for the purposes of the interpretation of this Indenture, be deemed to be
shares or other securities which such Holder is entitled to acquire pursuant to
such Warrants. 

	4.5 	
      NO ADJUSTMENT FOR STOCK OPTIONS,
  ETC.



Notwithstanding anything in this Article 4, no adjustment shall
be made in the acquisition rights attached to the Warrants if the issue of
Common Shares, rights, options, warrants or securities exchangeable or
convertible into Common Shares, is being made pursuant to this Indenture or
pursuant to any stock option or stock purchase plan in force from time to time
for directors, officers or employees of the Corporation, or being made to
satisfy existing instruments issued and outstanding as of the date of this
Indenture. 




22 

	4.6 	
      DETERMINATION BY CORPORATION’S
  AUDITORS



In the event of any question arising with respect to the
adjustments provided for in this Article 4, including the failure to adjust,
such question shall be conclusively determined by the Corporation's Auditors or
if they are unwilling or unable to act, by such other firm of independent
accountants accredited by the Canadian Public Accountability Board as may be
selected by the Directors, and they shall have access to all necessary records
of the Corporation, and such determination shall be binding upon the
Corporation, the Warrant Agent, all Holders and all other persons interested
therein. 

	4.7 	
      PROCEEDINGS PRIOR TO ANY ACTION REQUIRING
      ADJUSTMENT



As a condition precedent to the taking of any action which
would require an adjustment in any of the acquisition rights pursuant to any of
the Warrants, including the number of Common Shares which are to be received
upon the exercise thereof, the Corporation shall take any corporate action which
may, in the opinion of its counsel, be necessary in order that the Corporation
has sufficient authorized capital and that the Corporation may validly and
legally issue as fully-paid and non-assessable all the shares, warrants and
other securities which the holders of such Warrants are entitled to receive on
the full exercise thereof in accordance with the provisions hereof. 

	4.8 	
      ACTION REQUIRING
ADJUSTMENT



In case the Corporation, after the date hereof, shall take any
action affecting the Common Shares, other than the actions described in this
Article 4 which, in the opinion of the Directors or the Warrant Agent would
materially affect the rights of the Holders and/or the acquisition rights of the
Holders, then that number of Common Shares which are to be received upon the
exercise of the Warrants shall be adjusted in such manner, if any, and at such
time, by action of the Directors, in their discretion as they may reasonably
determine to be equitable to the Holders in such circumstances, subject to the
prior consent of the TSX or any other exchange on which the Corporation’s
securities are then listed. 

	4.9 	
      CERTIFICATE OF ADJUSTMENT



The Corporation shall from time to time immediately after the
occurrence of any event which requires an adjustment or readjustment as provided
in Article 4, deliver a certificate of the Corporation to the Warrant Agent
specifying the nature of the event requiring the same and the amount of the
adjustment necessitated thereby and setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is based. 

	4.10 	
      NOTICE OF SPECIAL MATTERS



The Corporation covenants with the Warrant Agent that, so long
as any Warrant remains outstanding, it shall send notice to the Warrant Agent
and to the Holders in accordance with Article 10 of any intention to fix a
record date that is prior to the Expiry Time for the issuance of rights, options
or warrants (other than the Warrants) to all or substantially all the holders of
its outstanding Common Shares. Such notice shall specify the particulars of such
event and the record date for such event, provided that the Corporation shall
only be required to specify in the notice such particulars of the event as shall
have been fixed and determined on the date on which the notice is given. The
notice shall be sent in each case not less than 14 days prior to such applicable
record date. 

	4.11 	
      NO ACTION AFTER NOTICE



The Corporation covenants with the Warrant Agent that it will
not close its transfer books or take any other corporate action which might
deprive the Holder of a Warrant of the opportunity to exercise its right of acquisition pursuant thereto during the period of 14 days
after the giving of the notices set forth in section 4.10. 




23 

	4.12 	
      PROTECTION OF WARRANT
AGENT



The Warrant Agent: 

	(1) 	
      shall not at any time be under any duty or responsibility
      to any Holder to determine whether any facts exist which may require any
      adjustment contemplated by Article 4, or with respect to the nature or
      extent of any such adjustment when made, or with respect to the method
      employed in making the same;

	 	 
	(2) 	
      shall not be accountable with respect to the validity or
      value (or the kind or amount) of any Common Shares or any shares or other
      securities or property which may at any time be issued or delivered upon
      the exercise of the rights attaching to any Warrant;

	 	 
	(3) 	
      shall not be responsible for any failure of the
      Corporation to issue, transfer or deliver Common Shares or certificates
      for the same upon the surrender of any Warrants for the purpose of the
      exercise of such rights or to comply with any of the covenants contained
      in this Article 4;

	 	 
	(4) 	
      shall not incur any liability or responsibility
      whatsoever or be in any way responsible for the consequences of any breach
      on the part of the Corporation of any of the representations, warranties
      or covenants herein contained or of any acts of the directors, officers,
      employees, agents or servants of the Corporation; and

	 	 
	(5) 	
      shall be entitled to act and rely upon the certificates
      or adjustment calculations of the Corporation and the auditor of the
      Corporation and any other documents filed by the Corporation pursuant to
      Section 4.8, without verification or
liability.




	4.13 	
      ADJUSTMENTS CUMULATIVE



The adjustments provided in this Article 4 shall be cumulative
and such adjustments shall be made successively whenever an event referred to
herein shall occur. 

ARTICLE 5 
PURCHASES BY THE CORPORATION



	5.1 	
      OPTIONAL PURCHASE BY THE
  CORPORATION



Subject to compliance with securities legislation and approval
of applicable regulatory authorities, the Corporation may from time to time
purchase on any stock exchange, in the open market, by private contract or
otherwise any of the Warrants. Any such purchase shall be made at the lowest
price or prices at which such Warrants are then obtainable (and agreed to by the
sellers of such Warrants), plus reasonable costs of purchase, and may be made in
such manner, from such Persons, and on such other terms as the Corporation and
the sellers of such Warrants may agree. The Warrant Certificates representing
Warrants purchased pursuant to this section 5.1 shall forthwith be delivered to
and cancelled by the Warrant Agent upon the written direction of the
Corporation. No Warrants shall be issued in replacement thereof. 




24 


ARTICLE 6 
COVENANTS OF THE CORPORATION



	6.1 	
      ISSUANCE OF COMMON SHARES



The Warrants, when issued and countersigned as herein provided,
shall be valid and enforceable against the Corporation and, subject to the
provisions of this Indenture, the Corporation shall cause the Common Shares to
be acquired pursuant to the valid exercise of Warrants under this Indenture and
the certificates representing such Common Shares to be duly issued and delivered
in accordance with the Warrant Certificates and the terms hereof. At all times
prior to the Expiry Date, while any of the Warrants are outstanding, the
Corporation shall reserve and there shall be conditionally allotted but unissued
out of its authorized capital that number of Common Shares sufficient to enable
the Corporation to meet its obligations hereunder. All Common Shares issued
pursuant to the exercise of the Warrants shall be issued as fully paid and
non-assessable. The Corporation shall make all requisite filings, and pay all
applicable fees, under applicable Securities Laws to report the exercise of the
Warrants. 

As long as any Warrants remain outstanding the Corporation
covenants to the Warrant Agent for the benefit of the Holders as follows: 

	 	(a) 	
      it will maintain its corporate existence and carry on and
      conduct its business in a prudent manner in accordance with industry
      standards and good business practice;

	 	 	 
	 	(b) 	
      it will use commercially reasonable efforts to maintain
      its status as a reporting issuer (or analogous entity) not in default of
      the requirements of the securities laws of the Designated Provinces for a
      period of not less than 24 months from the date hereof as and it will make
      all requisite filings under the Securities Laws to report the exercise of
      the right to acquire Common Shares pursuant to the Warrants;

	 	 	 
	 	(c) 	
      it will use commercially reasonable efforts to maintain
      the listing of the Common Shares on the TSX for a period of not less than
      24 months from the date hereof; and

	 	 	 
	 	(d) 	
      it will promptly advise the Warrant Agent in writing of
      any default under the terms of this Agreement.




	6.2 	
      NO AMENDMENT TO COMMON
SHARES



So long as any Warrants are outstanding, the Corporation shall
not amend the attributes of the Common Shares unless consented to by the Holders
by Extraordinary Resolution. 

	6.3 	
      TO PAY WARRANT AGENT REMUNERATION AND
    EXPENSES



The Corporation covenants that it shall pay to the Warrant
Agent from time to time reasonable remuneration for its services hereunder and
shall pay or reimburse the Warrant Agent upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Warrant Agent in
the administration or execution of its duties hereunder (including the
reasonable compensation and the disbursements of its counsel and all other
advisers and assistants not regularly in its employ) both before any default
hereunder and thereafter until all duties of the Warrant Agent hereunder shall
be finally and fully performed, except any such expenses, disbursement or
advance as may arise out of or result from the Warrant Agent’s gross negligence,
wilful misconduct or bad faith. The Warrant Agent shall not have any recourse
against the securities or any other property held by it pursuant to this
Indenture for payment of its fees.




25 

	6.4 	
      TO PERFORM COVENANTS



The Corporation shall duly and punctually perform and carry out
all of the acts or things to be done by it as provided in this Indenture and
that it shall do, execute, acknowledge and deliver or cause to be done,
executed, acknowledged and delivered, all other acts, deeds and assurances in
law as the Warrant Agent may reasonably require for the better accomplishing and
effecting the intentions and provisions of this Indenture. 

	6.5 	
      WARRANT AGENT MAY PERFORM
  COVENANTS



If the Corporation shall fail to perform any of its covenants
contained in this Indenture, the Warrant Agent may notify the Holders of such
failure on the part of the Corporation or may itself perform any of the
covenants capable of being performed by it but shall be under no obligation to
perform said covenants or to notify the Holders of such performance by it. All
sums expended or advanced by the Warrant Agent in so doing shall be repayable as
provided in Section 6.3. No such performance, expenditure or advance by the
Warrant Agent shall relieve the Corporation of any default hereunder or of its
continuing obligations under the covenants herein contained. 

	6.6 	
      CERTIFICATES OF NO DEFAULT



At any time if requested by the Warrant Agent, the Corporation
shall deliver to the Warrant Agent an Officers' Certificate stating that the
Corporation has complied with all covenants, conditions or other requirements
contained in this Indenture. In the event that the Corporation has not complied
with all the covenants and conditions contained herein, it will advise the
Warrant Agent and the Holders of such default as soon as reasonably practicable,
specifying the covenant, condition or other requirement which has not been
complied with and giving particulars of such non-compliance. 

	6.7 	
      SOLICITATION OF WARRANT
EXERCISE



The Corporation agrees not to pay any commission or other
remuneration directly or indirectly for soliciting the exercise of Warrants.


	6.8 	
      SECURITIES QUALIFICATION
  REQUIREMENTS



(a)                  If,
in the opinion of counsel to the Warrant Agent, any instrument (not including a
prospectus) is required to be filed with, or any permission is required to be
obtained from the Securities Commissions or the TSX (or any other stock exchange
upon which the Common Shares are listed) or any other step is required under
Securities Laws before any Common Shares which a Holder is entitled to acquire
pursuant to the exercise or deemed exercise of any Warrant may properly and
legally be issued upon due exercise or deemed exercise thereof and thereafter
traded, without further formality or restriction, the Corporation covenants that
it will take such required action. 

(b)                  The
Corporation or, if required by the Corporation, the Warrant Agent will give
notice of the issue of Common Shares pursuant to the exercise or deemed exercise
of Warrants, in such detail as may be required, to the Securities Commissions
and the TSX or any other stock exchange upon which the Common Shares are listed.





26


	ARTICLE 7 
	ENFORCEMENT 



	7.1 	
      SUITS BY HOLDERS OF
WARRANTS



Subject to section 9.11, all or any of the rights conferred
upon any Holder by any of the terms of the Warrant Certificates or this
Indenture may be enforced by the Holder by appropriate legal proceedings but
without prejudice to the right which is hereby conferred upon the Warrant Agent
to proceed in its own name to enforce each and all of the provisions herein
contained for the benefit of the Holders.

	7.2 	
      WAIVER OF DEFAULT



Upon the happening of any default hereunder: 

	(1) 	
      the Holders of not less than 662/3% of the
      Warrants then outstanding shall have the power (in addition to the powers
      exercisable by Extraordinary Resolution) by requisition in writing to
      instruct the Warrant Agent to waive any default hereunder and the Warrant
      Agent shall thereupon waive the default upon such terms and conditions as
      shall be prescribed in such requisition; or

	 	 
	(2) 	
      the Warrant Agent shall have the power to waive any
      default hereunder upon such terms and conditions as the Warrant Agent may
      deem advisable, if, in the Warrant Agent's opinion, the same shall have
      been cured or adequate provision made therefor;



provided that no delay or omission of the Warrant Agent or of
the Holders, as applicable, to exercise any right or power accruing upon any
default shall impair any such right or power or shall be construed to be a
waiver of any such default or acquiescence therein and provided further that no
act or omission either of the Warrant Agent or the Holders in the premises shall
extend to or be taken in any manner whatsoever to affect any subsequent default
hereunder or the rights resulting therefrom. 

ARTICLE 8 
SUCCESSOR CORPORATIONS 

	8.1 	
      CERTAIN REQUIREMENTS



Prior to the exercise of the Warrants, the Corporation shall
not, directly or indirectly, sell, transfer or otherwise dispose of all or
substantially all of its property and assets as an entirety to any other
corporation and shall not amalgamate (except with a wholly-owned Subsidiary) or
merge with or into any other corporation (any such other corporation being
herein referred to as a “Successor Corporation”) unless: 

	(1) 	
      the Successor Corporation executes, before or
      contemporaneously with the consummation of any such transaction, an
      indenture supplemental hereto together with such other instruments as are
      satisfactory to the Warrant Agent and in the opinion of its counsel are
      necessary or advisable to evidence the assumption by the Successor
      Corporation of the due and punctual observance and performance of all the
      covenants and obligations of the Corporation under this Indenture;
    and

	 	 
	(2) 	
      such transaction shall be to the satisfaction of the
      Warrant Agent, acting reasonably, and in the opinion of its counsel, be
      upon such terms so as to substantially preserve and not impair in any
      material respect the rights and powers of the Warrant Agent or of the
      Holders hereunder.







27 

	8.2 	
      VESTING OF POWERS IN
SUCCESSOR



Whenever the conditions of section 8.1 have been duly observed
and performed, the Successor Corporation shall possess and from time to time may
exercise each and every right and power of the Corporation under this Indenture
in the name of the Corporation or otherwise and any act or proceeding by any
provision of this Indenture required to be done or performed by any Directors or
officers of the Corporation may be done and performed with like force and effect
by the Directors or officers of such Successor Corporation. 

ARTICLE 9 
MEETINGS OF HOLDERS OF WARRANTS



	9.1 	
      RIGHT TO CONVENE MEETING



The Warrant Agent may at any time and from time to time and
shall on receipt of a written request of the Corporation or a Holders' Request
and upon being indemnified and funded to its reasonable satisfaction by the
Corporation or by the Holders signing such request against the costs which may
be incurred in connection with the calling and holding of such meeting, convene
a meeting of the Holders. In the event of the Warrant Agent failing, within
seven days after receipt of any such request and such indemnity and funding, to
give notice convening a meeting, the Corporation or such Holders, as the case
may be, may convene such meeting. Every such meeting shall be held in the City
of Toronto, Ontario, or at such other place as may be approved or determined by
the Warrant Agent. 

	9.2 	
      NOTICE OF MEETINGS



At least 21 days' notice of any meeting of the Holders shall be
given to the Holders in the manner provided in Article 10 and a copy thereof
must be sent to the Warrant Agent unless the meeting has been called by it and
to the Corporation unless the meeting has been called by it. Such notice must
state the time when and the place where the meeting is to be held and state
briefly the general nature of the business to be transacted thereat and it shall
not be necessary for any such notice to set out the terms of any resolution to
be proposed or any of the provisions of this Article. 

	9.3 	
      CHAIRMAN



An individual (who need not be a Holder) designated in writing
by the Warrant Agent, shall be the chairman of the meeting and if no individual
is so designated, or if the individual so designated is not present within 15
minutes from the time fixed for the holding of the meeting, the Holders present
in person or by proxy shall choose an individual present to be chairman. 

	9.4 	
      QUORUM



Subject to section 9.12, at any meeting of the Holders a quorum
shall consist of Holders present in person or by proxy and entitled to acquire
at least 20% of the aggregate number of Common Shares which could be acquired
pursuant to the exercise of all of the then outstanding Warrants, provided that
at least two Persons entitled to vote thereat are personally present or
represented by proxy. If a quorum is not present within 30 minutes from the time
fixed for holding any meeting, the meeting, if summoned by the Holders or
pursuant to a Holders' Request, shall be dissolved; but in any other case the
meeting shall be adjourned to the same day in the next week (unless such day is
not a Business Day in which case it shall be adjourned to the next following
Business Day) at the same time and place and no notice shall be required to be
given in respect of such adjourned meeting. At the adjourned meeting the Holders
present in person or by proxy shall form a quorum and may transact the business
for which the meeting was originally convened notwithstanding that they may not be entitled to
acquire at least 20% of the Common Shares which may be acquired pursuant to the
exercise of all of the then outstanding Warrants. 






28 

	9.5 	
      POWER TO ADJOURN



The chairman of any meeting at which a quorum is present may
with the consent of the meeting adjourn any such meeting and no notice of such
adjournment need be given except such notice, if any, as the meeting may
prescribe. 

	9.6 	
      SHOW OF HANDS



Every question submitted to a meeting shall be decided in the
first place by a majority of the votes given on a show of hands except that
votes on Extraordinary Resolutions shall be given in the manner hereinafter
provided. At any such meeting, unless a poll is duly demanded as herein
provided, a declaration by the chairman that a resolution has been carried or
carried unanimously or by a particular majority or lost or not carried by a
particular majority shall be conclusive evidence of the fact. 

	9.7 	
      POLL



On every Extraordinary Resolution, and on any other question
submitted to a meeting when demanded by the chairman or by one or more Holders
and/or proxies for Holders, a poll must be taken in such manner and either at
once or after an adjournment, as the chairman directs. Questions other than
Extraordinary Resolutions shall, if a poll is taken, be decided by a majority of
the votes cast on the poll. 

On a show of hands, every Person who is present and entitled to
vote, whether as a Holder or as proxy for one or more Holders or both, shall
have one vote. On a poll, each Holder present in person or represented by a
proxy duly appointed by an instrument in writing shall be entitled to one vote
in respect of each Common Share to which that Person is entitled to acquire
pursuant to the Warrant or Warrants held or represented by that Person. A proxy
need not be a Holder. In the case of joint Holders of a Warrant, any one of them
present in person or by proxy at the meeting may vote in the absence of the
other or others; but in case more than one of them is present in person or by
proxy, they must vote together in respect of the Warrants of which they are
joint Holders. The chairman of any meeting shall be entitled, both on a show of
hands and on a poll, to vote in respect of any Warrants held or represented by
him, but shall not have a second or deciding vote. 

	9.8 	
      VOTING




	9.9 	
      REGULATIONS




	(1) 	
      The Warrant Agent or the Corporation with the approval of
      the Warrant Agent, may from time to time make or vary or restate such
      regulations as it shall from time to time think fit regarding the
      following:

	 	 	 
		(a) 	
      providing for and governing the voting by proxy by
      Holders and the form of instrument appointing proxies and the manner in
      which the same shall be executed, and for the production of the authority
      of any Person signing on behalf of the giver of such proxy;

	 	 	 
		(b) 	
      for the deposit of instruments appointing proxies at such
      place as the Warrant Agent, the Corporation or the Holders convening the
      meeting, as the case may be, may, in the notice convening the meeting,
      direct and the time, if any, before the holding of the meeting or any
      adjournment thereof by which the same must be
deposited;







29 

	 	(c) 	
      for the deposit of instruments appointing proxies at some
      approved place or places other than the place at which the meeting is to
      be held and enabling particulars of such instruments appointing proxies to
      be mailed, telecopied or sent by facsimile before the meeting to the
      Corporation or to the Warrant Agent at the place where the same is to be
      held and for the voting of proxies so deposited as though the instruments
      themselves were produced at the meeting; and

	 	 	 
	 	(d) 	
      generally, the calling of meetings of Holders and the
      conduct of business thereat.




	(2) 	
      Any regulations so made shall be binding and effective
      and the votes given in accordance therewith shall be valid and shall be
      counted. Except as such regulations may provide, the only Persons who
      shall be recognized at any meeting as Holders, or as entitled to vote or
      be present at the meeting in respect thereof (subject to section 9.10),
      shall be the Holders and Persons whom the Holders have by instrument in
      writing duly appointed as their proxies.




	9.10 	
      CORPORATION AND WARRANT AGENT MAY BE
      REPRESENTED



The Corporation and the Warrant Agent, by their respective
officers or directors, and the legal advisers of the Corporation and the Warrant
Agent, may attend any meeting of the Holders, and shall be recognized and given
reasonable opportunity to speak to any resolutions proposed for consideration by
the meeting, but shall not be entitled to vote thereat, whether in respect of
any Warrants held by them or otherwise. 

	9.11 	
      POWERS EXERCISABLE BY EXTRAORDINARY
    RESOLUTION



Subject to applicable law and the rules and regulations of any
stock exchange having jurisdiction, in addition to the powers conferred upon
them by any other provisions of this Indenture or by law, the Holders at a
meeting shall have the power, exercisable from time to time by Extraordinary
Resolution: 

	(1) 	
      to sanction any modification, abrogation, alteration,
      compromise or arrangement of the rights of the Holders and/or the Warrant
      Agent against the Corporation, or against its property, whether such
      rights arise under this Indenture or the Warrant Certificates or
      otherwise;

	 	 
	(2) 	
      to assent to any modification of or change in or addition
      to or omission from the provisions contained in this Indenture or in the
      Warrant Certificates which must be agreed to by the Corporation and to
      authorize the Warrant Agent to concur in and execute any indenture
      supplemental hereto embodying any such modification, change, addition or
      omission;

	 	 
	(3) 	
      to sanction any scheme for the reconstruction or
      reorganization of the Corporation or for the consolidation, amalgamation
      or merger of the Corporation with any other corporation or for the sale,
      leasing, transfer or other disposition of the undertaking, property and
      assets of the Corporation or any part thereof, provided that no such
      sanction shall be necessary in respect of any such transaction if section
      8.1 has been complied with;

	 	 
	(4) 	
      to direct or authorize the Warrant Agent to exercise any
      power, right, remedy or authority given to it by this Indenture in any
      manner specified in any such Extraordinary Resolution or to refrain from
      exercising any such power, right, remedy or authority;

	 	 
	(5) 	
      to waive and direct the Warrant Agent to waive any
      default of the Corporation hereunder either unconditionally or upon any
      condition specified in such Extraordinary Resolution;

	 	 
	(6) 	
      to restrain any Holder from taking or instituting any
      suit, action or proceeding for the purpose of enforcing any of the
      covenants of the Corporation contained in this Indenture or the Warrant
      Certificates, or for the execution of any power
  hereunder;







30 

	(7) 	
      to direct any Holder who, as such, has brought any
      action, suit or proceeding to stay or discontinue or otherwise deal with
      the same upon payment of the costs, charges and expenses reasonably and
      properly incurred by such Holder in connection therewith; and

	 	 
	(8) 	
      to amend, alter or repeal any Extraordinary Resolution
      previously passed or sanctioned by the Holders.

	 	 
	9.12	
      MEANING OF “EXTRAORDINARY RESOLUTION”

	 	 
	(1) 	
      The expression “Extraordinary Resolution” when
      used in this Indenture means, subject as provided in this Article, a
      resolution proposed to be passed at a meeting of Holders duly convened and
      held in accordance with the provisions of this Article 9 at which there
      are Holders present in person or by proxy who are entitled to acquire at
      least 20% of the aggregate number of Common Shares which may be acquired
      pursuant to the exercise of all of the then outstanding Warrants and
      passed by the affirmative votes of the Holders entitled to acquire at
      least 66 2/3% of the aggregate number of Common Shares which may be
      acquired pursuant to the exercise of all of the then outstanding Warrants
      represented at the meeting and voted on a poll upon such
  resolution.

	 	 
	(2) 	
      If, at any such meeting, the Holders entitled to acquire
      at least 20% of the Common Shares which may be acquired pursuant to the
      exercise of all of the then outstanding Warrants are not present in person
      or by proxy within 30 minutes after the time appointed for the meeting,
      then the meeting, if convened by or on the requisition of the Holders,
      shall be dissolved; but in any other case it shall stand adjourned to such
      date, being not less than 14 nor more than 60 days later, and to such
      place and time as may be appointed by the chairman. Not less than seven
      days' prior notice shall be given of the time and place of such adjourned
      meeting in the manner provided in Article 10. Such notice must state that
      at the adjourned meeting the Holders present in person or by proxy shall
      form a quorum but it shall not be necessary to set forth the purposes for
      which the meeting was originally called or any other particulars. At the
      adjourned meeting, the Holders present in person or by proxy shall form a
      quorum and may transact the business for which the meeting was originally
      convened and a resolution proposed at such adjourned meeting and passed by
      the requisite vote as provided in subsection 9.12(1) shall be an
      Extraordinary Resolution within the meaning of this Indenture,
      notwithstanding that Holders entitled to acquire at least 20% of the
      Common Shares which may be acquired pursuant to the exercise of all of the
      then outstanding Warrants are not present in person or by proxy at such
      adjourned meeting.

	 	 
	(3) 	
      Votes on an Extraordinary Resolution shall always be
      given on a poll and no demand for a poll on an Extraordinary Resolution
      shall be necessary.




	9.13 	
      POWERS CUMULATIVE



It is hereby declared and agreed that any one or more of the
powers and/or any combination of the powers in this Indenture stated to be
exercisable by the Holders by Extraordinary Resolution or otherwise may be
exercised from time to time and the exercise of any one or more of such powers
or any combination of powers from time to time shall not be deemed to exhaust
the rights of the Holders to exercise the same or any other such power or
combination of powers thereafter from time to time. 

	9.14 	
      MINUTES



Minutes of all resolutions and proceedings at every meeting of
Holders shall be made and duly entered in books to be from time to time provided
for that purpose by the Warrant Agent at the expense of the Corporation, and any
such minutes as aforesaid, if signed by the chairman or secretary of the meeting
at which such resolutions were passed or proceedings had, or by the chairman or
secretary of the next succeeding meeting (if any) of the Holders, shall be prima
facie evidence of the matters therein stated and, until the contrary is
proved, every such meeting in respect of the proceedings of which minutes shall
have been made shall be deemed to have been duly held and convened, and all
resolutions passed thereat or proceedings taken thereat, to have been duly
passed and taken. 




31 

	9.15 	
      INSTRUMENTS IN WRITING



All actions which may be taken and all powers which may be
exercised by the Holders at a meeting held as hereinbefore provided in this
Article provided may also be taken and exercised by Holders entitled to acquire
at least 66 2/3% of the Common Shares which may be acquired pursuant to the
exercise of all of the then outstanding Warrants by an instrument in writing
signed in one or more counterparts and the expression “Extraordinary
Resolution” when used in this Indenture shall include an instrument so
signed. 

	9.16 	
      BINDING EFFECT OF
RESOLUTIONS



Every resolution and every Extraordinary Resolution passed in
accordance with the provisions of this Article 9 at a meeting of Holders shall
be binding upon all Holders, whether present at or absent from such meeting, and
every instrument in writing signed by the Holders in accordance with section
9.15 shall be binding upon all the Holders of Warrants, whether signatories
thereto or not, and each and every Holder shall be bound to give effect
accordingly to every such resolution, Extraordinary Resolution and instrument in
writing. 

ARTICLE 10
NOTICES 

	10.1 	
      NOTICE TO THE CORPORATION AND THE WARRANT
    AGENT




	(1) 	
      Unless herein otherwise expressly provided, any notice to
      be given hereunder to the Corporation or the Warrant Agent shall be deemed
      to be validly given if delivered or if sent by registered letter, postage
      prepaid, or by facsimile transmission:




	 	 	if to the Corporation: 
	 	 	 	  	  
	 	 	 	Bridgeport Ventures Inc. 
	 	 	 	357 Bay Street, Suite 900 
	 	 	 	Toronto, Ontario 
	 	 	 	Canada M5T 2T7 
	 	 	 	  	  
	 	 	 	Attention: 	President 
	 	 	 	Fax: 	(416) 350-2356 
	 	 	 	  	  
	 	 	with a copy to: 
	 	 	 	  	  
	 	 	 	Cassels Brock & Blackwell LLP
  
	 	 	 	2100 Scotia Plaza 
	 	 	 	40 King Street West 
	 	 	 	Toronto, Ontario M5H 3C2 
	 	 	 	  	  
	 	 	 	Attention: 	Jay Goldman 
	 	 	 	Fax: 	(416) 644-9337 






32 

	 	 	if to the Warrant Agent: 
	 	 	 	  	  
	 	 	 	Valiant Trust Company 
	 	 	 	Suite 1800, 130 King Street West
  
	 	 	 	Toronto, Ontario M5X 1A9 
	 	 	 	  	  
	 	 	 	Attention: 	Manager, Client Services 
	 	 	 	Fax: 	(416) 360-1646 


and any such notice delivered in
accordance with the foregoing shall be deemed to have been received on the date
of delivery or if sent by facsimile transmission, on the first Business Day
following such transmission or, if mailed, on the fifth Business Day following
the date of the postmark on such notice. 

	(2) 	The Corporation or the Warrant Agent, as the
      case may be, may from time to time notify the others in the manner
      provided in subsection 10.1(1) of a change of address which, from the
      effective date of such notice and until changed by like notice, shall be
      the address of the Corporation or the Warrant Agent, as the case may be,
      for all purposes of this Indenture. 
	  	  
	10.2 	NOTICE TO HOLDERS OF WARRANTS
  


Except as herein otherwise expressly provided and subject to
section 10.3, any notice required or permitted to be given to Holders under the
provisions of this Indenture shall be deemed to be validly given if personally
delivered or if sent by ordinary post to the Holders at their addresses
appearing in one of the registers hereinbefore mentioned. Any notice so sent
shall be deemed to have been received on the next Business Day after the date of
delivery to such address or, if mailed, on the fifth Business Day following the
date on which it was mailed. Accidental error or omission in giving notice or
accidental failure to give notice to Holders shall not invalidate any action or
proceeding founded thereon. In determining under any provision hereof the date
when notice of any meeting or other event must be given, the date of giving
notice shall be included and the date of the meeting or other event shall be
excluded. 

	10.3 	
      MAIL SERVICE
INFORMATION




	(1) 	
      If by reason of any interruption of mail service, actual
      or threatened, any notice to be given to the Holders, the Warrant Agent or
      the Corporation would be unlikely to reach its destination in the ordinary
      course of mail, such notice shall be valid and effective only if the
      notice is:

	 	 	 
		(a) 	
      in the case of the Warrant Agent or the Corporation,
      delivered to an officer of the party to which it is addressed or if sent
      to such party, at the appropriate address in accordance with section 10.1
      by facsimile or other means of prepaid transmitted or recorded
      communication; and

	 	 	 
		(b) 	
      in the case of Holders, published once (i) in the
      national edition of The Globe & Mail; and (ii) in such other place or
      places and manner, if any, as the Warrant Agent may require.

	 	 	 
	(2) 	
      Any notice given to the Holders by publication shall be
      deemed to have been given on the last day on which publication shall have
      been effected as required pursuant to subsection
10.3(1).







33 


ARTICLE 11 
CONCERNING THE WARRANT AGENT



	11.1 	WARRANT INDENTURE LEGISLATION 
	  	  
	
      (1) 
	
      The expression “Indenture Legislation” means the
      provisions, if any, of any statute of Canada or any province thereof, and
      of any regulations under any such statute, relating to warrant indentures
      and to the rights, duties and obligations of warrant agents under warrant
      indentures and of corporations issuing their securities under warrant
      indentures, to the extent that such provisions may at the time be in force
      and applicable to this Indenture or the Corporation. 

	
       
	
       

	
      (2) 
	
      The Corporation and the Warrant Agent agree that each
      shall at all times in relation to this Indenture and in relation to any
      action to be taken hereunder observe and comply with and be entitled to
      the benefits of Indenture Legislation. 

	
       
	
       

	
      (3) 
	
      If and to the extent that any provision of this Indenture
      limits, qualifies or conflicts with any mandatory requirement of Indenture
      Legislation, such mandatory requirement shall prevail. 

	  	  
	11.2 	NO CONFLICT OF INTEREST



The Warrant Agent represents to the Corporation that at the
date of the execution and delivery of this Indenture there exists no material
conflict of interest in its duties and obligations as a warrant agent hereunder.
In the event of a material conflict of interest arising in the Warrant Agent’s
role as warrant agent hereunder the Warrant Agent shall, as soon as practicable
but in any case within 20 days after ascertaining that it has such material
conflict of interest, either eliminate the same or assign its duties and
obligations hereunder to a successor Warrant Agent approved by the Corporation.
Notwithstanding the foregoing provisions of this section, if any such material
conflict of interest exists or hereafter shall exist, the validity and
enforceability of this Indenture and the Warrant Certificate(s) shall not be
affected in any manner whatsoever by reason hereof.

	11.3 	REPLACEMENT OF WARRANT AGENT 
	  	  
	
      (1) 
	
      The Warrant Agent may resign and be discharged from all
      duties and liabilities hereunder by giving to the Corporation at least 45
      days' notice in writing or such shorter notice as the Corporation may
      accept as sufficient. The Holders by Extraordinary Resolution shall have
      the power at any time to remove the existing Warrant Agent and to appoint
      a new Warrant Agent. If the Warrant Agent resigns or is removed by
      Extraordinary Resolution or is dissolved, becomes bankrupt, goes into
      liquidation or otherwise becomes incapable of acting hereunder, the
      Corporation shall forthwith appoint a new Warrant Agent unless a new
      Warrant Agent has already been appointed by the Holders; failing such
      appointment by the Corporation, the retiring Warrant Agent or any Holder
      may apply to a judge of a court having jurisdiction, on such notice as
      such judge may direct, for the appointment of a new Warrant Agent; but any
      new Warrant Agent so appointed by the Corporation or by the Court shall be
      subject to removal as aforesaid by the Holders. Any new Warrant Agent
      appointed under any provision of this section must be a corporation
      authorized to carry on the business of a transfer agent in the Province of
      Ontario and, if required by the applicable warrant indenture legislation
      of any other province, in that other province, and must be a corporation
      which is independent of the Corporation and has no material conflict of
      interest. On any new appointment the new Warrant Agent shall be vested
      with the same powers, rights, duties and responsibilities as if it had
      been originally named herein as Warrant Agent without any further
      assurances conveyance, act or deed. If, for any reason, it becomes
      necessary or expedient to execute any further deed or assurance, the
      former Warrant Agent shall, at the expense of the Corporation, execute the
same in favour of the new warrant agent. 







34 

	(2) 	
      Any corporation into which the Warrant Agent may be
      merged or with which it may be consolidated or amalgamated or any
      corporation resulting from any merger, consolidation or amalgamation to
      which the Warrant Agent shall be a party or any corporation succeeding to
      the transfer agency business of the Warrant Agent, shall be the successor
      Warrant Agent under this Indenture without the execution of any instrument
      or any further act.

	 	 
	(3) 	
      Upon the appointment of a new Warrant Agent, the
      Corporation shall promptly notify the Holders thereof in the manner
      prescribed by section 10.2 hereof.

	 	 
	11.4	
      EVIDENCE, EXPERTS AND ADVISERS

	 	 
	(1)	
       In addition to the reports, certificates, opinions
      and other evidence required by this Indenture, the Corporation shall
      furnish to the Warrant Agent such additional evidence of compliance with
      any provision hereof, and in such form, as may be prescribed by Indenture
      Legislation or as the Warrant Agent may reasonably require by written
      notice to the Corporation.

	 	 
	(2)	
      In the exercise of its rights and duties hereunder, the
      Warrant Agent may, if it is acting in good faith, rely as to the truth of
      the statements and the accuracy of the opinions expressed in statutory
      declarations, opinions, reports, written requests, consents, or orders of
      the Corporation, certificates of the Corporation or other evidence
      furnished to the Warrant Agent pursuant to any provision hereof or any
      Indenture Legislation or pursuant to a request of the Warrant Agent, not
      only as to its due execution and the validity and effectiveness of its
      provisions, but also to the truth and acceptability of any information
      therein contained which the Warrant Agent in good faith believes to be
      genuine.

	 	 
	(3)	
      Proof of the execution of an instrument in writing,
      including a Holders' Request, by any Holder may be made by the certificate
      of a notary public, or other officer with similar powers, that the person
      signing such instrument acknowledged to it the execution thereof, or by an
      affidavit of a witness to such execution or in any other manner which the
      Warrant Agent may consider adequate.

	 	 
	(4)	
      The Warrant Agent may, at the expense of the Corporation,
      employ or retain such counsel, accountants, appraisers or other experts or
      advisers as it may reasonably require for the purpose of discharging its
      duties hereunder and may pay reasonable remuneration for all services so
      performed by any of them, without taxation of costs of any counsel, and
      shall not be responsible for any misconduct or negligence on the part of
      any such experts or advisers who have been appointed with reasonable care
      by the Warrant Agent.

	 	 
	11.5	
      WARRANT AGENT MAY DEAL IN
  SECURITIES



Subject to section 11.2, the Warrant Agent may buy, sell, lend
upon and deal in securities of the Corporation and generally contract and enter
into financial transactions with the Corporation or otherwise, without being
liable to account for any profits made thereby. 

	11.6 	
      WARRANT AGENT NOT ORDINARILY
  BOUND



Except as otherwise specifically provided herein, the Warrant
Agent shall not, subject to the provisions of Indenture Legislation, be bound to
give notice to any Person of the execution hereof, nor to do, observe or perform
or see to the observance or performance by the Corporation of any of the
obligations herein imposed upon the Corporation or of the covenants on the part
of the Corporation herein contained. 




35 

	11.7 	
      WARRANT AGENT NOT REQUIRED TO GIVE
  SECURITY



The Warrant Agent shall not be required to give any bond or
security in respect of the execution or administration of its duties under this
Indenture or otherwise in respect of the premises. 

	11.8 	
      WARRANT AGENT NOT REQUIRED TO GIVE NOTICE OF
      DEFAULT



The Warrant Agent shall not be bound to give any notice or do
or take any act, action or proceeding by virtue of the powers conferred on it
hereby unless and until it shall have been required to do so under the terms
hereof; nor shall the Warrant Agent be required to take notice of any default
hereunder, unless and until notified in writing of such default, which notice
shall distinctly specify the default desired to be brought to the attention of
the Warrant Agent and in the absence of any such notice the Warrant Agent may
for all purposes of this Indenture conclusively assume that no default has been
made in the observance or performance of any of the representations, warranties,
covenants, agreements or conditions contained herein. Any such notice shall in
no way limit any discretion herein given to the Warrant Agent to determine
whether or not the Warrant Agent shall take action with respect to any default.


	11.9 	
      ACCEPTANCE OF APPOINTMENT



The Warrant Agent hereby accepts its appointment as warrant
agent under this Indenture and agrees to perform its duties hereunder upon the
terms and conditions herein set forth or referred to unless and until discharged
therefrom by resignation or in some other lawful way.

	11.10 	
      DUTIES OF WARRANT AGENT



The Warrant Agent, in exercising its powers and discharging its
duties hereunder, shall: 

	(1) 	
      act honestly and in good faith; and

	 	 	 
	(2) 	
      exercise the care, diligence and skill that a reasonably
      prudent warrant agent would exercise in comparable
circumstances.

	 	 	 
	11.11	
      ACTIONS BY WARRANT AGENT

	 	 	 
	(1) 	
      The Warrant Agent shall have the power to institute and
      to maintain such actions and proceedings as it may consider necessary or
      expedient to preserve, protect or enforce its interests and the interests
      of the Holders.

	 	 	 
	(2) 	
      Subject only to section 11.9, the obligation of the
      Warrant Agent to commence or continue any act, action or proceeding for
      the purpose of enforcing any rights of the Warrant Agent or the Holders
      hereunder shall be conditional upon the Holders delivering to the Warrant
      Agent:

	 	 	 
	 	(a) 	a Holder's Request or Extraordinary Resolution directing
      the Warrant Agent to take such act, action, or proceeding;
	 	 	 
		(b) 	
      sufficient funds to commence or continue such act, action
      or proceeding; and

	 	 	 
		(c)	
       an indemnity reasonably satisfactory to the Warrant
      Agent to protect and hold harmless the Warrant Agent against the costs,
      charges and expenses and liabilities to be incurred thereby and any loss
      and damages it may suffer by reason thereof.







36 

	(3) 	
      None of the provisions contained in this Indenture shall
      require the Warrant Agent to expend or risk its own funds or otherwise
      incur financial liability in the performance of any of its duties or in
      the exercise of any of its rights or powers unless indemnified and funded
      as aforesaid.

	 	 
	(4) 	
      The Warrant Agent may, before commencing or at any time
      during the continuance of any such act, action or proceeding, require the
      Holders, at whose instance it is acting, to deposit with the Warrant Agent
      the Warrants held by them, for which Warrants the Warrant Agent shall
      issue receipts.

	 	 
	11.12	
      PROTECTION OF WARRANT
AGENT



By way of supplement to the provisions of any law for the time
being relating to Warrant Agents it is expressly declared and agreed as follows:


	(1) 	
      the Warrant Agent shall not be liable for or by reason of
      any statements of fact or recitals in this Indenture or in the Warrant
      Certificates (except the representation contained in section 11.2) or be
      required to verify the same, but all such statements or recitals are and
      shall be deemed to be made by the Corporation;

	 	 
	(2) 	
      nothing herein contained shall impose any obligation on
      the Warrant Agent to see to or to require evidence of the registration or
      filing (or renewal thereof) of this Indenture or any instrument ancillary
      or supplemental hereto; and

	 	 
	(3) 	
      the Warrant Agent shall not be bound to give notice to
      any person or persons of the execution hereof.




	11.13 	
      INDEMNIFICATION OF THE WARRANT
  AGENT



The Warrant Agent shall at all times be indemnified and saved
harmless by the Corporation from and against all claims, demands, losses,
actions, causes of action, costs, charges, expenses, damages and liabilities
whatsoever arising in connection with this Indenture, including, without
limitation, those arising out of or related to actions taken or omitted to be
taken by the Warrant Agent contemplated hereby, legal fees and disbursements on
a solicitor and client basis and costs and expenses incurred in connection with
the enforcement of this indemnity, which the Warrant Agent may suffer or incur,
whether at law or in equity, in any way caused by or arising, directly or
indirectly, in respect of any act, deed, matter or thing whatsoever made, done,
acquiesced in or omitted in or about or in relation to the execution of its
duties as Warrant Agent. The foregoing provisions of this section do not apply
to the extent that in any circumstances there has been acts of gross negligence
or wilful misconduct by the Warrant Agent. This indemnity shall survive the
termination or discharge of this Indenture and the resignation or removal of the
Warrant Agent. 

	11.14 	
      THIRD PARTY INTERESTS



Each party to this Indenture hereby represents to the Warrant
Agent that any account to be opened by, or interest to held by the Warrant Agent
in connection with this Indenture, for or to the credit of such party, either
(i) is not intended to be used by or on behalf of any third party; or (ii) is
intended to be used by or on behalf of a third party, in which case such party
hereto agrees to complete and execute forthwith a declaration in the Warrant
Agent's prescribed form as to the particulars of such third party.

	11.15 	
      NOT BOUND TO ACT



The Warrant Agent shall retain the right not to act and shall
not be liable for refusing to act if, due to a lack of information or for any
other reason whatsoever, the Warrant Agent, in its sole judgment, determines that such act might cause it to be in non-compliance
with any applicable anti-money laundering or anti-terrorist legislation,
regulation or guideline. Further, should the Warrant Agent, in its sole
judgment, determine at any time that its acting under this Indenture has
resulted in its being in non-compliance with any applicable anti-money
laundering or anti-terrorist legislation, regulation or guideline, then it shall
have the right to resign on 10 days written notice to the Corporation, provided
(i) that the Warrant Agent's written notice shall describe the circumstances of
such non-compliance; and (ii) that if such circumstances are rectified to the
Warrant Agent's satisfaction within such ten day period, then such resignation
shall not be effective. 




37 

	11.16 	
      PRIVACY LAWS



The parties acknowledge that federal and/or provincial
legislation that addresses the protection of individuals’ personal information
(collectively, “Privacy Laws”) applies to obligations and activities
under this Indenture. Despite any other provision of this Indenture, neither
party shall take or direct any action that would contravene, or cause the other
to contravene, applicable Privacy Laws. The Corporation shall, prior to
transferring or causing to be transferred personal information to the Warrant
Agent, obtain and retain required consents of the relevant individuals to the
collection, use and disclosure of their personal information, or shall have
determined that such consents either have previously been given upon which the
parties can rely or are not required under the Privacy Laws. The Warrant Agent
shall use commercially reasonable efforts to ensure that its services hereunder
comply with Privacy Laws.

ARTICLE 12 
SUPPLEMENTAL INDENTURES 


	
      12.1 
	
      SUPPLEMENTAL INDENTURES 

	
      
	
      
	
      

	
       	
       
	
      (1) 
	
      From time to time the Warrant Agent and, when authorized
      by a resolution of its Directors, the Corporation may, subject to the
      provisions hereof, and they shall, when required by this Indenture,
      execute, acknowledge and deliver, by their proper officers, deeds or
      indentures supplemental hereto, which thereafter shall form part hereof,
      for any one or more of the following purposes: 

	
      
	
      
	
      

	
       	
       	
       
	
      

      
	
      (a) 
	
      adding to the covenants of the Corporation herein
      contained for the protection of the Holders in addition to those herein
      specified; 

	
      
	
      
	
      

	
       	
       	
       
	
      

      

      

      
	
      (b) 
	
      making such provision not inconsistent with this
      Indenture as may be necessary or desirable with respect to matters or
      questions arising hereunder provided that the Warrant Agent shall be of
      the opinion, relying on the advice of its counsel, that such provisions
      shall not be prejudicial to the interests of the Holders; 

	
       	
       	
       
	
      
	
      
	
      

	
      

      
	
      (c) 
	
      adding to or altering the provisions hereof in respect of
      the transfer of Warrants, making provision for the exchange of Warrant
      Certificates and making any modification in the   form of
      the Warrant Certificate which does not affect the substance thereof;
    

	
       	
       	
       
	
      
	
      
	
      

	
      

      

      
	
      (d) 
	
      evidencing the succession, or successive successions, of
      other corporations to the Corporation and the covenants of and obligations
      assumed by any such successor in accordance with the provisions of this
      Indenture; 

	
       	
       	
       
	
      
	
      
	
      

	
      
	
      (e) 
	
      giving effect to any Extraordinary Resolution passed as
      provided in Article 9; 

	
       	
       	
       
	
      
	
      
	
      

	
      
	
      (f) 
	
      setting forth adjustments in the application of the
      provisions of Article 4; and 







38 

	 	(g) 	
      for any other purpose not inconsistent with the terms of
      this Indenture.




	(2) 	
      The Warrant Agent may also, without the consent or
      concurrence of the Holders, by supplemental Indenture or otherwise, concur
      with the Corporation in making any changes or corrections in this
      Indenture which it has been advised by its counsel are required for the
      purpose of curing or correcting any ambiguity or defective or inconsistent
      provision or clerical omission or mistake or manifest error contained
      herein or in any deed or indenture supplemental or ancillary hereto,
      provided that in the opinion of the Warrant Agent the rights of the
      Warrant Agent and of the Holders are in no way prejudiced
  thereby.



ARTICLE 13 
GENERAL PROVISIONS 


	13.1 	
      EXECUTION



This Indenture may be simultaneously executed in several
counterparts, and may be executed by facsimile or other means of electronic
communication producing a printed copy, each of which when so executed shall be
deemed to be an original and such counterparts together shall constitute one and
the same instrument and notwithstanding their date of execution they shall be
deemed to be dated as of the date hereof.

	13.2 	
      FORMAL DATE



This Indenture may be referred to as bearing the formal date of
December 20, 2010 irrespective of the actual date of execution hereof. 

	13.3 	
      SATISFACTION AND DISCHARGE OF
  INDENTURE



Upon the earlier of: 

	(1) 	
      the delivery to the Warrant Agent of the Default Notice
      in accordance with Section 6.3 hereof;

	 	 
	(2) 	
      the date by which there shall have been delivered to the
      Warrant Agent for exercise or destruction all Warrant Certificates
      theretofore issued hereunder; and

	 	 
	(3) 	
      the Expiry Time;



and if all certificates representing Common Shares, if any,
required to be issued in compliance with the provisions hereof have been issued
and delivered hereunder or to the Warrant Agent in accordance with such
provisions, this Indenture shall cease to be of any force and effect and the
Warrant Agent, on demand of and at the cost and expense of the Corporation and
upon delivery to the Warrant Agent of a certificate of the Corporation stating
that all conditions precedent to the satisfaction and discharge of this
Indenture have been complied with, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture. Notwithstanding
the foregoing, the indemnities provided to the Warrant Agent by the Corporation
hereunder shall remain in full force and effect and survive the termination of
this Indenture. 




39 

	13.4 	
      PROVISIONS OF INDENTURE AND WARRANTS FOR THE SOLE
      BENEFIT OF PARTIES AND HOLDERS



Nothing in this Indenture or in the Warrant Certificates,
expressed or implied, shall give or be construed to give to any person other
than the parties thereto and the Holders, as the case may be, any legal or
equitable right, remedy or claim under this Indenture, or under any covenant or
provision herein or therein contained, all such covenants and provisions being
for the sole benefit of the parties hereto and the Holders. 

IN WITNESS WHEREOF the parties hereto have executed
these presents under their respective corporate seals and the hands of their
proper officers in that behalf. 

	 	BRIDGEPORT VENTURES INC.

	 	 	 	 
	 	Per: 	 	 
	 	 	 Authorized Signing Officer
    	 
	 	
	 	 	 	 
	 	VALIANT TRUST COMPANY 
	 	 	 	 
	 	Per: 	 	 
	 	 	 Authorized Signing Officer
    	 
	 	
	 	 	 	 
	 	Per: 	 	 
	 	 	 Authorized Signing Officer
    	 
	 	






SCHEDULE “A” 
to the Warrant Indenture between
Bridgeport Ventures Inc. and Valiant Trust Company dated as of December 20,
2010 

FORM OF WARRANT CERTIFICATE 


[For Warrants offered or sold to, or for the account or
benefit of, persons in the United States or “U.S. persons,” as such term is
defined in Regulation S under the United States Securities Act of 1933, as
amended, please include the following legend: 

“THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES
ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR
UNDER THE LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY
PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION, THAT SUCH
SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO
THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF
REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE
LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 144 THEREUNDER,
IF AVAILABLE, OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN BOTH CASES, IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION
THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF (C)(1) OR (D) ABOVE, AFTER
THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED
STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT.
DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF
TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”] 




A-2 

WARRANT CERTIFICATE 
BRIDGEPORT VENTURES INC.

(Incorporated under the laws of Ontario) 


	
      No. • 
	
      • 

		
      WARRANTS entitling the Holder to acquire, subject to
      adjustment, one Common Share of Bridgeport Ventures Inc for each Warrant
      represented hereby. 



THIS CERTIFICATE IS TO CERTIFY that for value received •
(herein referred to as the “Holder”) is the registered holder of the
number of Warrants of Bridgeport Ventures Inc. (the “Corporation”) stated above,
and subject to adjustment and penalty provisions as set forth in the Warrant
Indenture, is entitled to acquire, at any time after the date hereof and up
until 5:00 p.m. (Toronto time) on •, 2012 (the “Expiry Date”), upon payment of
the Exercise Price, for each Warrant represented hereby, one common share of the
Corporation (a “Common Share”), all in the manner and subject to the
restrictions and adjustments set forth in the Warrant Indenture (as hereinafter
defined).

Any capitalized term in this Certificate that is not otherwise
defined herein, shall have the meaning ascribed thereto in the Warrant
Indenture. 

The Warrants represented by this Certificate are issued or
issuable in fully registrable form only under the provisions of an indenture
(which indenture together with all other instruments ancillary thereto is
referred to herein as the “Warrant Indenture”) dated as of December •, 2010
among the Corporation and Valiant Trust Company (the “Warrant Agent”). Reference
is hereby made to the Warrant Indenture for a full description of the rights of
the holders of the Warrants, the Corporation and the Warrant Agent in respect
thereof, and the terms and conditions upon which the Warrants evidenced hereby
are issued and held, all to the same effect as if the provisions of the Warrant
Indenture were herein set forth. By acceptance of this Certificate, the Holder
assents to all provisions of the Warrant Indenture. To the extent that the terms
and conditions set forth in this Certificate conflict with the terms and
conditions of the Warrant Indenture, the Warrant Indenture shall prevail. The
Corporation will furnish to the holder of this Certificate, upon request and
without charge, a copy of the Warrant Indenture. 

In the event that prior to the Expiry Date, the Holder has
not exercised the Warrants represented hereby in accordance with the terms of
the Warrant Indenture, then any Warrants represented by this Certificate which
have not been so exercised shall be deemed to have expired and shall be of no
further force and effect as of 5:00 p.m. (Toronto time) on the Expiry
Date.

Upon exercise, the Warrants so exercised shall be void and of
no value or effect. 

Certificates representing the Common Shares issued upon
exercise of the Warrants (reflecting any adjustments as provided herein and in
the Warrant Indenture) shall, within three Business Days after the Exercise
Date, be mailed by the Corporation to the address of the Holder thereof last
appearing on the register of Holders maintained by the Warrant Agent.

The right to acquire Common Shares may only be exercised by the
Holder within the time set forth above by: 

	(a) 	
      duly completing and executing the Exercise Form attached
      hereto;







A-3 

	(b) 	
      by providing a certified cheque, bank draft or money
      order in lawful money of Canada payable to the order of the Corporation
      for the aggregate purchase price of the Common Shares so subscribed;
      and

	 	 
	(c) 	
      surrendering this Warrant Certificate to the Warrant
      Agent at the Warrant Agency,



all in accordance with Section 3.2 of the Warrant
Indenture.

The Warrants represented by this Certificate shall be deemed to
be surrendered only upon personal delivery hereof or, if sent by mail or other
means of transmission, upon actual receipt thereof by the Warrant Agent at the
offices referred to above. 

Upon surrender of these Warrants, the person or persons in
whose name or names the Common Shares issuable upon exercise of the Warrants are
to be issued shall be deemed for all purposes (except as provided in the Warrant
Indenture) to be the holder or holders of record of such Common Shares and the
Corporation has covenanted that it will (subject to the provisions of the
Warrant Indenture) cause a certificate or certificates representing the Common
Shares to be delivered or mailed to the person or persons at the address or
addresses specified in the Exercise Form within five Business Days. 

The Warrant Indenture provides for adjustments to certain
rights of holders including the number of common shares issuable upon exercise
of the Warrants upon subdivision, consolidation or reclassification of the
Common Shares or any reclassification, capital reorganization, amalgamation or
merger of the Corporation and certain distributions of securities, including
rights, options or warrants to purchase Common Shares or securities convertible
or exchangeable into Common Shares or assets of the Corporation. The Holder
should refer to the Warrant Indenture which provides for adjustments in certain
other events. 

The terms and conditions relating to the Warrants and this
Certificate may be modified, changed or added to in accordance with the
provisions of the Warrant Indenture. The Warrant Indenture contains provisions
making binding upon all Holders of Warrants outstanding thereunder resolutions
passed at meetings of such Holders held in accordance with such provisions and
instruments in writing signed by the Holders entitled to acquire a specified
percentage of the Common Shares which may be acquired pursuant to the exercise
of all of the then outstanding Warrants. 

The holding of the Warrants as evidenced by this Certificate
shall not constitute, or be construed as conferring upon, a Holder any right or
interest whatsoever as a shareholder of the Corporation except such rights as
may be provided in the Warrant Indenture or in this Certificate. 

The Holder of this Certificate may, upon compliance with the
reasonable requirements of the Warrant Agent and upon surrender of this
Certificate, exchange this Certificate for another Certificate or Certificates
entitling the Holder thereof to receive, in the aggregate, the same number of
Common Shares as are issuable under this Certificate. 

The Warrants evidenced by this Certificate may only be
transferred in accordance with applicable securities laws and upon due execution
and delivery to the Warrant Agent of a Transfer Form in the form attached hereto
and in compliance with all the conditions prescribed in the Warrant Indenture
and compliance with such other reasonable requirements as the Warrant Agent may
prescribe. 

The Warrants represented hereby have not been registered under
the U.S. Securities Act or any applicable state securities laws. Accordingly,
Warrants may not be distributed in the United States or to, or for the benefit
of, a “U.S. person” (as defined in Regulation S under the U.S. Securities Act)
unless the distribution or transfer is being made in a transaction that does not
require registration under the U.S. Securities Act or any applicable state
securities laws, and it has furnished to the Corporation an opinion of counsel in form and substance satisfactory to the Corporation
to such effect. Compliance with the securities laws of any jurisdiction is the
responsibility of the holder of Warrants or its transferee. 




A-4 

This Warrant Certificate shall not be valid for any purpose
until it has been countersigned by or on behalf of the Warrant Agent under the
Warrant Indenture. 

The registered holder of this Warrant Certificate expressly
acknowledges having requested, and consents to, the drawing in the English
language only of this Warrant Certificate evidencing the Warrants registered in
his name and all documents relating to such Warrants. Le détenteur inscrit du
présent certificat de bons de souscription reconnaît expressément avoir demandé
et consenti que le présent certificat attestant qu'il est le détenteur inscrit
de bons de souscription, ainsi que tous les documents s'y rapportant, soient
rédigés en anglais seulement. 

Time shall be of the essence hereof. 

IN WITNESS WHEREOF the Corporation has caused this Warrant
Certificate to be signed as of the _____day of ___________________, 2010. 

	 	BRIDGEPORT VENTURES INC 
	 	 
	 	By: 	 	 
	 	 	Authorized Signing Officer	 


This Warrant Certificate is one of the Warrant Certificates
referred to in the Warrant Indenture. 

	 	VALIANT TRUST COMPANY 
	 	Warrant Agent, Toronto, Ontario

	 	 
	 	By: 	 	 
	 		Authorized Signing Officer 	 






EXERCISE FORM 

	To: 	BRIDGEPORT VENTURES INC. 
	And To: 	VALIANT TRUST COMPANY




	(1) 		The undersigned hereby irrevocably
      subscribes for, and exercises his right to be issued, the number of Common
      Shares set forth below, such Common Shares being issuable upon exercise of
      such Warrants pursuant to the terms specified in the said Warrants and the
      Warrant Indenture. 
	  	 	  
	(2) 		The undersigned represents, warrants
      and certifies as follows (one (only) of the following must be checked):
  
	  	 	  
	A. 	[   ] 	The undersigned holder (i) at the
      time of exercise of the Warrants is not in the United States and is not
      exercising the Warrants on behalf of a person in the United States; (ii)
      is not a “U.S. person” (a “U.S. Person”), as defined in Regulation S under
      the United States Securities Act of 1933, as amended (the “U.S. Securities
      Act”), and is not exercising the Warrants on behalf of a “U.S. Person”;
      and (iii) did not execute or deliver this exercise form in the United
      States. 
	  	 	  
	B. 	[   ] 	The undersigned holder has delivered
      to Valiant Trust Company an opinion of counsel of recognized standing in
      form and substance satisfactory to the Corporation to the effect that an
      exemption from the registration requirements of the U.S. Securities Act
      and applicable state securities laws is available. 


Note: The undersigned holder understands that unless Box
A above is checked, the certificate representing the Common Shares will bear a
legend restricting transfer without registration under the U.S. Securities Act
and applicable state securities laws unless an exemption from registration is
available. Certificates representing Common Shares will not be registered or
delivered to an address in the United States unless Box B above is checked. 

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

	  	  	Number of 
	Name in full 	Address (include Postal Code) 	Common Shares 
	 	 	 
	 	 	 
	 	 	 


(Please print full name in which certificate(s) are to be
issued.) 

Dated this _______day of ________________________,
____________. 

	 	 	 	 
	Signature Guaranteed 	 	Signature of Registered Holder
	 
	 	 	 	 
	 	 	 	 
	  	 	Name of Registered Holder 	 



	[   ] 	
      Please check box if certificates representing these
      Common Shares are to be delivered at the office of the Warrant Agent where
      this Warrant Certificate is surrendered, failing which the certificates
      shall be mailed to the address set forth
above.












Instructions: 


The registered holder may exercise his right to receive Common Shares by completing this form and surrendering this form and the Warrant Certificate representing the Warrants being exercised, together with the applicable payment therefor, to Valiant
Trust Company, Suite 1800, 130 King Street West, Toronto, Ontario M5X 1A9. Certificates for Common Shares shall be delivered or mailed within three Business Days after the exercise of the Warrants. 


If the Exercise Form indicates that Common Shares are to be issued to a person or persons other than the registered holder of the Certificate, the signature on this Exercise Form must be guaranteed by a Canadian chartered bank or eligible guarantor
institution with membership in an approved signature guarantee medallion program.


If the Exercise Form 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 Warrant Agent and the Corporation. 


If Box B is checked, any opinion tendered must be in form and substance satisfactory to the Corporation. Holders planning to deliver an opinion of counsel in connection with the exercise of Warrants should contact the Corporation in advance to
determine whether any opinions to be tendered will be acceptable to the Corporation. 






TRANSFER FORM 


ANY TRANSFER OF WARRANTS WILL REQUIRE COMPLIANCE WITH
APPLICABLE 
SECURITIES LEGISLATION. TRANSFERORS AND TRANSFEREES ARE
URGED TO 
CONTACT LEGAL COUNSEL BEFORE EFFECTING ANY SUCH TRANSFER.



	To: 	BRIDGEPORT VENTURES INC. 
	And To: 	VALIANT TRUST COMPANY



FOR VALUE RECEIVED, the undersigned hereby sells, transfers and
assigns to ______________________, ________ Warrants represented by this Warrant
Certificate and does hereby irrevocably appoint ____________________ as its
attorney with full power of substitution to transfer the said Warrants on the
appropriate register of the Warrant Agent. 

DATED this  ______ day of  __________________________
,  ____________. 

	 	 	 	 
	Signature Guaranteed 	 	Signature of Registered Holder
	 
	 	 	 	 
	 	 	 	 
	  	 	Name of Registered Holder 	 


(The following to be completed by the transferee) 

The undersigned acknowledges that it shall notify the
Corporation prior to any exercise or deemed exercise of the Warrants if the
representations, warranties and certifications contained in this Transfer Form
are no longer true and correct. 

	 	 	 	 
	Signature Guaranteed 	 	Signature of Transferee 	 
	 	 	 	 
	 	 	 	 
	Date 	 	Name of Transferee (Please Print) 	 


Instructions: 

Signature of the Holder must be the signature of the registered
holder appearing on the face of this Warrant Certificate. 

If this Transfer Form 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 Warrant Agent
and the Corporation, acting reasonably. 

The signature on this Transfer Form must be guaranteed by a
Canadian chartered bank or eligible guarantor institution with membership in an
approved signature guarantee medallion program.` 

Warrants shall only be transferable in accordance with
applicable laws and the applicable provisions of the Warrant Indenture. The
transfer of Warrants may result in the Common Shares received upon the exercise
of the Warrants not being freely tradable in the jurisdiction of the purchaser.