Exhibit 4.3





THE
WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON EXERCISE OF THE
WARRANT HAVE NOT  BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “US. SECURITIES ACT”). THE  HOLDER HEREOF, BY PURCHASING THE
WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE  OFFERED, SOLD
OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY (B) OUTSIDE THE UNITED STATES IN
ACCORDANCE  WITH RULE 904 OF REGULATIONS UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND
IN COMPLIANCE WITH LOCAL LAWS  AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS UNDER THE U.S.  SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE  SECURITIES LAWS, OR
(D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR
ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER  HAS, PRIOR TO ANY SUCH SALE OR
TRANSFER SET FORTH IN  (A)-(D) ABOVE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY THAT  SUCH SALE OR TRANSFER MAY BE LAWFULLY MADE
IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS.


WARRANTS TO PURCHASE

COMMON SHARES OF GOLD RUN INC.


	Warrant Certificate Number: 	Number of Warrants:
[NUMBER]



THIS IS TO CERTIFY THAT for
value received by Gold Run Inc. (the “Company”) on May 8, 2006 [name & address] (the
“Warrantholder”) has the right to purchase in respect of each whole warrant
(the “Warrants”) represented  by this certificate or by a replacement
certificate (in either case this “Warrant Certificate”), at any time  up to
5:00 p.m., New York time, on May 8, 2009 (the “Expiry Time”), one fully paid
and non-assessable common  share (the “Shares” and which term shall include any
shares or other securities to be issued in addition  thereto or in substitution or
replacement therefor as provided herein) of the Company (the “Company”), a
company incorporated under the laws of Delaware, as constituted on the date hereof at a
purchase price (the  “Exercise Price”) of $1.00 per Share, subject to
adjustment as provided herein.


	












The Company agrees that the
Shares purchased pursuant to the exercise of the Warrants shall be and be deemed  to be
issued to the Warrantholder as of the close of business on the date on which this Warrant
Certificate  shall have been surrendered and payment made for such Shares as aforesaid.


Nothing contained herein
shall confer any right upon the Warrantholder to subscribe for or purchase any  Shares at
any time after the Expiry Time and from and after the Expiry Time the Warrants and all
rights under  this Warrant Certificate shall be void and of no value.


The above provisions are
subject to the following:


	1. 	Exercise: In
the event that the Warrantholder desires to exercise the right to purchase Shares
conferred hereby, the Warrantholder shall (a) complete in the manner indicated and
execute a  subscription form attached as Schedule “A” to this Warrant
Certificate, (b) surrender this  Warrant Certificate to the Company at 330 Bay Street,
Suite 820, Toronto, Ontario M5H 2S8  Canada, and (c) pay the amount payable on the
exercise of such Warrants in respect of the  Shares subscribed for either in cash or by
bank draft or certified check payable to the  Company. Upon such surrender and payment as
aforesaid, the Warrantholder shall be deemed for  all purposes to be the holder of record
of the number of Shares to be so issued and the  Warrantholder shall be entitled to
delivery of a certificate or certificates representing such  Shares and the Company shall
cause such certificate or certificates to be delivered to the  Warrantholder at the
address specified in the subscription form within three (3) business days  of such
surrender and payment as aforesaid. No fractional Shares shall be issuable upon any
exercise of the Warrants and the Warrantholder shall not be entitled to any cash payment
or  compensation in lieu of a fractional Share.



	2. 	Partial
Exercise: The Warrantholder may, at any time without notice and from time to time
subscribe for and purchase any lesser number of Shares than the number of Shares
expressed in  this Warrant Certificate. In the event that the Warrantholder subscribes
for and purchases any  such lesser number of Shares prior to the Expiry Time, the
Warrantholder shall be entitled to  receive a replacement certificate representing the
unexercised balance of the Warrants.



	3. 	Not
a Shareholder: The holding of the Warrants shall not constitute the Warrantholder
a  shareholder of the Company or entitle the Warrantholder to any right or interest in
respect  thereof except as expressly provided in this Warrant Certificate.



	4. 	Covenants
and Representations: The Company hereby represents and warrants that it is
authorized to create and issue the Warrants and covenants and agrees that it shall cause
the  Shares from time to time subscribed for and purchased in the manner provided in this
Warrant  Certificate and the certificate representing such Shares to be issued and that,
at all times  prior to the Expiry Time, it shall reserve and there shall remain unissued
a sufficient number  of Shares to satisfy the right of purchase provided for in this
Warrant Certificate. The  Company hereby further covenants and agrees that it shall at
its expense



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expeditiously
use its best efforts to obtain the listing of such Shares (subject to issue or  notice of
issue) on each stock exchange or over-the-counter market on which the Shares may be
listed from time to time. All Shares which are issued upon the exercise of the right of
purchase provided in this Warrant Certificate, upon payment therefor of the amount at
which  such Shares may be purchased pursuant to the provisions of this Warrant
Certificate, shall be  and be deemed to be fully paid and non-assessable common shares
and free from all taxes, liens  and charges with respect to the issue thereof. The
Company hereby represents and warrants that  this Warrant Certificate is a valid and
enforceable obligation of the Company, enforceable in  accordance with the provisions of
this Warrant Certificate.


	5. 	 Anti-Dilution
Protection: If this Warrant shall be exercised subsequent to any stock dividend,
split-up, recapitalization, reclassification, merger, consolidation, combination or
exchange  of Shares, reorganization or liquidation of the Company occurring after the
date hereof, as a  result of which shares of any class shall be issued in respect of
outstanding Shares of the  Company (or shall be issuable in respect to securities
convertible into Shares) or upon  exercise of rights (other than this Warrant) to
purchase Shares or Shares shall be changed  into the same or a different number of shares
of the same or another class or  classes, the  Warrantholder exercising this Warrant
shall receive, for the aggregate price paid upon such  exercise, the aggregate number and
class of shares which such Warrantholder would have  received thereafter if this Warrant
had been exercised immediately prior to the first such  stock dividend, split-up,
recapitalization, merger, consolidation, combination or exchange of  shares,
reorganization or liquidation of the Company.



	6. 	 Further
Assurances: The Company hereby covenants and agrees that it shall do, execute,
acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all
and  every such other act, deed and assurance as the Warrantholder shall reasonably
require for the  better accomplishing and effectuating of the intentions and provisions
of this Warrant  Certificate.



	7. 	 Time
of Essence: Time shall be of the essence of this Warrant.



	8. 	 Governing
Laws: This Warrant shall be construed in accordance with the laws of the State of
Delaware.



	9. 	 Notices: All
notices or other communications to be given under this Warrant shall be delivered  by
hand or by telecopier and, if delivered by hand, shall be deemed to have been given on
the  delivery date and, if sent by telecopier, on the date of transmission if sent before
5:00 p.m.  on a business day or, if such day is not a business day, on the first business
day following  the date of transmission.



Notices to
the Company shall be addressed to:

Gold Run Inc.
330 Bay Street
Suite 820
Toronto, Ontario M5H 2S8
Canada


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Attention:   John Pritchard, Chief Executive Officer
Telecopier: (416) 363-0151


Notices to
the Warrantholder shall be addressed to the address of the Warrantholder set out  on the
face page of this Warrant Certificate.


The Company
and the Warrantholder may change its address for service by notice in writing to the
other of  them specifying its new address for service under this Warrant Certificate.


	10. 	Legends
on Common Shares: Any certificate representing Shares issued upon the exercise of the
Warrant shall bear the following legends:



THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE
HOLDER HEREOF, BY  PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT
SUCH SECURITIES MAY BE  OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY
(B) OUTSIDE THE UNITED STATES  IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S.
SECURITIES ACT, IF AVAILABLE, AND  IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) IN
COMPLIANCE WITH THE EXEMPTION FROM THE  REGISTRATION REQUIREMENTS UNDER THE U.S.
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF  AVAILABLE, AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION  THAT DOES NOT REQUIRE
REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE  SECURITIES LAWS, AND
THE HOLDER HAS, PRIOR TO ANY SUCH SALE OR TRANSFER SET FORTH IN (A)-(D)  ABOVE, FURNISHED
TO THE COMPANY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY  THAT SUCH
SALE OR TRANSFER MAY BE LAWFULLY MADE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES  LAWS.


	11. 	Lost
Certificate: If this Warrant Certificate or any replacement hereof becomes stolen, lost,
mutilated or destroyed, the Company shall, on such terms as it may in its discretion
impose,  acting reasonably, issue and deliver a new certificate, in form identical hereto
but



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with
appropriate changes, representing any unexercised portion of the subscription rights
represented hereby to replace the certificate so stolen, lost, mutilated or destroyed.


IN WITNESS WHEREOF the
Company has caused this certificate to be signed by an authorized officer as of the  ___
day of  _____ 2006.



	 	GOLD RUN INC.

	 	By: 	 	
	 	John Pritchard
Chief Executive Officer	 





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Schedule “A”


TO:
GOLD RUN INC.


SUBSCRIPTION FORM


The undersigned hereby
subscribes for _____________ common shares (“Shares”) of Gold Run Inc. (the
Company”)  (or such other number of common shares or other securities to which such
subscription entitles the  undersigned in lieu thereof or in addition thereto pursuant to
the provisions of the warrant certificate (the  “Warrant Certificate”)
dated as of the 8th day of May 2006 issued by the Company) at the purchase price of
$1.00 per Share if subscribed for at  time prior to 5:00 p.m. (New York time) on May 8,
2009 (or at such other purchase price as may be in effect  under the provisions of the
Warrant Certificate) and on and subject to the other terms and conditions  specified in
the Warrant Certificate and hereunder and encloses herewith a check, bank draft or money
order  or has transmitted good same day funds by wire or other lawful money of the United
States payable to or to  the order of the Company in payment of the subscription price.


The undersigned hereby
directs that the Shares subscribed for be registered and delivered as follows:


Name in Full:

Address:

Number of Common Shares:

DATED this     day of _____ , 200 __ .


By:
___________________________


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