Filed by sedaredgar.com - Crosshair Exploration & Mining Corp. - Exhibit 4.14






 

 

 

 

CROSSHAIR EXPLORATION & MINING CORP. 

-and- 

COMPUTERSHARE TRUST COMPANY OF CANADA 

 

	 
	WARRANT INDENTURE 
	  
	Providing for the Issue of 
	up to 9,800,600 Common Share Purchase Warrants 
	 


 

 

April 4, 2008 




TABLE OF CONTENTS 

	ARTICLE 1 INTERPRETATION 	 2 
	 			  
	 	1.1 	Definitions 	     2 
	 	1.2 	Construction 	     5 
	 	1.3 	Governing Law 	     6 
	 	1.4 	Termination 	     6 
	 	1.5 	Schedules 	     6 
	 	1.6 	Determining the Number of Outstanding Warrants 	     6 
	 			  
	ARTICLE 2 ISSUE OF WARRANTS 	 7 
	 			  
	 	2.1 	Issue and Term of Warrants 	     7 
	 	2.2 	Form of Warrant Certificates 	     7 
	 	2.3 	Signing of Warrant Certificates 	     8 
	 	2.4 	Certification by the Warrant Agent 	     9 
	 	2.5 	Warrantholder Not a Shareholder, etc. 	     9 
	 	2.6 	Issue in Substitution for Lost Warrant Certificates 	     9 
	 	2.7 	Warrants to Rank Pari Passu 	     10 
	 	2.8 	Registration and Transfer of Warrants 	     10 
	 	2.9 	Registers Open for Inspection 	     11 
	 	2.10 	Exchange of Warrant Certificates 	     11 
	 	2.11 	Ownership of Warrants 	     12 
	 	2.12 	Adjustment of Exchange Basis 	     12 
	 	2.13 	Rules Regarding Calculation of Adjustment of Exchange Basis
      	     16 
	 	2.14 	Postponement of Subscription 	     17 
	 	2.15 	Notice of Adjustment 	     18 
	 	2.16 	No Action after Notice 	     18 
	 	2.17 	Optional Purchases by the Company 	     18 
	 	2.18 	Protection of Warrant Agent 	     18 
	 			  
	ARTICLE 3 EXERCISE OF WARRANTS 	19 
	 			  
	 	3.1 	Method of Exercise of Warrants 	     19 
	 	3.2 	Disbursement of Monies 	     21 
	 	3.3 	Effect of Exercise of Warrants 	     21 
	 	3.4 	Cancellation of Warrant Certificates 	     22 
	 	3.5 	Subscription For Less Than Entitlement 	     22 
	 	3.6 	Expiration of Warrants 	     22 
	 	3.7 	No Fractional Shares 	     22 
	 			  
	ARTICLE 4 RIGHTS AND COVENANTS 	22 







- 2 - 

	 	4.1 	General Covenants 	     22
      
	 	4.2 	Warrant Agent's Remuneration and Expenses
      	     24 
	 	4.3 	Performance of Covenants by Warrant Agent 	     24
      
	 			  
	ARTICLE 5 ENFORCEMENT	24 
	 			  
	 	5.1 	Suits by Warrantholders 	     24
      
	 	5.2 	Immunity of Shareholders, etc 	     24 
	 	5.3 	Limitation of Liability 	     25
      
	 			  
	ARTICLE 6 MEETINGS OF WARRANTHOLDERS 	25 
	 	  		  
	 	6.1 	Right to Convene Meetings 	     25
      
	 	6.2 	Notice 	     25 
	 	6.3 	Chairman 	     25
      
	 	6.4 	Quorum 	     26 
	 	6.5 	Power to Adjourn 	     26
      
	 	6.6 	Show of Hands 	     26 
	 	6.7 	Poll and Voting 	     26
      
	 	6.8 	Regulations 	     26 
	 	6.9 	Company, Warrant Agent and Counsel may be Represented 	     27
      
	 	6.10 	Powers Exercisable by Extraordinary Resolution
      	     27 
	 	6.11 	Meaning of Extraordinary Resolution 	     28
      
	 	6.12 	Powers Cumulative 	     29 
	 	6.13 	Minutes 	     29
      
	 	6.14 	Instruments in Writing 	     29 
	 	6.15 	Binding Effect of Resolutions 	     29
      
	 	6.16 	Holdings by the Company or Subsidiaries
      of the Company Disregarded 	     30 
	 			  
	ARTICLE 7 SUPPLEMENTAL INDENTURES 	30 
	 			  
	 	7.1 	Supplemental Indentures 	     30 
	 	7.2 	Successor Companies 	     31
      
	 			  
	ARTICLE 8 CONCERNING THE WARRANT AGENT
      	31 







- 3 - 

	 	8.1 	Trust Indenture Legislation 	31 
	 	8.2 	Rights and Duties of Warrant Agent 	31 
	 	8.3 	Evidence, Experts and Advisers 	33 
	 	8.4 	Documents, Monies, etc. Held by Warrant Agent 	33 
	 	8.5 	Actions by Warrant Agent to Protect Interests 	34 
	 	8.6 	Warrant Agent Not Required to Give Security 	34 
	 	8.7 	Protection of Warrant Agent 	34 
	 	8.8 	Replacement of Warrant Agent; Successor by Merger 	34 
	 	8.9 	Conflict of Interest 	35 
	 	8.10 	Acceptance of Trusts 	36 
	 	8.11 	Warrant Agent Not to be Appointed Receiver 	36 
	 	8.12 	Authorization to Carry on Business 	36 
	 	8.13 	Warrant Agent Not Responsible for Ensuring Compliance 	36 
	 	8.14 	Compliance with Money Laundering Legislation 	36 
	 	8.15 	Third Party Interests 	36 
	 	  		  
	ARTICLE 9 FORM OF WARRANTS 	37 
	 	  		  
	 	9.1 	Form of Warrant Certificate 	37 
	 	9.2 	Subscription Form and Transfer Form for Warrant Certificate
      	37 
	 	  		  
	ARTICLE 10 GENERAL 	37 
	 	  		  
	 	10.1 	Notice to the Company and the Warrant Agent 	37 
	 	10.2 	Notice to the Warrantholders 	38 
	 	10.3 	Mail Service Interruption 	38 
	 	10.4 	Time of the Essence 	38 
	 	10.5 	Counterparts and Formal Date 	38 
	 	10.6 	Satisfaction and Discharge of Indenture 	39 
		10.7 	Provisions of Indenture and Warrants for the Sole Benefit
      of Parties and Warrantholders 	39 
	 	10.8 	Inspection of Warrant Indenture 	39 
	 	10.9 	Privacy Provision 	39 
	 	10.10 	Stock Exchange Consents 	39 
	 	10.11 	Indenture to Prevail 	40 
	 	  		  
	SCHEDULE "A" WARRANT CERTIFICATE 	41
	 	  		  
	SCHEDULE "B" FORM OF DECLARATION FOR REMOVAL OF
      LEGEND 	49







WARRANT INDENTURE 

THIS WARRANT INDENTURE made as of the 4th day of April, 2008.


BETWEEN: 

CROSSHAIR EXPLORATION & MINING
CORP., a corporation incorporated under the Business Corporations Act
(British Columbia), having an office at Suite 1240, 1140 West Pender Street,
Vancouver, BC, V6E4G1 

(hereinafter called the
"Company"), 

AND: 

COMPUTERSHARE TRUST COMPANY OF
CANADA, a trust company existing under the laws of Canada and authorized to
carry on business in all provinces of Canada, having an office at 3rd Floor, 510
Burrard Street, Vancouver, B.C. V6C 3B9 

(hereinafter called the "Warrant
Agent"), 

WITNESSES THAT WHEREAS: 

	A. 	
      The Company proposes to issue up to 9,800,600 Warrants
      (as defined below), exercisable by the holders thereof on the terms
      hereinafter set forth for the acquisition of Common Shares (as defined
      below);

	 	 
	B. 	
      Each whole Warrant (as defined below) will entitle the
      holder thereof to purchase, subject to adjustment in certain circumstances
      set out herein, one Common Share at a price of $1.80 per share at any time
      prior to 4:00 p.m. (Pacific time) on October 4, 2009, upon the terms and
      conditions herein set forth;

	 	 
	C. 	
      For such purpose the Company deems it necessary to create
      and issue the Warrants to be constituted and issued in the manner
      hereinafter set forth;

	 	 
	D. 	
      The Company is duly authorized under the Applicable
      Legislation (as defined below) to create and issue the Warrants to be
      issued as herein provided;

	 	 
	E. 	
      The Company is also authorized to issue an unlimited
      number of Common Shares;

	 	 
	F. 	
      All things necessary have been done and performed to make
      the Warrants, when certified by the Warrant Agent and issued as in this
      Indenture provided, legal, valid and binding upon the Company with the
      benefits of and subject to the terms of this Indenture;

	 	 
	G. 	
      The Warrant Agent has agreed to act as Warrant Agent on
      behalf of the holders of the Warrants, on the terms and conditions set
      forth herein; and

	 	 
	H. 	
      All capitalized terms used in these recitals have the
      meanings assigned to them in Section 1.1 below.



Other than recital G, the foregoing recitals are made as
representations and statements of fact by the Company and not by the Warrant
Agent.




- 2 - 

NOW THEREFORE 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: 

ARTICLE 1 
INTERPRETATION 

1.1      Definitions
  

In this Indenture, unless there is something in the subject
matter or context inconsistent therewith, the following phrases and words have
the respective meanings indicated opposite them as follows: 

"Applicable Legislation" has the meaning ascribed
thereto in subsection 8.1(a); 

"Business Day" means a day which is not a Saturday,
Sunday, or civic or statutory holiday in any of the cities where Warrant
Certificates may be surrendered to the Warrant Agent pursuant to the provisions
hereof; 

"Capital Reorganization" has the meaning ascribed thereto
  in subsection 2.12(d); 

"Closing Date" means April 4, 2008; 

"Common Share Reorganization" has the meaning ascribed
  thereto in subsection 2.12(a); 

"Common Shares" means the common shares in the capital
  of the Company; 

"Company" means Crosshair Exploration & Mining
Corp., a corporation incorporated under the laws of the Province of British
Columbia and includes its lawful successors from time to time; 

"Company's auditors" means the chartered or certified
public accountant or firm of chartered or certified public accountants duly
appointed as auditor or auditors of the Company from time to time; 

"counsel" means a barrister or solicitor (who may be an
employee of the Company) or a firm of barristers or solicitors (who may be
counsel for the Company) acceptable to the Warrant Agent, acting reasonably;


"Current Market Price" in respect of a Common Share at
any date means: 

	 	(a) 	
      the weighted average price per share for the 20
      consecutive Trading Days ending on the Trading Day which is three Trading
      Days before such date:

	 	 	 	 
	 		(i) 	
      on the TSX-V,

	 	 	 	 
	 		(ii) 	
      if the Common Shares are not then listed on the TSX-V,
      then on such other stock exchange on which the Common Shares are then
      listed as may be selected by the directors of the Company, or

	 	 	 	 
	 		(iii) 	
      if the Common Shares are not then listed on a stock
      exchange, on the over-the- counter market; or

	 	 	 	 
	 	(b) 	
      if there is no market for the Common Shares during all or
      part of such period during which the Current Market Price thereof would
      otherwise be determined, the Current Market Price in respect of a Common
      Share will in respect of all or such part of
the







- 3 - 

period be determined by a nationally
recognized accounting firm (other than the Company's auditors) chosen by the
Company; 

"Dividends Paid In The Ordinary Course" means dividends
paid in any financial year of the Company, whether in (i) cash, (ii) shares of
the Company, (iii) warrants or similar rights to purchase any shares of the
Company or property or other assets of the Company at a purchase or exercise
price of at least 110% of the fair market value of the shares or property or
other assets purchasable as of the date of distribution of such warrants or
similar rights, or (iv) property or other assets of the Company, as the case may
be, as determined by action by the Directors except that, in the case of
warrants or similar rights to purchase Common Shares or securities convertible
into or exchangeable for Common Shares such fair market value of the warrants or
similar rights shall be equal to the number of Common Shares which may be
purchased thereby (or the number of Common Shares issuable upon conversion or
exchange) as of the date of distribution of such warrants or similar rights,
multiplied by the Current Market Price of the Common Shares on the date of such
distribution, provided that the value of such dividends does not in such
financial year in the aggregate exceed the greater of 

	 	(i) 	
      200% of the aggregate amount of dividends paid by the
      Company on the Common Shares in the 12 month period ending immediately
      prior to the first day of such financial year, and

	 	 	 
	 	(ii) 	
      100% of the consolidated net earnings from continuing
      operations of the Company, before any extraordinary items, for the
      12-month period ending immediately prior to the first day of such
      financial year (such consolidated net earnings from continuing operations
      to be computed in accordance with generally accepted accounting principles
      in Canada);



"director" means a director of the Company for the time
being, and unless otherwise specified herein, reference to action "by the
directors" means action by the directors of the Company as a board or,
whenever duly empowered, action by a committee of such board; 

"Effective Date" means the date of issue of the
Warrants; 

"Exchange Basis" means, as at any time, the number of
Subject Securities which a Warrantholder is entitled to receive upon the
exercise of the rights attached to the Warrants pursuant to the provisions of
this Indenture and which, as at the date hereof, is equal to one Subject
Security per Warrant; 

"Exercise Date" with respect to any Warrant means the
date on which such Warrant is surrendered for exercise in accordance with the
provisions of Article 3; 

"Extraordinary Resolution" has the meaning ascribed
thereto in subsection 6.11(a); 

"Person" means an individual, corporation, partnership,
trust or any unincorporated organization; 

"Principal Securities Exchange" means any United States
or Canadian national stock exchange or automated inter-dealer quotation system
upon which the Common Shares are listed or quoted. As of the Effective Date, the
Principal Securities Exchanges for the Common Shares are the TSX-V and the
American Stock Exchange; 

"Regulation D" means Regulation D adopted by the SEC
under the U.S. Securities Act; 

"Regulation S" means Regulation S adopted by the SEC
under the U.S. Securities Act; 




- 4 - 

"Rights Offering" has the meaning ascribed thereto in
subsection 2.12(b); 

"Rights Period" has the meaning ascribed thereto in
subsection 2.12(b); 

"SEC" means the United States Securities and Exchange
Commission; 

"Shareholder" means a holder of record of one or more
Common Shares; 

"Special Distribution" has the meaning ascribed thereto
in subsection 2.12(c); 

"Subject Securities" means, at any time, the securities
and other property which a Warrantholder is entitled to receive upon the
exercise of the rights attached to the Warrants pursuant to the provisions of
this Indenture and which, as at the date hereof, are Common Shares; 

"Subscription Form" means the subscription form
substantially in the form attached hereto as Schedule "B"; 

"Successor Corporation" has the meaning ascribed thereto
in section 7.2; 

"Time of Expiry" means 4:00 p.m. (Pacific time) on
October 4, 2009; 

"Trading Day" means any day on which the TSX-V (or, if
the Common Shares are not then listed on the TSX-V, such other exchange on which
the Common Shares are listed and which forms the primary trading market for the
Common Shares) is open for trading; 

"Transfer Agent" means the transfer agent for the time
being of the Common Shares; 

"Transfer Form" means the transfer form substantially in
the form attached hereto as Schedule "C"; 

"TSX-V" means the TSX Venture Exchange; 

"United States" means the United States of America, its
territories and possessions, any state of the United States, and the District of
Columbia; 

"U.S. Person" means a "U.S. person" as that term is
defined in Regulation S under the Securities Act; 

"U.S. Securities Act" means the United States Securities
Act of 1933, as amended; 

"Warrant Agent" means Computershare Trust Company of
Canada, a trust company incorporated under the laws of Canada, or its successors
for the time being in the trusts hereby created; 

"Warrant Certificate" means a certificate substantially
in the form attached hereto as Schedule "A", evidencing the Warrants issued and
certified hereunder and for the time being outstanding; 

"Warrant Exercise Price" means $1.80 for each Subject
Security, subject to adjustment in accordance with the provisions of this
Indenture; 

"Warrantholder" or "holder" means a person whose
name is entered for the time being in the register maintained pursuant to
section 2.8 and, for greater certainty, in respect of any action to be taken by
a holder in respect of his Warrants, means the holder or his executors,
administrators or other legal representatives or his or their attorney duly
appointed by instrument in writing in form, substance and execution satisfactory
to the Warrant Agent with signatures guaranteed by a Schedule I chartered bank,
a 




- 5 - 

Canadian trust company, a member of the medallion guarantee
program, a member of the Stock Exchanges Medallion Program or a member of the
New York Stock Exchange Inc. Medallion Signature Program; 

"Warrantholders' Request" means an instrument signed in
one or more counterparts by Warrantholders entitled to acquire in the aggregate
at least 25% of the aggregate number of the Subject Securities which could be
acquired upon the exercise of all Warrants then outstanding, which requests the
Warrant Agent to take some action or proceeding specified therein; and

"Warrants" means up to 9,800,600 common share purchase
warrants issued pursuant to the terms of this Indenture entitling the holders
thereof to purchase Common Shares on the basis of one Common Share for each
Warrant and upon the payment of the Warrant Exercise Price; provided that in
each case the number and/or class of shares or securities receivable on the
exercise of the Warrants and/or the Warrant Exercise Price may be subject to
increase or decrease or change in accordance with the terms and provisions
hereof. 

1.2      Construction

In this Indenture, unless otherwise expressly stated or the
context or the subject matter otherwise requires: 

	 	(a) 	
      the division of this Indenture into Articles, sections,
      subsections and clauses, the provisions 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;

	 	 	 
	 	(b) 	
      the words "this Indenture", "hereof",
      "herein", "hereto", "hereunder" and similar
      expressions refer to this Indenture as a whole and not to any particular
      Article, section, subsection, clause or other part hereof and references
      to an "Article", "section", "subsection",
      "clause" or "Schedule" followed by a number and/or letter
      refers to the specified Article, section, subsection or clause of, or
      Schedule to, this Indenture;

	 	 	 
	 	(c) 	
      words importing the singular include the plural and
      vice versa, words importing any gender include all genders and
      words importing persons include individuals, corporations, general and
      limited partnerships, trusts, unincorporated associations or organizations
      and other legal entities;

	 	 	 
	 	(d) 	
      references to "include", "includes",
      "including" or "in particular" will be deemed to be followed
      by the words "without limitation";

	 	 	 
	 	(e) 	
      the word "or" is not exclusive;

	 	 	 
	 	(f) 	
      "written order of the Company", "written
      request of the Company", "written consent of the Company",
      "certificate of the Company" and any other document required to be
      signed by the Company means, respectively, a written order, request,
      consent, certificate or other document signed in the name of the Company
      by any officer or director of the Company and may consist of one or more
      instruments so executed;

	 	 	 
	 	(g) 	
      if any date on which any action is required or permitted
      to be taken under this Agreement is not a Business Day, such action will
      be required or permitted to be taken on the next succeeding Business
      Day;







- 6 - 

	 	(h) 	
      unless otherwise specified all references in this
      Agreement to sums of money are expressed and will be payable in lawful
      money of Canada;

	 	 	 
	 	(i) 	
      all accounting terms used in this Agreement have the
      meanings attributable to them under Canadian generally accepted accounting
      principles from time to time approved by the Canadian Institute of
      Chartered Accountants or any successor institute and all determinations of
      an accounting nature required to be made will he made in a manner
      consistent with such Canadian generally accepted accounting principles;
      and

	 	 	 
	 	(j) 	
      where a word, term or phrase is defined in this
      Agreement, its derivatives or other grammatical forms have a corresponding
      meaning.



1.3      Governing
  Law 

This Indenture will be governed by and construed in accordance
with the laws of the Province of British Columbia and the federal laws of Canada
applicable in British Columbia and will be treated in all respects as a British
Columbia contract. 

1.4      Termination

This Indenture shall continue in full force and effect until
the earlier of: 

	 	(a) 	
      the Time of Expiry; and

	 	 	 
	 	(b) 	
      the date that no Warrants are outstanding
    hereunder;



provided that this Indenture shall continue in effect
thereafter, if applicable, until the Company and the Warrant Agent have
fulfilled all of their respective obligations under this Indenture. 

1.5      Schedules

The following schedules are attached to this Indenture and will
be deemed to be incorporated in and form a part hereof: 

	 	Schedule 	Title 
	 	 	 
	 	Schedule "A" 	Form of Warrant
      Certificate 
	 	 	 
	 	Schedule "B" 	Form of
      Declaration for Removal of Legend 


1.6      Determining
  the Number of Outstanding Warrants 

Every Warrant represented by a Warrant Certificate certified
and delivered by the Warrant Agent hereunder will be deemed to be outstanding
until it is cancelled or delivered to the Warrant Agent for cancellation or
until the Time of Expiry; provided that where a new Warrant Certificate has been
issued pursuant to section 2.6 hereof to replace one which is lost, mutilated,
stolen or destroyed, the Warrants represented by only one of such Warrant
Certificates will be counted for the purpose of determining the aggregate number
of Warrants outstanding. 




- 7 - 

ARTICLE 2 
ISSUE OF WARRANTS 

2.1      Issue and
  Term of Warrants

	 	(a) 	
      A total of up to 9,800,600 Warrants entitling
      Warrantholders to acquire up to 9,800,600 Common Shares (subject to
      adjustment pursuant to sections 2.12 and 2.13) are hereby created and
      authorized to be issued hereunder upon the terms and conditions herein set
      forth and will be executed by the Company and certified by the Warrant
      Agent upon the written order of the Company in accordance with sections
      2.3 and 2.4.

	 	 	 
	 	(b) 	
      Each Warrant authorized to be issued hereunder will
      entitle Warrantholders to acquire (subject to adjustment pursuant to
      sections 2.12 and 2.13) upon due exercise and upon payment of the Warrant
      Exercise Price, one Common Share or such other kind and amount of shares
      or securities or property, calculated pursuant to the provisions of
      sections 2.12 and 2.13, as the case may be, at any time after the
      Effective Date and prior to the Time of Expiry, in accordance with the
      provisions of this Indenture.

	 	 	 
	 	(c) 	
      Fractional Warrants will not be issued or otherwise
      provided for. If any fraction of a Warrant would otherwise be issuable,
      the number of Warrants so issued will be rounded down to the nearest whole
      Warrant.

	 	 	 
	 	(d) 	
      Splits, Combinations: Subject to section 2.10 hereof, the
      number of Warrants represented by any Warrant Certificate or any Warrant
      Certificates may be split, combined or exchanged for a Warrant Certificate
      or Warrant Certificates representing the same number of Warrants in the
      aggregate.



2.2      Form of
  Warrant Certificates

	 	(a) 	
      The Warrant Certificates for the Warrants will be
      substantially in the form attached hereto as Schedule "A" with, subject to
      the provisions of this Indenture, such additions, variations and changes
      as may from time to time be agreed upon by the Warrant Agent and the
      Company, and will be dated as of the date hereof (regardless of their
      actual dates of issue), and will have such distinguishing letters and
      numbers as the Company may, with the approval of the Warrant Agent,
      prescribe. All Warrants will, save as to denominations, be of like tenor
      and effect. The Warrant Certificates may be engraved, printed,
      lithographed, photocopied or be partially in one form or another, as the
      Company may determine. No change in the form of the Warrant Certificate
      will be required by reason of any adjustment made pursuant to this Article
      2 in the number and/or class of securities or type of securities which may
      be acquired pursuant to the Warrants.

	 	 	 
	 	(b) 	
      The Warrant Agent will maintain a list of all registered
      holders of Warrant Certificates.

	 	 	 
	 	(c) 	
      Each Warrant Certificate originally issued to a U.S.
      Person or a person in the United States or a person for the account or
      benefit of a U.S. Person or a person in the United States, as well as all
      certificates issued in exchange for or in substitution of the foregoing
      securities, will bear a legend to the following effect:

	 	 	 
	 		
      "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







- 8 - 

"U.S. SECURITIES ACT"), OR THE LAWS OF
ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH
SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B)
OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE
U.S. SECURITIES ACT 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 RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE,
AND 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 AFTER THE SELLER FURNISHES TO THE COMPANY
AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY
TO THE COMPANY TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE
"GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. IF,
AT ANY TIME THE COMPANY IS A "FOREIGN ISSUER" AS DEFINED IN REGULATION S UNDER
THE U.S. SECURITIES ACT, THESE SECURITIES ARE BEING SOLD IN ACCORDANCE WITH RULE
904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, A NEW CERTIFICATE BEARING NO
LEGEND, DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY," MAY BE OBTAINED FROM
THE COMPANY'S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY
EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE COMPANY AND ITS TRANSFER
AGENT, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING
MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT."


provided, that if, at the time
the Company is a "foreign issuer" as defined in Regulation S, such securities
are being sold in accordance with the requirements of Rule 904 of Regulation S,
as referred to above, and in compliance with local laws and regulations, the
legend may be removed by providing a declaration to the Company and the
Company's transfer agent for such securities, in the form attached hereto as
Schedule "B" (or as the Company may prescribe from time to time); 

notwithstanding the foregoing,
the Company'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; and 

provided further, that, if any
of such securities are being sold pursuant to Rule 144 of the U.S. Securities
Act, the legend may be removed by delivery to the Company and the Company's
transfer agent of an opinion of counsel of recognized standing in form and
substance satisfactory to the Company to the effect that the legend is no longer
required under applicable requirements of the U.S. Securities Act or state
securities laws. 

2.3      Signing
  of Warrant Certificates

The Warrant Certificates will be signed by any director or
officer of the Company. The signature of such director or officer may be
mechanically reproduced in facsimile and Warrant Certificates bearing such
facsimile signature will be binding upon the Company as if they had been
manually signed by such 




- 9 - 

director or officer. Notwithstanding that a person whose manual
or facsimile signature appears on any Warrant Certificate as such officer may no
longer hold office at the date of issue of such Warrant Certificate or at the
date of certification or delivery thereof, any Warrant Certificate signed as
aforesaid will, subject to section 2.4, be valid and binding upon the Company,
and the registered holder thereof will be entitled to the benefits of this
Indenture. 

2.4      Certification
  by the Warrant Agent

	 	(a) 	
      No Warrant Certificate will be issued or, if issued, will
      be valid for any purpose or entitle the holder to the benefits hereof or
      thereof, until it has been certified by manual signature by or on behalf
      of the Warrant Agent substantially in the form of the certificate attached
      hereto as Schedule "A" and such certification by the Warrant Agent upon
      any Warrant Certificate will be conclusive evidence as against the Company
      that the Warrant Certificate so certified has been duly issued hereunder
      and the holder is entitled to the benefits hereof.

	 	 	 
	 	(b) 	
      The certification of the Warrant Certificates issued
      hereunder by the Warrant Agent will not be construed as a representation
      or warranty by the Warrant Agent as to the validity of this Indenture or
      the Warrants (except the due certification thereof) and the Warrant Agent
      will in no respect be liable or answerable for the use made of the
      Warrants or any of them or of the consideration therefor except as
      otherwise specified herein.



2.5      Warrantholder
  Not a Shareholder, etc. 

The holding of a Warrant will not be construed as conferring
  upon a Warrantholder any right or interest whatsoever as a Shareholder, nor
  entitle the holder to any right or interest in respect thereof 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 Company, or the right to receive
  dividends and other distributions. For greater certainty, the Warrantholder
  will only be entitled to participate in any dividend-in-kind, reduction of paid-up
  capital transaction or other similar transaction involving the transfer of certain
  mineral exploration properties to another company if the Warrantholder is the
  holder of Common Shares of the Company on the record date of such transaction.


2.6      Issue in
  Substitution for Lost Warrant Certificates

	 	(a) 	
      In case any of the Warrant Certificates become mutilated
      or be lost, destroyed or stolen, the Company, subject to applicable law,
      and subsection 2.6(b), will issue and thereupon the Warrant Agent will
      certify and deliver a new Warrant Certificate of like date and tenor, and
      bearing the same legend, if any, as the one mutilated, lost, destroyed or
      stolen in exchange for 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 will be in a form approved by the Warrant Agent and will be
      entitled to the benefits hereof and will rank equally in accordance with
      its terms with all other Warrant Certificates issued or to be issued
      hereunder. Such new Warrant Certificate shall bear the same legends as set
      out in Schedule "A" which the surrendered Warrant bears.

	 	 	 
	 	(b) 	
      The applicant for the issue of a new Warrant Certificate
      pursuant to this section 2.6 will bear the cost of the issue thereof and
      in the case of mutilation will, as a condition precedent to the issue
      thereof, deliver to the Warrant Agent the mutilated Warrant Certificate,
      and in the case of loss, destruction or theft will, as a condition
      precedent to







- 10 - 

the issue thereof, furnish to the Company and to the Warrant
Agent such evidence of ownership and of the loss, destruction or theft of the
Warrant Certificate so lost, destroyed or stolen as will be satisfactory to the
Company and to the Warrant Agent in their sole discretion, and such applicant
will also be required to furnish an indemnity and surety bond in amount and form
satisfactory to the Company and the Warrant Agent in their sole discretion and
will pay the reasonable charges of the Company and the Warrant Agent in
connection therewith. 

2.7      Warrants
  to Rank Pari Passu

All Warrants will rank pari passu, whatever may be the
actual date of issue of same.

2.8      Registration
  and Transfer of Warrants

	 	(a) 	
      The Company will cause to be kept by the Warrant Agent at
      its principal offices in the cities of Vancouver and Toronto:

	 	 	 	 
	 		(i) 	
      a register of holders in which will be entered in
      alphabetical order the names and addresses of the holders of Warrants and
      particulars of the Warrants held by them; and

	 	 	 	 
	 		(ii) 	
      a register of transfers of Warrants in which will be
      entered the date and other particulars of each transfer of
  Warrants.

	 	 	 	 
	 	(b) 	
      No transfer of a Warrant will be valid unless entered on
      the register of transfers referred to in Section 2.8(a) upon surrender to
      the Warrant Agent of the Warrant Certificate evidencing such Warrant, duly
      endorsed by, or accompanied by a written instrument of transfer in form
      satisfactory to the Warrant Agent executed by the registered holder or his
      executors, administrators or other legal representatives or his or their
      attorney duly appointed by an instrument in writing in form and executed
      in a manner satisfactory to the Warrant Agent, and, upon compliance with
      such requirements and such other reasonable requirements as the Warrant
      Agent and the Company may prescribe, including payment of all taxes or
      governmental or other charged arising by reason of such transfer, such
      transfer will be duly noted on such register of transfers by the Warrant
      Agent. Without limitation, signatures must be guaranteed by a Schedule I
      chartered bank, a Canadian trust company, a member of the medallion
      guarantee program, a member of the Stock Exchanges Medallion Program
      (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature
      Program (MSP).

	 	 	 	 
	 	(c) 	
      The Warrant Agent will process all proffered transfers
      and exercises in good faith upon the presumption that such transfer or
      exercise is permissible pursuant to all applicable legislation and the
      terms of this Indenture. The transferor and transferee are solely
      responsible for ensuring compliance with any applicable securities laws,
      and the Warrant Agent will have no obligations to ensure compliance with
      any laws applicable to the issue, transfer or exercise of the
    Warrants.

	 	 	 	 
	 	(d) 	
      The transferee of a Warrant will:

	 	 	 	 
	 		(i) 	
      after the Warrant Certificate representing the Warrants
      being transferred is surrendered to the Warrant
Agent;







- 11 - 

	 	(ii) 	
      after a duly completed and signed Transfer Form in
      respect of the Warrants being transferred is lodged with the Warrant
      Agent; and

	 	 	 
	 	(iii) 	
      upon compliance with all other conditions in that regard
      required by this Indenture or by law,




	 		
      be entitled to have his name entered on the register of
      Warrantholders required to be maintained pursuant to subsection 2.8(a) as
      the owner of such Warrant free from all equities or rights of set-off or
      counterclaim between the Company and the transferor or any previous holder
      of such Warrant, save in respect of equities of which the Company or the
      transferee is required to take notice by statute or by order of a court of
      competent jurisdiction.

	 	 	 
	 	(e) 	
      If a Warrant Certificate is tendered for transfer and
      bears the legend set forth in subsection 2.2(c) and the holder has not
      obtained the prior written consent of the Company, the Warrant Agent shall
      not register such transfer unless the transferor has provided the Warrant
      Certificate and the transfer is being made (i) to the Corporation, (ii)
      outside the United States in compliance with the requirements of Rule 904
      of Regulation S and in compliance with applicable local laws and
      regulations of the jurisdiction(s) where such sale is made, (iii) pursuant
      to the exemption from the registration requirements under the U.S.
      Securities Act provided by Rule 144 or Rule 144A thereunder, if available,
      and in accordance with 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 the holder has
      prior to such sale furnished to the Corporation an opinion of counsel of
      recognized standing in form and substance satisfactory to the Corporation
      to such effect.

	 	 	 
	 	(f) 	
      No Notice of Trusts: Subject to applicable law, neither
      the Corporation nor the Warrant Agent will 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 the holder thereof, whether
      named as trustee or otherwise, as though that person were the beneficial
      owner thereof.



2.9      Registers
  Open for Inspection 

The registers referred to in subsection 2.8(a) will be open at
all reasonable times during business hours on a Business Day for inspection by
the Company, the Warrant Agent or any Warrantholder. The Warrant Agent will,
from time to time when requested to do so by the Company, furnish the Company
with a list of the names and addresses of holders of Warrants entered in the
register of holders kept by the Warrant Agent and showing the number of Subject
Securities which might then be acquired upon the exercise of the Warrants held
by each such holder.

2.10     Exchange of
  Warrant Certificates

	 	(a) 	
      Warrant Certificates may, upon compliance with the
      reasonable requirements of the Warrant Agent, be exchanged for Warrant
      Certificates in any other authorized denomination representing in the
      aggregate the same number of Warrants. The Company will sign and the
      Warrant Agent will certify, in accordance with sections 2.3 and 2.4
      respectively, all Warrant Certificates necessary to carry out the
      exchanges contemplated herein. Warrant Certificates exchanged for Warrant
      Certificates that bear the legend set forth in subsection 2.2(c) shall
      bear the same legend.







- 12 - 

	 	(b) 	
      Warrant Certificates may be exchanged only at the
      principal offices of the Warrant Agent in the cities of Vancouver and
      Toronto or at any other place that is designated by the Company with the
      approval of the Warrant Agent. Any Warrant Certificates tendered for
      exchange will be surrendered to the Warrant Agent and cancelled.

	 	 	 
	 	(c) 	
      The Warrant Agent may charge a reasonable sum for each
      new Warrant Certificate issued upon exchange. The party requesting the
      exchange, as a condition precedent thereto, will pay such charges and will
      pay or reimburse the Warrant Agent or the Company for all eligible
      transfer taxes or governmental or other similar transfer charges required
      to be paid in connection therewith.



2.11     Ownership of
Warrants 

The Company and the Warrant Agent will be entitled to treat the
Warrantholder of any Warrant Certificate as the absolute owner of the Warrant
represented thereby for all purposes, and neither the Company nor the Warrant
Agent will be charged with notice of or be bound to see to the execution of any
trust whether express, implied or constructive, in respect of any Warrants
except where the Company or the Warrant Agent is required to take notice by
applicable law or by order of a court of competent jurisdiction. 

2.12     Adjustment of
  Exchange Basis

The Warrant Exercise Price and the Exchange Basis will be
subject to adjustment from time to time in the events and in the manner provided
as follows: 

If and whenever at any time after the date hereof and prior to
the Time of Expiry the Company will: 

	 	(a) 	
      issue Common Shares, or securities exchangeable for or
      convertible into Common Shares, to all or substantially all the holders of
      the Common Shares as a stock dividend or other distribution (other than
      Dividends Paid in the Ordinary Course, upon exercise of the Warrants or
      pursuant to the exercise of directors', officers', employees' or service
      providers' stock options granted under the Company's stock option
      plan);

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

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



(any of such events in these clauses
(i), (ii) or (iii) being called a "Common Share Reorganization"), then
the Exchange Basis will be adjusted effective immediately after the effective
date of, or the record date at which the holders of Common Shares are determined
for the purpose of, the Common Share Reorganization by multiplying the Exchange
Basis in effect immediately prior to such effective date or record date by a
fraction: 

	 	(A) 	
      the numerator of which will be the number of Common
      Shares outstanding immediately after giving effect to such Common Share
      Reorganization (including, in the case where securities exchangeable for
      or convertible into Common Shares are distributed, the number of Common
      Shares that would have been outstanding had such
  securities







- 13 - 

	 		
      been exchanged for or converted into Common Shares on
      such effective date or record date, assuming in any case where such
      securities are not then convertible or exchangeable but subsequently
      become so, that they were convertible or exchangeable on the effective
      date or record date on the basis upon which they first become convertible
      or exchangeable); and

	 	 	 
	 	(B) 	
      the denominator of which will be the number of Common
      Shares outstanding on such effective date or record date before giving
      effect to such Common Share Reorganization,



The resulting product, adjusted to the
nearest 1/100th, will thereafter be the Exchange Basis until further adjusted as
provided in this Article 2, 

	 	(b) 	
      If and whenever at any time after the date hereof and
      prior to the Time of Expiry, the Company will issue to all or
      substantially all the holders of Common Shares rights, options or warrants
      under which such holders are entitled, during a period expiring not more
      than 90 days after the record date for such issue (the "Rights
      Period"), to subscribe for or purchase Common Shares, or securities
      exchangeable for or convertible into Common Shares, at a price per share
      to the holder (or at an exchange or conversion price per share to the
      holder in the case of securities exchangeable for or convertible into
      Common shares) of less than 95% of the Current Market Price for the Common
      Shares on such record date (any of such events being called a "Rights
      Offering"), then the Exchange Basis will be adjusted effective
      immediately after the record date for the Rights Offering by multiplying
      the Exchange Basis in effect immediately prior to such record date by a
      fraction:

	 	 	 	 	 	 
	 		(i) 	
      the numerator of which will be the number of Common
      Shares which would be outstanding after giving effect to the Rights
      Offering (assuming the exercise of all of the rights, warrants or options
      under the Rights Offering and assuming the exchange or conversion into
      Common Shares of all exchangeable or convertible securities issued upon
      exercise of such rights, warrants or options, if any), and

	 	 	 	 	 	 
	 		(ii) 	
      the denominator of which will be the aggregate
  of:

	 	 	 	 	 	 
	 			(A) 	
      the number of Common Shares outstanding as of the record
      date for the Rights Offering; and

	 	 	 	 	 	 
	 			(B) 	
      a number of Common Shares determined by
dividing

	 	 	 	 	 	 
	 				(1) 	
      the amount equal to the aggregate consideration payable
      by such holders upon the exercise of all of the rights, warrants and
      options under the Rights Offering plus the aggregate consideration, if
      any, payable on the exchange or conversion of the exchangeable or
      convertible securities issued upon exercise of such rights, warrants or
      options (assuming the exercise of all rights, warrants and options under
      the Rights Offering and assuming the exchange or conversion into Common
      Shares of all exchangeable or convertible securities issued upon exercise
      of such rights, warrants and options);

	 	 	 	 	 	 
	 					
      by







- 14 - 

	 	(2) 	
      the Current Market Price of the Common Shares as of the
      record date for the Rights Offering.



The resulting product, adjusted to the
nearest 1/100th, will thereafter be the Exchange Basis until further adjusted in
accordance with this Article 2, If, at the date of expiry of the rights, options
or warrants subject to the Rights Offering, less than all the rights, options or
warrants have been exercised, then the Exchange Basis will be readjusted
effective immediately after such date of expiry to the Exchange Basis which
would have been in effect on such date of expiry as if the only rights, options
or warrants that had been issued in the Rights Offering were those that had been
exercised. If at the date of expiry of the rights of exchange or conversion of
any securities issued pursuant to the Rights Offering, less than all of such
securities have been exchanged or converted into Common Shares, then the
Exchange Basis will be readjusted effective immediately after such date of
expiry to the Exchange Basis which would have been in effect on such date of
expiry as if the only exchangeable or convertible securities that had been
issued in the Rights Offering were those that were exchanged for or converted
into Common Shares. 

	 	(c) 	
      If and whenever at any time after the date hereof and
      prior to the Time of Expiry the Company will fix a record date for the
      issue or distribution to all or substantially all the holders of the
      Common Shares of:

	 	 	 	 	 
	 		(i) 	
      shares of the Company of any class other than Common
      Shares;

	 	 	 	 	 
	 		(ii) 	
      rights, options or warrants (other than rights, options
      or warrants issued pursuant to a Rights Offering) to acquire Common Shares
      or securities exchangeable for or convertible into Common Shares or other
      assets of the Company;

	 	 	 	 	 
	 		(iii) 	
      evidences of indebtedness; or

	 	 	 	 	 
	 		(iv) 	
      any cash, securities, property or other assets;

	 	 	 	 	 
	 		
      and if such issuance or distribution does not constitute
      a Dividend Paid in the Ordinary Course, a Common Share Reorganization or a
      Rights Offering (any of such non-excluded events being herein called a
      "Special Distribution"), the Exchange Basis will be adjusted
      effective immediately after the record date for the Special Distribution
      by multiplying the Exchange Basis in effect on such record date by a
      fraction:

	 	 	 	 	 
	 		(v) 	
      the numerator of which will be the number of Common
      Shares outstanding on such record date multiplied by the Current Market
      Price of the Common Shares on such record date, and

	 	 	 	 	 
	 		(vi) 	
      the denominator of which will be:

	 	 	 	 	 
	 			(A) 	
      the product of the number of Common Shares outstanding on
      such record date and the Current Market Price of the Common Shares on such
      record date, less

	 	 	 	 	 
	 			(B) 	
      the fair market value, as determined by action by the
      directors of the Company, acting reasonably and in good faith (whose
      determination will







- 15 - 

be conclusive), subject to the prior
written consent of each Principal Securities Exchange (to the extent required by
the rules and regulations thereof), to the holders of the Common Shares of the
shares, rights, options, warrants, evidences of indebtedness or property or
other assets issued or distributed in the Special Distribution, 

	 		
      provided that no such adjustment will be made if the
      result of such adjustment would be to decrease the Exchange Basis in
      effect immediately before such record date. The resulting product,
      adjusted to the nearest 1/100th, will thereafter be the Exchange Basis
      until further adjusted as provided in this Article 2.

	 	 	 
	 	(d) 	
      If and whenever at any time after the date hereof and
      prior to the Time of Expiry there will be a reclassification of Common
      Shares at any time outstanding or change of the Common Shares into other
      shares or into other securities (other than a Common Share
      Reorganization), or a consolidation, amalgamation, plan of arrangement or
      merger of the Company with or into any other corporation or other entity
      (other than a consolidation, amalgamation, plan of arrangement or merger
      which does not result in any reclassification of the outstanding Common
      Shares or a change of the Common Shares into other shares), or a transfer
      (other than to a wholly-owned subsidiary of the Company) of the
      undertaking or assets of the Company as an entirety or substantially as an
      entirety to another corporation or other entity (any of such events being
      herein called a "Capital Reorganization"), any Warrantholder who
      thereafter will exercise his right to receive Common Shares pursuant to
      Warrant(s) will be entitled to receive, and will accept in lieu of the
      number of Subject Securities to which such holder was theretofore entitled
      upon such exercise, the aggregate number of shares, other securities or
      other property (including cash) which such holder would have been entitled
      to receive as a result of such Capital Reorganization if, on the effective
      date or record date thereof, as the case may be, the Warrantholder had
      been the registered holder of the number of Subject Securities to which
      such holder was theretofore entitled upon exercise. Appropriate
      adjustments will be made as a result of any such Capital Reorganization in
      the application of the provisions set forth in this Article 2 with respect
      to the rights and interests thereafter of Warrantholders to the end that
      the provisions set forth in this Article 2 will thereafter correspondingly
      be made applicable as nearly as may reasonably be in relation to any
      shares, other securities or other property thereafter deliverable upon the
      exercise of any Warrant. Any such adjustment will be made by and set forth
      in an indenture supplemental hereto approved by the directors and by the
      Warrant Agent and entered into pursuant to the provisions of this
      Indenture and will for all purposes be conclusively deemed to be an
      appropriate adjustment.

	 	 	 
	 	(e) 	
      Any adjustment of the Exchange Basis pursuant to
      subsections 2.12(a), (b), (c) and (d) above, including any readjustment,
      will include a corresponding adjustment to the Warrant Exercise Price
      which will be calculated by multiplying the Warrant Exercise Price by a
      fraction: (i) the numerator of which will be the Exchange Basis prior to
      the adjustment, and (ii) the denominator of which will be the Exchange
      Basis after the adjustment.

	 	 	 
	 	(f) 	
      None of the adjustment provisions in this section 2.12
      shall apply to a Common Share Reorganization, Rights Offering, Special
      Distribution or Capital Reorganization that is a result of, or in
      connection with, a dividend-in-kind, reduction of paid-up capital
      transaction or other similar transaction involving the transfer of certain
      mineral exploration properties to another person or company and any such
      transaction shall be







- 16 - 

	 		
      deemed not to be a Common Share Reorganization, Rights
      Offering, Special Distribution or Capital Reorganization.

	 	 	 	 
	 	(g) 	
      Forthwith upon the occurrence of any of the events
      referred to in the preceding subsections 2.12(a), (b), (c) and (d) above,
      the Company will:

	 	 	 	 
	 		(i) 	
      file with the Warrant Agent a certificate of the Company
      specifying the required adjustment; and

	 	 	 	 
	 		(ii) 	
      give notice to the Warrantholders of the required
      adjustment in the manner provided in section 10.2.



2.13     Rules
Regarding Calculation of Adjustment of Exchange Basis 

For the purposes of section 2.12: 

	 	(a) 	
      The adjustments provided for in section 2.12 will be
      cumulative and such adjustments will be made successively whenever an
      event referred to therein will occur, subject to the following subsections
      of this section 2.13.

	 	 	 
	 	(b) 	
      If the purchase price provided for in any Rights Offering
      (the "Rights Offering Price") is decreased, the Exchange Basis will
      forthwith be changed so as to increase the Exchange Basis to such Exchange
      Basis as would have been obtained had the adjustment to the Exchange Basis
      made pursuant to subsection 2.12(b) upon the issuance of such Rights
      Offering been made upon the basis of the Rights Offering Price as so
      decreased, provided that the provisions of this subsection shall not apply
      to any decrease in the Rights Offering Price resulting from provisions in
      any such Rights Offering designed to prevent dilution if the event giving
      rise to such decrease in the Rights Offering Price itself requires an
      adjustment to the Exchange Basis pursuant to the provisions of section
      2.12.

	 	 	 
	 	(c) 	
      No adjustment in the Exchange Basis will be required
      unless such adjustment would result in a change to the then prevailing
      Warrant Exercise Price of at least 1% or of at least one-one hundredth of
      a Common Share based on the prevailing Exchange Basis provided, however,
      that any adjustments which, except for the provisions of this subsection
      would otherwise have been required to be made, will be carried forward and
      taken into account in any subsequent adjustment.

	 	 	 
	 	(d) 	
      No adjustment in the Exchange Basis will be made in
      respect of any event described in section 2.12, other than the events
      referred to in clauses (ii) and (iii) of subsection (a) thereof, if
      Warrantholders are entitled to participate in such event on the same
      terms, mutatis mutandis, as if Warrantholders had exercised their
      Warrants prior to or on the effective date or record date of such event,
      such participation being subject to the prior written consent of each
      Principal Securities Exchange (to the extent required by the rules and
      regulations thereof).

	 	 	 
	 	(e) 	
      If a dispute at any time arises with respect to
      adjustments provided for in section 2.12, such dispute will, absent
      manifest error, be conclusively determined by the Company's auditors, or
      if they are unable or unwilling to act, by such other firm of independent
      chartered accountants as may be selected by the directors and any further
      determination, absent manifest error, will be binding upon the Company,
      the Warrant Agent and the







- 17 - 

	 		
      Warrantholders, subject to the prior written consent of
      each Principal Securities Exchange (to the extent required by the rules
      and regulations thereof).

	 	 	 
	 	(f) 	
      If the Company will set a record date to determine the
      holders of the Common Shares for the purpose of entitling them to receive
      any dividend or distribution or any subscription or purchase rights and
      will, thereafter and before the distribution to such shareholders of any
      such dividend, distribution, or subscription or purchase rights, legally
      abandon its plan to pay or deliver such dividend, distribution, or
      subscription or purchase rights, then no adjustment in the Exchange Basis
      will be required by reason of the setting of such record date.

	 	 	 
	 	(g) 	
      In the absence of a resolution of the directors fixing a
      record date for a Rights Offering or Special Distribution, the Company
      will be deemed to have fixed as the record date therefor the date on which
      the Rights Offering or Special Distribution is effected.

	 	 	 
	 	(h) 	
      As a condition precedent to the taking of any action
      which would require any adjustment in any of the subscription rights
      pursuant to any of the Warrants, including the Exchange Basis, the Company
      will take any corporate action which may, in the opinion of counsel, be
      necessary in order that the Company have unissued and reserved in its
      authorized capital and may validly and legally issue as fully paid and
      non-assessable all the shares or other securities which all the holders of
      such Warrants are entitled to receive on the exercise of all the
      subscription rights attaching thereto in accordance with the provisions
      thereof.

	 	 	 
	 	(i) 	
      In case the Company, after the date hereof, will take any
      action affecting any Common Shares, other than action described in section
      2.12, which in the opinion of the directors acting reasonably and in good
      faith would materially affect the rights of Warrantholders, the Exchange
      Basis will be adjusted in such manner, if any, and at such time, as the
      directors, in their sole discretion acting reasonably and in good faith,
      may determine to be equitable in the circumstances, subject to the prior
      written consent of each Principal Securities Exchange (to the extent
      required by the rules and regulations thereof). Failure of the taking of
      action by the directors so as to provide for an adjustment in the Exchange
      Basis prior to the effective date of any action by the Company affecting
      the Common Shares will be conclusive evidence that the directors have
      determined that it is equitable to make no adjustment in the
      circumstances.

	 	 	 
	 	(j) 	
      The Warrant Agent will be entitled to rely on any
      adjustment calculations prepared by the Company or its
  auditors.



2.14     Postponement
of Subscription 

In any case where the application of section 2.12 results in an
increase in the number of Subject Securities which are issuable upon the
exercise of the Warrants taking effect immediately after the record date for a
specific event, if any Warrant is exercised after that record date and prior to
completion of the event, the Company may postpone the issuance to the holder of
the Warrant of the Subject Securities to which he is entitled by reason of such
adjustment but such Subject Securities will be so issued and delivered to that
holder upon completion of that event, with the number of such Subject Securities
calculated on the basis of the number of Subject Securities on the date that the
Warrant was exercised adjusted for completion of that event and the Company will
deliver to the person or persons in whose name or names the Subject Securities
are to be issued an appropriate instrument evidencing the right of such person
or persons to receive such Subject Securities and the right to receive any
dividends or other distributions which, but for 




- 18 - 

the provisions of this section 2.14, such person or persons
would have been entitled to receive in respect of such Subject Securities from
and after the date that the Warrant was exercised in respect thereof.

2.15     Notice of Adjustment

	 	(a) 	
      At least 14 days prior to the effective date or record
      date, as the case may be, of any event which requires or might require
      adjustment pursuant to section 2.12, the Company will:

	 	 	 	 
	 		(i) 	
      file with the Warrant Agent a certificate of the Company
      specifying the particulars of such event (including the record date or the
      effective date for such event) and, if determinable, the required
      adjustment and the computation of such adjustment; and

	 	 	 	 
	 		(ii) 	
      give notice to the Warrantholders of the particulars of
      such event (including the record date or the effective date for such
      event) and, if determinable, the required adjustment.

	 	 	 	 
	 	(b) 	
      In case any adjustment for which a notice in subsection
      (a) of this section 2.15 has been given is not then determinable, the
      Company will promptly after such adjustment is determinable:

	 	 	 	 
	 		(i) 	
      file with the Warrant Agent a computation of such
      adjustment; and

	 	 	 	 
	 		(ii) 	
      give notice to the Warrantholders of the
    adjustment.

	 	 	 	 
	 	(c) 	
      The Warrant Agent may rely upon certificates and other
      documents filed by the Company pursuant to this section for all purposes
      of the adjustment.



2.16     No Action
after Notice 

The Company covenants with the Warrant Agent that it will not
take any other corporate action which might deprive the holder of a Warrant of
the opportunity of exercising the rights of acquisition pursuant thereto during
the period of 14 days after the giving of the notice set forth in clause (ii) of
subsection 2.15(a) . 

2.17     Optional Purchases
  by the Company

Subject to applicable law, the Company may, at any time and
from time to time, purchase in the open market, by invitation for tender, by
private contract or otherwise any of the Warrants, on such terms as the Company
may determine. All Warrants purchased pursuant to the provisions of this section
2.17 will be forthwith delivered to, cancelled and destroyed by the Warrant
Agent and will not be reissued. If required by the Company, the Warrant Agent
will furnish the Company with a certificate as to such destruction. 

2.18     Protection of
  Warrant Agent

The Warrant Agent will not: 

	 	(a) 	
      at any time be under any duty or responsibility to any
      registered holder of Warrants to determine whether any facts exist which
      may require any adjustment contemplated by this Article 2, nor to verify
      the nature and extent of any such adjustment when made or the method
      employed in making the same;







- 19 - 

	 	(b) 	
      be accountable with respect to the validity or value or
      the kind or amount of any Subject Securities which may at any time be
      issued or delivered upon the exercise of the Warrants;

	 	 	 
	 	(c) 	
      be responsible for any failure of the Company to issue,
      transfer or deliver the Subject Securities or certificates evidencing the
      same upon surrender of the Warrants for the purpose of exercising the
      rights or to comply with the provisions or covenants contained in this
      Article 2; or

	 	 	 
	 	(d) 	
      incur any liability or responsibility whatsoever or be in
      any way responsible for the consequence of any breach on the part of the
      Company of any of the representations, warranties or covenants of the
      Company or any acts or deeds of the agents or servants of the
    Company.



ARTICLE 3 
EXERCISE OF WARRANTS 

3.1      Method
  of Exercise of Warrants

	 	(a) 	
      Subject to subsection 3.1(d) and section 3.5, a holder of
      Warrants may exercise the rights thereby conferred on him to acquire all
      or any part of the Subject Securities to which such Warrant entitles the
      holder, by surrendering the Warrant Certificate representing such Warrants
      to the Warrant Agent at any time on or before the Time of Expiry during
      regular business hours at its principal offices in the cities of Vancouver
      or Toronto (or at such additional place or places as may be decided by the
      Company from time to time with the approval of the Warrant Agent), with:
      (i) a duly completed and executed Subscription Form; and (ii) a certified
      cheque, bank draft or money order in lawful money of Canada payable to or
      to the order of the Company in an amount equal to the Warrant Exercise
      Price multiplied by the number of Subject Securities subscribed for. A
      Warrant Certificate with the duly completed and executed Subscription Form
      and payment of the Warrant Exercise Price will 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.

	 	 	 
	 	(b) 	
      Any subscription referred to in subsection 3.1(a) will be
      signed by the Warrantholder, will specify the person(s) in whose name such
      Subject Securities are to be issued, the address(es) of such person(s) and
      the number of Subject Securities to be issued to each person, if more than
      one person is so specified. If any of the Subject Securities subscribed
      for are to be issued to a person(s) other than the Warrantholder, the
      signatures set out in the subscription referred to in subsection 3.1(a)
      will be guaranteed by a Schedule I chartered bank, a major Canadian trust
      company, a member of the medallion guarantee program, a member of the
      Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock
      Exchange Inc. Medallion Signature Program (MSP) and the Warrantholder will
      pay to the Company or the Warrant Agent all applicable transfer or similar
      taxes and the Company will not be required to issue or deliver
      certificates evidencing Subject Securities unless or until such
      Warrantholder will have paid to the Company or the Warrant Agent on behalf
      of the Company the amount of such tax or will have established to the
      satisfaction of the Company that such tax has been paid or that no tax is
      due.







- 20 - 

	 	(c) 	
      If at the time of exercise of the Warrants, in accordance
      with the provisions of subsection 3.1(a), there are any trading
      restrictions on the Subject Securities pursuant to applicable securities
      legislation or stock exchange requirements, the Company may upon the
      advice of counsel, endorse any certificates representing the Subject
      Securities to such effect.

	 	 	 
	 	(d) 	
      The Warrants may not be exercised in the United States or
      by or on behalf of a U.S. Person, unless an exemption from registration is
      available under the U.S. Securities Act and any applicable state
      securities laws and the Corporation has received an opinion of counsel to
      such effect in form and substance satisfactory to the Corporation;
      provided that a holder who is an institutional "accredited investor" that
      satisfies one of the criteria set forth in Rule 501(a)(1), (2), (3) or (7)
      of Regulation D at the time of exercise of this Warrant and that purchased
      units ("Units"), with each Unit comprised of one common share and one
      Warrant, in the Corporation's private placement of Units in the United
      States and to 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.

	 	 	 
	 	(e) 	
      Unless otherwise required by United States federal or
      state securities laws, only those certificates representing Common Shares
      originally issued to a U.S. Person or a person in the United States or a
      person for the account or benefit of a U.S. Person or a person in the
      United States, as well as all certificates issued in exchange for or in
      substitution of the foregoing securities, will bear a legend to the
      following effect:

	 	 	 
	 		
      "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL
      NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
      AMENDED (THE "U.S. SECURITIES ACT"), OR THE LAWS OF ANY STATE OF THE
      UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES
      FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD,
      PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE
      UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S.
      SECURITIES ACT 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 RULE 144 OR RULE 144A THEREUNDER, IF
      AVAILABLE, AND 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 AFTER THE SELLER
      FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN
      FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT. DELIVERY OF
      THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF
      TRANSACTIONS ON STOCK EXCHANGES IN CANADA. IF, AT ANY TIME THE COMPANY IS
      A "FOREIGN ISSUER" AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES
      ACT, THESE SECURITIES ARE BEING SOLD IN ACCORDANCE WITH RULE 904 OF
      REGULATION S UNDER THE U.S. SECURITIES ACT, A NEW CERTIFICATE BEARING NO
      LEGEND, DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY," MAY BE OBTAINED
      FROM THE COMPANY'S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A
      DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE COMPANY AND ITS
      TRANSFER AGENT, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED
      HEREBY IS BEING MADE IN







- 21 - 

ACCORDANCE WITH RULE 904 OF REGULATION
S UNDER THE U.S. SECURITIES ACT." 

provided, that if, at the time
the Company is a "foreign issuer" as defined in Regulation S, such securities
are being sold in accordance with the requirements of Rule 904 of Regulation S,
as referred to above, and in compliance with local laws and regulations, the
legend may be removed by providing a declaration to the Company and the
Company's transfer agent for such securities, in the form attached hereto as
Schedule "B" (or as the Company may prescribe from time to time); 

notwithstanding the foregoing,
the Company'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; and 

provided further, that, if any
of such securities are being sold pursuant to Rule 144 of the U.S. Securities
Act, the legend may be removed by delivery to the Company and the Company's
transfer agent of an opinion of counsel of recognized standing in form and
substance satisfactory to the Company to the effect that the legend is no longer
required under applicable requirements of the U.S. Securities Act or state
securities laws. 

3.2      Disbursement
  of Monies

The Warrant Agent will disburse monies to the Company according
to this Indenture only to the extent that monies have been deposited with it.


3.3      Effect
  of Exercise of Warrants

	 	(a) 	
      Upon compliance by the Warrantholder with, and subject to
      the provisions of section 3.1, the Subject Securities subscribed for will
      be deemed to have been issued and the person to whom such Subject
      Securities are to be issued will be deemed to have become the holder of
      record of such Subject Securities on the Exercise Date unless the transfer
      registers of the Company for the Common Shares will be closed on such
      date, in which case the Subject Securities subscribed for will be deemed
      to have been issued and such person will be deemed to have become the
      holder of record of such Subject Securities on the date on which such
      transfer registers are reopened.

	 	 	 
	 	(b) 	
      Within three Business Days following the due exercise of
      a Warrant pursuant to section 3.1, the Warrant Agent will deliver to the
      Company the funds received in full for the Warrants exercised.

	 	 	 
	 	(c) 	
      Within three Business Days following the due exercise of
      a Warrant pursuant to section 3.1 and forthwith after Time of Expiry, the
      Warrant Agent will deliver to the Company a notice setting forth the
      particulars of all Warrants exercised, if any, and the persons in whose
      names the Subject Securities are to be issued and the addresses of such
      holders of the Subject Securities.

	 	 	 
	 	(d) 	 Within five Business Days following the due exercise
        of a Warrant pursuant to section 3.1, the Warrant Agent will mail to the
        person in whose name the Subject Securities so subscribed for are to be
        issued, as specified in the Subscription Form completed in respect of
        the Warrants exercised, at the address specified in such Subscription
        Form, a certificate or certificates respecting the Subject Securities
        to which the Warrantholder is entitled and, if applicable, a Warrant Certificate
        representing any Warrants not then exercised. 







- 22 - 

3.4      Cancellation
  of Warrant Certificates

All Warrant Certificates properly surrendered to the Warrant
Agent pursuant to section 2.6, 2.10, 2.17 or 3.1 will be cancelled by the
Warrant Agent and the Warrant Agent will record the cancellation of such Warrant
Certificates on the register of holders maintained by the Warrant Agent pursuant
to section 2.8. The Warrant Agent will, if required by the Company, furnish the
Company with a certificate identifying the Warrant Certificates so cancelled.
All Warrants represented by Warrant Certificates which have been duly cancelled
will be without further force or effect whatsoever.

3.5      Subscription
  For Less Than Entitlement 

The holder of any Warrant may subscribe for and purchase a
whole number of Subject Securities which is less than the number which the
holder is entitled to purchase pursuant to a surrendered Warrant Certificate. In
such event, the holder thereof will be entitled to receive a new Warrant
Certificate in respect of the balance of Subject Securities which such holder
was entitled to purchase pursuant to the surrendered Warrant Certificate and
which were not then purchased. Such new Warrant Certificate shall bear the same
legend, as set forth in subsection 2.2(c), which the surrendered Warrant
Certificate bears.

3.6      Expiration
  of Warrants 

After the Time of Expiry, all rights under any Warrant in
respect of which the right of subscription and purchase herein and therein
provided for has not been exercised will wholly cease and terminate and such
Warrant will be void and of no effect. 

3.7      No Fractional
  Shares

Notwithstanding anything herein contained, including any
adjustment provided for in Article 2, the Company will not be required, upon the
exercise of any Warrants, to issue fractional Subject Securities or to
distribute certificates which evidence fractional Subject Securities. In lieu of
fractional Subject Securities, the Company shall pay to the holder who would
otherwise be entitled to receive a fractional Subject Security upon exercise of
Warrants, within ten Business Days, an amount equal to the Current Market Price
for the Common Shares on such date multiplied by an amount equal to the
fractional interest of a Common Share such holder would otherwise be entitled to
receive upon such exercise, provided that the Company shall not be required to
make such payment that is less than $5.00. 

ARTICLE 4 
RIGHTS AND COVENANTS 

4.1      General
  Covenants 

The Company covenants with the Warrant Agent for the benefit of
the Warrant Agent and the Warrantholders that so long as any Warrants remain
outstanding:

	 	(a) 	
      it will maintain its corporate existence and will carry
      on and conduct its business in a proper, efficient and business-like
      manner and in accordance with good business practice and cause to be kept
      proper books of account in accordance with generally accepted accounting
      practices;







- 23 - 

	 	(b) 	
      the Company will cause certificates representing the
      Common Shares, if any, from time to time subscribed for and paid pursuant
      to the exercise of Warrants to be issued and delivered in accordance with
      the terms hereof;

	 	 	 
	 	(c) 	
      it will reserve and there will remain unissued out of its
      authorized capital a sufficient number of Subject Securities to satisfy
      the rights of acquisition provided for herein;

	 	 	 
	 	(d) 	
      it will cause the Subject Securities from time to time
      subscribed for pursuant to the Warrants in the manner herein provided and
      the certificates representing such Subject Securities to be duly issued
      and delivered in accordance with the Warrants and the terms
  hereof;

	 	 	 
	 	(e) 	
      all Subject Securities which will be issued upon exercise
      of the right to acquire provided for herein upon payment of the Warrant
      Exercise Price, will be issued as fully paid and non-assessable and the
      holders thereof will not be liable to the Company or its creditors in
      respect thereof;

	 	 	 
	 	(f) 	
      the Company will give to the Warrantholders, in the
      manner provided in Article Twelve hereof, and to the Warrant Agent, notice
      of its intention to fix a record date, or effective date, as the case may
      be, for any event referred to in section 2.12 hereof which may give rise
      to an adjustment in the Exercise Price or in the number of Common Shares
      purchasable upon the exercise of Warrants and, in each case, such notice
      shall specify the particulars of such event and the record date, or the
      effective date, for such event; provided that the Company shall only be
      required to specify in such notice such particulars of such event as shall
      have been fixed and determined on the date on which such notice is given,
      and such notice shall be given in each case not less than ten days prior
      to the applicable record date or effective date, as the case may
  be;

	 	 	 
	 	(g) 	
      the Company will not close its transfer books nor take
      any other action which might deprive a Warrantholder of the opportunity of
      exercising the right of purchase pursuant to the Warrants held by such
      person during the period of ten days after the giving of a notice required
      by section 4.1 or unduly restrict such opportunity;

	 	 	 
	 	(h) 	
      it will maintain the listing of the Common Shares on the
      TSX Venture Exchange or a more senior stock exchange in Canada;

	 	 	 
	 	(i) 	
      it will maintain its status as a reporting issuer not in
      default under, and not be in default in any material respect of the
      applicable requirements of, the applicable securities laws of each of
      British Columbia and Alberta, from the date hereof up to and including the
      Time of Expiry;

	 	 	 
	 	(j) 	
      it will perform all its covenants and carry out all of
      the acts or things to be done by it as provided in this
  Indenture;

	 	 	 
	 	(k) 	
      it will promptly advise the Warrant Agent in writing of
      any material default by the Company in the performance of its covenants
      hereunder;

	 	 	 
	 	(l) 	
      if the Company is a party to any transaction in which the
      Company is not the continuing corporation, the Company shall use
      commercially reasonable efforts to obtain all consents which may be
      necessary or appropriate under Canadian law to enable the continuing
      corporation to give effect to the Warrants;
and







- 24 - 

	 	(m) 	
      it will do, execute, acknowledge and deliver or cause to
      be done, executed, acknowledged or delivered all other acts, deeds and
      assurances in law as the Warrant Agent may reasonably require for the
      better accomplishing and effecting of the provisions and intention of this
      Indenture.



The Company and the Warrant Agent acknowledge and agree that:
(i) none of the foregoing covenants will be interpreted or applied so as to
prohibit or restrict or otherwise limit the Company's ability, right and
authority to undertake or implement one or more of the actions contemplated by
section 2.12; and (ii) the foregoing covenants will be interpreted and applied
following each of such actions with reference to any successor to the Company
and with reference to any securities into which the Common Shares and/or the
Warrants may be changed or for which they may be exercisable as a result of such
action or actions. 

4.2      Warrant
  Agent's Remuneration and Expenses

The Company covenants that it will pay to the Warrant Agent
from time to time reasonable remuneration for its services hereunder and will
pay or reimburse the Warrant Agent upon its request for all reasonable expenses
and disbursements of the Warrant Agent in the administration or execution of the
trusts hereby created (including the reasonable compensation and the
disbursements of its counsel and all other advisers, experts, accountants and
assistants not regularly in its employ) both before any default hereunder and
thereafter until all duties of the Warrant Agent hereunder will be finally and
fully performed, except any such expense or disbursement in connection with or
related to or required to be made as a result of the gross negligence, wilful
misconduct or fraud of the Warrant Agent. 

4.3      Performance
  of Covenants by Warrant Agent

Subject to subsection 8.2(g), if the Company fails to perform
any of its covenants contained in this Indenture and the Company has not
rectified such failure within 15 Business Days after receiving written notice
from the Warrant Agent of such failure, the Warrant Agent may notify the
Warrantholders of such failure on the part of the Company or may itself perform
any of the said covenants capable of being performed by it, but will be under no
obligation to perform said covenants or to notify the Warrantholders of such
performance by it. All reasonable sums expended or disbursed by the Warrant
Agent in so doing will be repayable as provided in section 4.2. No such
performance, expenditure or disbursement by the Warrant Agent will be deemed to
relieve the Company of any default hereunder or of its continuing obligations
under the covenants herein contained. 

ARTICLE 5 
ENFORCEMENT 

5.1      Suits by
  Warrantholders 

All or any of the rights conferred upon a Warrantholder by the
terms of the Warrants held by him and/or this Indenture may be enforced by such
Warrantholder by appropriate legal proceedings, but subject to the rights which
are hereby conferred upon the Warrant Agent, and subject to the provisions of
sections 5.2, 5.3 and 6.10. 

5.2      Immunity
  of Shareholders, etc.

Subject to applicable law, the Warrant Agent and, by the
acceptance of the Warrant Certificates and as part of the consideration for the
issue of the Warrants, the Warrantholders hereby waive and release any right,
cause of action or remedy now or hereafter existing in any jurisdiction against
any person in his capacity as an incorporator or any past, present or future
Shareholder or other security holder, director, 




- 25 - 

officer, employee or agent of the Company for the creation and
issue of the Subject Securities pursuant to any Warrant or on any covenant,
agreement, representation or warranty by the Company herein or contained in the
Warrant Certificates other than in respect of negligence or breach of fiduciary
duty by any of the foregoing. 

5.3      Limitation
  of Liability

The obligations hereunder are not personally binding upon, nor
will resort hereunder be had to, the directors or Shareholders of the Company or
any of the past, present or future directors or Shareholders of the Company or
any of the past, present or future officers, employees or agents of the Company,
but only the property of the Company will be bound in respect hereof. 

ARTICLE 6 
MEETINGS OF WARRANTHOLDERS 

6.1      Right to
  Convene Meetings 

The Warrant Agent may, at any time and from time to time, and
will on receipt of a written request of the Company or of a Warrantholders'
Request, convene a meeting of the Warrantholders provided that the Warrant Agent
has been provided with sufficient funds and is indemnified to its reasonable
satisfaction by the Company or by the Warrantholders signing such
Warrantholders' Request against the costs, charges, expenses and liabilities
which may be incurred in connection with the calling and holding of such
meeting. If, within 15 Business Days after the receipt of a written request of
the Company or a Warrantholders' Request and indemnity and funding given as
aforesaid, the Warrant Agent fails to give the requisite notice specified in
section 6.2 to convene a meeting, the Company or such Warrantholders, as the
case may be, may convene such meeting. Every such meeting will be held in the
city of Vancouver or at such other place in Canada as may be approved or
determined by the Warrant Agent.

6.2      Notice
  

At least 21 days prior notice of any meeting of Warrantholders
will be given to the Warrantholders in the manner provided for in section 10.2
and a copy of such notice will be delivered to the Warrant Agent, unless the
meeting has been called by the Warrant Agent, and to the Company, unless the
meeting has been called by the Company. Such notice will state the time and
place of the meeting, the general nature of the business to be transacted and
will contain such information as is reasonably necessary to enable the
Warrantholders to make a reasoned decision on the matter, but it will 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 6. The notice convening any
such meeting may be signed by an appropriate officer of the Warrant Agent or of
the Company or the person designated by the Warrantholders, as the case may
be.

6.3      Chairman
  

The Warrant Agent may nominate in writing an individual to be
Chairman of the meeting and if no individual is so nominated, or if the
individual so nominated is not present within 15 minutes after the time fixed
for the holding of the meeting, the Warrantholders present in person or by proxy
will appoint an individual present to be Chairman of the meeting. The Chairman
of the meeting need not be a Warrantholder. 




- 26 - 

6.4      Quorum

No business will be transacted at any meeting unless a quorum
is present at the commencement of business. Subject to the provisions of section
6.11, at any meeting of the Warrantholders a quorum will consist of one
Warrantholder present in person or represented by proxy and representing at
least 25% of the aggregate number of all the then outstanding Warrants. If a
quorum of the Warrantholders is not present within one-half hour from the time
fixed for holding any meeting, the meeting, if requested by the Warrantholders
or on a Warrantholders' Request, will be dissolved; but in any other case the
meeting will be adjourned to the same day in the next week (unless such day is
not a Business Day in which case it will be adjourned to the next following
Business Day) at the same time and place to the extent possible and, subject to
the provisions of section 6.11, no notice of the adjournment need be given. Any
business may be brought before or dealt with at an adjourned meeting which might
have been dealt with at the original meeting in accordance with the notice
calling the same. Subject to the provisions of section 6.11, at the adjourned
meeting the Warrantholders present in person or represented by proxy will form a
quorum and may transact the business for which the meeting was originally
convened, notwithstanding that they may not represent at least 25% of the
aggregate number of all the then outstanding Warrants then unexercised and
outstanding.

6.5      Power to
  Adjourn 

The chairman of any meeting at which a quorum of the
Warrantholders 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.

6.6      Show of
  Hands 

Every question submitted to a meeting will be decided in the
first place by a majority of the votes given on a show of hands except that
votes on an Extraordinary Resolution will 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 will be conclusive evidence of the fact. 

6.7      Poll and
  Voting

On every Extraordinary Resolution, and when demanded by the
chairman or by one or more of the Warrantholders acting in person or by proxy,
on any other question submitted to a meeting and after a vote by show of hands,
a poll will be taken in such manner as the chairman will direct. Questions other
than those required to be determined by Extraordinary Resolution will 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 Warrantholder or as proxy for
one or more absent Warrantholders, or both, will have one vote. On a poll, each
Warrantholder present in person or represented by a proxy duly appointed by
instrument in writing will be entitled to one vote in respect of each whole
Subject Security which he (or the Warrantholder appointing him as proxy) is
entitled to acquire upon the exercise of the Warrant then held by him. A proxy
need not be a Warrantholder. The chairman of any meeting will be entitled, both
on a show of hands and on a poll, to vote in respect of the Warrants, if any,
held or represented by him. 

6.8      Regulations

Subject to the provisions of this Indenture, the Warrant Agent
or the Company with the approval of the Warrant Agent may from time to time make
and from time to time vary such regulations as it will consider necessary or
appropriate: 




- 27 - 

	 	(a) 	
      for the deposit of instruments appointing proxies at such
      place and time as the Warrant Agent, the Company or the Warrantholders
      convening the meeting, as the case may be, may in the notice convening the
      meeting direct;

	 	 	 
	 	(b) 	
      for the deposit of instruments appointing proxies at some
      approved place other than the place at which the meeting is to be held and
      enabling particulars of such instruments appointing proxies to be mailed,
      cabled or telecopied before the meeting to the Company 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;

	 	 	 
	 	(c) 	
      for the form of the instrument of proxy and the manner in
      which the form of proxy may be executed; and

	 	 	 
	 	(d) 	
      generally for the calling of meetings of Warrantholders
      and the conduct of business thereat including setting a record date for
      Warrantholders entitled to receive notice of or to vote at such
      meeting.



Any regulations so made will be binding and effective and the
votes given in accordance therewith will be valid and will be counted. Save as
such regulations may provide, the only persons who will be recognized at any
meeting as a Warrantholder, or be entitled to vote or be present at the meeting
in respect thereof (subject to section 6.9), will be Warrantholders or persons
holding proxies of Warrantholders.

6.9      Company,
  Warrant Agent and Counsel may be Represented 

The Company and the Warrant Agent, by their respective
directors and officers, and the counsel for each of the Company, the
Warrantholders and the Warrant Agent may attend any meeting of the
Warrantholders and speak thereat but will have no vote as such unless in their
capacities as Warrantholders. 

6.10     Powers Exercisable
  by Extraordinary Resolution

In addition to all other powers conferred upon them by any
other provisions of this Indenture or by law, but subject to the prior written
consent of each Principal Securities Exchange (to the extent required by the
rules and regulations thereof), the Warrantholders at a meeting will have the
power, exercisable from time to time, by Extraordinary Resolution: 

	 	(a) 	
      to agree with the Company to any modification,
      alteration, compromise or arrangement of the rights of Warrantholders
      and/or the Warrant Agent in its capacity as Warrant Agent hereunder or on
      behalf of the Warrantholders against the Company, whether such rights
      arise under this Indenture or the Warrants or otherwise;

	 	 	 
	 	(b) 	
      to amend or repeal any Extraordinary Resolution
      previously passed or sanctioned by the Warrantholders;

	 	 	 
	 	(c) 	
      to direct or authorize the Warrant Agent, subject to the
      receipt of sufficient funding and satisfactory indemnity, to enforce any
      of the covenants on the part of the Company contained in this Indenture or
      the Warrants or to enforce any of the rights of the Warrantholders in any
      manner specified in such Extraordinary Resolution or to refrain from
      enforcing any such covenant or right;







- 28 - 

	 	(d) 	
      to waive and direct the Warrant Agent to waive any
      default on the part of the Company in complying with any provisions of
      this Indenture or the Warrants either unconditionally or upon any
      conditions specified in such Extraordinary Resolution;

	 	 	 
	 	(e) 	
      to assent to any change in or omission from the
      provisions contained in this Indenture or the Warrant Certificates or any
      ancillary or supplemental instrument which is agreed to by the Company,
      and to authorize the Warrant Agent to concur in and execute any ancillary
      or supplemental indenture embodying the change or omission;

	 	 	 
	 	(f) 	
      to assent to a compromise or arrangement with a creditor
      or creditors or a class or classes of creditors, whether secured or
      otherwise, and with holders of any shares or other securities of the
      Company;

	 	 	 
	 	(g) 	
      to restrain any Warrantholder from taking or instituting
      any suit, action or proceeding against the Company for the enforcement of
      any of the covenants on the part of the Company contained in this
      Indenture or the Warrants or to enforce any of the rights of the
      Warrantholders; and

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



6.11     Meaning of Extraordinary
  Resolution

	 	(a) 	
      The expression "Extraordinary Resolution" when used in
      this indenture means, subject as hereinafter provided in this section 6.11
      and in section 6.14, a resolution proposed at a meeting of Warrantholders
      duly convened for that purpose and held in accordance with the provisions
      of this Article 6 at which there are Warrantholders present in person or
      represented by proxy representing at least 25% of the aggregate number of
      all the then outstanding Warrants and passed by the affirmative votes of
      Warrantholders representing not less than 66 2/3% of the aggregate number
      of all the then outstanding Warrants represented at the meeting and voted
      on the poll upon such resolution.

	 	 	 
	 	(b) 	
      If, at any meeting called for the purpose of passing an
      Extraordinary Resolution, Warrantholders representing at least 25% of the
      aggregate number of all the then outstanding Warrants are not present in
      person or by proxy within one-half hour after the time appointed for the
      meeting, then the meeting, if convened by Warrantholders or on a
      Warrantholders' Request, will be dissolved; but in any other case it will
      stand adjourned to such day, being not less than six or more than ten
      Business Days later, and to such place and time in Canada as may be
      determined by the chairman. Not less than three Business Days prior notice
      will be given to Warrantholders in the manner provided for in section 10.2
      and a copy of such notice will be delivered to the Warrant Agent, unless
      the meeting was called by the Warrant Agent, and to the Company, unless
      the meeting was called by the Company. Such notice will state that at the
      adjourned meeting the Warrantholders present in person or represented by
      proxy will form a quorum but it will not be necessary to set forth the
      purposes for which the meeting was originally called or any other
      particulars. At the adjourned meeting, the Warrantholders present in
      person or represented by proxy will 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 6.11(a) will be an







- 29 - 

	 		
      Extraordinary Resolution within the meaning of this
      Indenture notwithstanding that Warrantholders representing at least 25% of
      the aggregate number of all the then outstanding Warrants are not present
      in person or represented by proxy at such adjourned meeting.

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



6.12     Powers
Cumulative 

It is hereby declared and agreed that any one or more of the
powers or any combination of the powers in this Indenture stated to be
exercisable by the Warrantholders 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 will not be deemed to
exhaust the right of the Warrantholders to exercise such powers or combination
of powers then or thereafter from time to time. 

6.13     Minutes

Minutes of all resolutions and proceedings at every meeting of
Warrantholders will be made and duly entered in books to be from time to time
provided for that purpose by the Warrant Agent at the reasonable expense of the
Company, and any such minutes as aforesaid, if signed by the chairman of the
meeting at which such resolutions were passed or proceedings held, or by the
chairman of the next succeeding meeting of the Warrantholders, will 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 will
have been made will be deemed to have been duly convened and held, and all
resolutions passed thereat or proceedings taken will be deemed to have been duly
passed and taken. 

6.14     Instruments
  in Writing

All actions which may be taken and all powers that may be
exercised by the Warrantholders at a meeting held as provided in this Article 6
also may be taken and exercised by Warrantholders representing, in the case of
such actions and powers not requiring an Extraordinary Resolution, at least 51%,
and, in the case of such actions and powers requiring an Extraordinary
Resolution, at least 66 2/3% of the aggregate number of all the then outstanding
Warrants by an instrument in writing signed in one or more counterparts by such
Warrantholders in person or by attorney duly appointed in writing, and the
expression "Extraordinary Resolution" when used in this Indenture will include
an instrument so signed. 

6.15     Binding Effect
  of Resolutions

Every resolution and every Extraordinary Resolution passed in
accordance with the provisions of this Article 6 at a meeting of Warrantholders
will be binding upon all the Warrantholders, whether present at or absent from
such meeting, and every instrument in writing signed by Warrantholders in
accordance with section 6.14 will be binding upon all the Warrantholders,
whether signatories thereto or not, and each and every Warrantholder and the
Warrant Agent (subject to the provisions for indemnity herein contained) will be
bound to give effect accordingly to every such resolution and instrument in
writing. In the case of an instrument in writing, the Warrant Agent will give
notice in the manner contemplated in sections 10.1 and 10.2 of the effect of the
instrument in writing to all Warrantholders and the Company as soon as is
reasonably practicable.




- 30 - 

6.16     Holdings by
  the Company or Subsidiaries of the Company Disregarded

In determining whether Warrantholders (or their proxies) are
present at a meeting of Warrantholders for the purpose of determining a quorum
or have concurred in any consent, waiver, Extraordinary Resolution,
Warrantholders' Request or other action under this Indenture, Warrants owned
legally or beneficially by the Company or any associate or affiliate (as those
terms are defined or used in the Business Corporations Act (British
Columbia) (or any successor instrument) of the Company will be disregarded.

ARTICLE 7 
SUPPLEMENTAL INDENTURES 

7.1      Supplemental
  Indentures 

From time to time the Company and the Warrant Agent may,
subject to the provisions of this Indenture, and they will, when so directed by
this Indenture, execute and deliver by their proper officers, indentures or
instruments supplemental hereto, which thereafter will form part hereof, for any
one or more or all of the following purposes: 

	 	(a) 	
      providing for the issuance of additional Warrants
      hereunder and any consequential amendments hereto as may be required by
      the Warrant Agent and the Company, each relying on the advice of counsel,
      provided that the same are not in the opinion of the Warrant Agent and the
      Company, each relying on the opinion of counsel, prejudicial to the
      interests of the Warrantholders as a group;

	 	 	 
	 	(b) 	
      setting forth adjustments in the application of Article
      2;

	 	 	 
	 	(c) 	
      adding to the provisions hereof such additional covenants
      and enforcement provisions as in the opinion of counsel are necessary or
      advisable, provided that the same are not in the opinion of the Warrant
      Agent, relying on the opinion of counsel, prejudicial to the interests of
      the Warrantholders as a group;

	 	 	 
	 	(d) 	
      giving effect to any Extraordinary Resolution passed as
      provided in Article 6;

	 	 	 
	 	(e) 	
      making such provisions not inconsistent with this
      Indenture as may be necessary or desirable with respect to matters or
      questions arising hereunder provided that such provisions are not, in the
      opinion of the Warrant Agent, relying on the opinion of counsel,
      prejudicial to the interests of the Warrantholders as a group;

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

	 	 	 
	 	(g) 	
      making any additions to, deletions from or alterations of
      the provisions of this Indenture which, in the opinion of the Warrant
      Agent, relying on the opinion of counsel, do not materially and adversely
      affect the interests of the Warrantholders and are necessary or advisable
      in order to incorporate, reflect or comply with any Applicable
      Legislation;

	 	 	 
	 	(h) 	
      modifying any of the provisions of this Indenture or
      relieving the Company from any of the obligations, conditions or
      restrictions herein contained, provided that no such modification or
      relief shall be or become operative or effective if in the opinion of the
      Warrant Agent, relying on the opinion of counsel, the modification or
      relief impairs any







- 31 - 

	 		
      of the rights of the Warrantholders provided hereunder,
      or of the Warrant Agent, and provided that the Warrant Agent may in its
      sole discretion decline to enter into any supplemental indenture which in
      its opinion may not afford adequate protection to the Warrant Agent when
      the same shall become operative;

	 	 	 
	 	(i) 	
      evidencing any succession, or successive successions, of
      other bodies corporate to the Company and the assumption by any successor
      of the obligations of the Company herein and in the Warrant Certificates
      as provided in section 7.2; and

	 	 	 
	 	(j) 	
      for any other purpose not inconsistent with the terms of
      this Indenture, including the correction or rectification of any
      ambiguities, defective or inconsistent provisions, errors or omissions
      herein, provided that, in the opinion of the Warrant Agent, relying on the
      opinion of counsel, the rights of the Warrant Agent and of the
      Warrantholders as a group are not prejudiced
thereby.



7.2      Successor
  Companies 

In the case of the consolidation, amalgamation, plan of
arrangement, merger or transfer of the undertaking or assets of the Company as
an entirety or substantially as an entirety to another corporation
("Successor Corporation"), forthwith following the occurrence of such
event the Successor Corporation resulting from such consolidation, amalgamation,
plan of arrangement, merger or transfer (if not the Company) will expressly
assume, by supplemental indenture satisfactory in form to the Warrant Agent and
executed and delivered to the Warrant Agent, the due and punctual performance
and observance of each and every covenant and condition of this Indenture to be
performed and observed by the Company. 

ARTICLE 8 
CONCERNING THE WARRANT AGENT 

8.1      Trust
  Indenture Legislation

	 	(a) 	
      In this Article, the term "Applicable Legislation"
      means the provisions of any statute of Canada or a province thereof and of
      regulations under any such named or other statute relating to trust
      indentures and/or to the rights, duties and obligations of trustees and of
      corporations under trust indentures, to the extent that such provisions
      are at the time in force and applicable to this Indenture.

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

	 	 	 
	 	(c) 	
      The Company and the Warrant Agent agree that each will at
      all times in relation to this Indenture and any action to be taken
      hereunder observe and comply with and be entitled to the benefit of
      Applicable Legislation.



8.2      Rights
  and Duties of Warrant Agent

	 	(a) 	
      In the exercise of the rights and duties prescribed or
      conferred by the terms of this Indenture, the Warrant Agent will act
      honestly and in good faith with a view to the best interests of the
      Warrantholders and will exercise the degree of care, diligence and skill
      that a reasonably prudent trustee would exercise in comparable
      circumstances. No provision of this Indenture will be construed to relieve
      the Warrant Agent from, or







- 32 - 

	 		
      require any other person to indemnify the Warrant Agent
      against liability for its own gross negligence, wilful misconduct or
      fraud.

	 	 	 
	 	(b) 	
      Subject only to subsection 8.2(a), the Warrant Agent will
      not be bound to do or take any act, action or proceeding for the
      enforcement of any of the obligations of the Company under this Indenture
      unless and until it has received a Warrantholders' Request specifying the
      act, action or proceeding which the Warrant Agent is requested to take.
      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 Warrantholders hereunder will be conditional upon the
      Warrantholders furnishing, when required by notice in writing by the
      Warrant Agent, sufficient funds to commence or continue such act, action
      or proceeding and an indemnity reasonably satisfactory to the Warrant
      Agent and its counsel to protect and hold harmless the Warrant Agent and
      its officers, directors, employees and agents against the costs, charges,
      expenses and liabilities to be incurred thereby and any loss and damage it
      may suffer by reason thereof. None of the provisions contained in this
      Indenture will 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.

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

	 	 	 
	 	(d) 	
      Every provision of this Indenture that by its terms
      relieves the Warrant Agent of liability or entitles it to rely upon any
      evidence submitted to it is subject to the provisions of Applicable
      Legislation.

	 	 	 
	 	(e) 	
      The Warrant Agent will retain the right not to act and
      will not be held liable for refusing to act unless it has received clear
      and reasonable documentation which complies with the terms of this
      Indenture. Such documentation must not require the exercise of any
      discretion or independent judgment.

	 	 	 
	 	(f) 	
      In the event of any disagreement arising regarding the
      terms of this Indenture, the Warrant Agent will be entitled, at its
      option, to refuse to comply with any demands whatsoever until the dispute
      is settled either by written agreement amongst the various parties or by a
      court of competent jurisdiction.

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







- 33 - 

	 	(h) 	
      In this Indenture, whenever confirmations or instructions
      are required to be given to the Warrant Agent, in order to be valid, such
      confirmations and instructions will be in writing.



8.3      Evidence,
  Experts and Advisers

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

	 	 	 
	 	(b) 	
      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, the due execution and the accuracy of the opinions
      expressed therein, upon statutory declarations, opinions, reports, written
      requests, consents, or orders of the Company, certificates of the Company
      or other evidence furnished to the Warrant Agent, provided that such
      evidence complies with Applicable Legislation and the Warrant Agent
      examines the same and determines that such evidence complies with the
      applicable requirements of this Indenture.

	 	 	 
	 	(c) 	
      Whenever Applicable Legislation requires that evidence
      referred to in subsection 8.3(a) be in the form of a statutory
      declaration, the Warrant Agent may accept such statutory declaration in
      lieu of a certificate of the Company required by any provision hereof. Any
      such statutory declaration may be made by one or more of the Chairman, the
      Chief Executive Officer, the President, the Chief Operating Officer, the
      Chief Financial Officer, any Vice-president, the Controller and the
      Corporate Secretary of the Company.

	 	 	 
	 	(d) 	
      The Warrant Agent may employ or retain such counsel,
      accountants or other experts or advisers as it may reasonably require for
      the purpose of discharging its duties hereunder, may act on and rely upon
      the advice or opinions so obtained and may pay reasonable remuneration for
      all services so performed by any of them, and will not be responsible for
      any misconduct on the part of any such experts or advisers who have been
      appointed with due care by the Warrant Agent. The costs of obtaining such
      advice will be payable by the Company as part of the fees of the Warrant
      Agent.



8.4      Documents,
  Monies, etc. Held by Warrant Agent 

Any monies, securities, documents of title or other instruments
that may at any time be held by the Warrant Agent subject to the trusts hereof
may be placed in the deposit vaults of the Warrant Agent or of any Schedule I
chartered bank or deposited for safekeeping with any such bank or the Warrant
Agent. Unless herein otherwise expressly provided any monies so held, pending
the application or withdrawal thereof under any provisions of this Indenture,
may be deposited in the name of the Warrant Agent in any Schedule I chartered
bank or the Warrant Agent's deposit department, at the rate of interest (if any)
then current on similar deposits or may be deposited in such institutions or
invested in such securities as the Company may consent to. All interest or other
income received by the Warrant Agent in respect of such deposits and investments
will belong to the Company. 




- 34 - 

8.5      Actions
  by Warrant Agent to Protect Interests

Subject to the provisions of this Indenture and Applicable
Legislation, the Warrant Agent will 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
Warrantholders. 

8.6      Warrant
  Agent Not Required to Give Security

The Warrant Agent will not be required to give any bond or
security in respect of the execution of the trusts and powers of this Indenture
or otherwise. 

8.7      Protection
  of Warrant Agent

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

	 	(a) 	
      The Warrant Agent will not be liable for or by reason of
      any statements of fact or recitals in this Indenture or in the Warrants
      (except the representation contained in sections 8.9 and 8.12 or in the
      certificate of the Warrant Agent on the Warrants) or be required to verify
      the same.

	 	 	 
	 	(b) 	
      Nothing herein contained will 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.

	 	 	 
	 	(c) 	
      The Warrant Agent will not be bound to give notice to any
      person of the execution hereof.

	 	 	 
	 	(d) 	
      The Warrant Agent will not incur any liability or
      responsibility whatsoever or be in any way responsible for the consequence
      of any breach on the part of the Company of any of the covenants herein
      contained or of any acts of any directors, officers, employees, agents or
      servants of the Company.

	 	 	 
	 	(e) 	
      The Company hereby indemnifies and saves harmless the
      Warrant Agent and its officers, directors, employees or agents to, from
      and against any and all liabilities, losses, costs, claims, actions or
      demands, including reasonable legal or adviser fees and disbursements,
      whatsoever which may be brought against the Warrant Agent or which it may
      suffer or incur as a result or arising out of the performance of its
      duties and obligations under this Indenture, save only in the event of
      gross negligence or fraud of the Warrant Agent and its officers,
      directors, employees or agents. It is understood and agreed that this
      indemnification will survive the termination of this Indenture; and the
      removal or resignation of the Warrant Agent.

	 	 	 
	 	(f) 	
      Should the Warrant Agent have any inquiries with respect
      to legending procedures on the Warrant Certificates, the Warrant Agent
      shall be entitled to seek written direction from the Company or its legal
      counsel which determination shall be conclusive.



8.8      Replacement
  of Warrant Agent; Successor by Merger

	 	(a) 	
      The Warrant Agent may resign its trust and be discharged
      from all further duties and liabilities hereunder by giving to the Company
      not less than 45 days prior notice in







- 35 - 

	 		
      writing or such shorter prior notice as the Company may
      accept as sufficient. The Warrantholders by Extraordinary Resolution will
      have the power at any time to remove the existing Warrant Agent and to
      appoint a new Warrant Agent. In the event of the Warrant Agent resigning
      or being removed as aforesaid or being dissolved, becoming bankrupt, going
      into liquidation or otherwise becoming incapable of acting hereunder, the
      Company will forthwith appoint a new Warrant Agent unless a new Warrant
      Agent has already been appointed by the Warrantholders; failing such
      appointment by the Company, the retiring Warrant Agent or any
      Warrantholder may apply to a justice of the British Columbia Supreme Court
      at the Company's expense, on such notice as such justice may direct, for
      the appointment of a new Warrant Agent; but any new Warrant Agent so
      appointed by the Company or by the Court will be subject to removal as
      aforesaid by the Warrantholders. Any new Warrant Agent appointed under any
      provision of this section 8.8 will be a corporation authorized to carry on
      the business of a trust company in the Province of British Columbia and,
      if required by Applicable Legislation of any other province, in such other
      province. On any such appointment the new Warrant Agent will be vested
      with the same powers, rights, duties and responsibilities as if it had
      been originally named herein as Warrant Agent without any further
      assurance, conveyance, act or deed; but there will be immediately
      executed, at the expense of the Company, all such conveyances or other
      instruments as may, in the opinion of counsel, be necessary or advisable
      for the purpose of assuring the same to the new Warrant Agent, provided
      that any resignation or removal of the Warrant Agent and appointment of a
      successor Warrant Agent will not become effective until the successor
      Warrant Agent will have executed an appropriate instrument accepting such
      appointment and, at the request of the Company, the predecessor Warrant
      Agent, upon payment of its outstanding remuneration and expenses, will
      execute and deliver to the successor Warrant Agent an appropriate
      instrument transferring to such successor Warrant Agent all rights and
      powers of the Warrant Agent hereunder and all securities, documents of
      title and other instruments and all monies and properties held by the
      Warrant Agent hereunder.

	 	 	 
	 	(b) 	
      Upon the appointment of a successor Warrant Agent, the
      Company will promptly notify the Warrantholders thereof in the manner
      provided for in section 10.2.

	 	 	 
	 	(c) 	
      Any corporation into or with which the Warrant Agent may
      be merged or consolidated or amalgamated, or any corporation succeeding to
      the corporate trust business of the Warrant Agent, will be the successor
      to the Warrant Agent hereunder without any further act on its part or of
      any of the parties hereto, provided that such corporation would be
      eligible for appointment as a new Warrant Agent under subsection
      8.8(a).

	 	 	 
	 	(d) 	
      Any Warrants certified but not delivered by a predecessor
      Warrant Agent may be certified by the successor Warrant Agent in the name
      of the predecessor or successor Warrant Agent.



8.9      Conflict
  of Interest

	 	(a) 	
      The Warrant Agent represents to the Company that at the
      time of execution and delivery hereof no material conflict of interest
      exists in the Warrant Agent's role as a fiduciary hereunder and agrees
      that in the event of a material conflict of interest arising hereafter it
      will, within 20 days after ascertaining that it has such a material
      conflict of interest, either eliminate the same or resign its trust
      hereunder to a successor Warrant Agent approved by the Company. If any
      such material conflict of interest exists or hereafter will exist,
    the







- 36 - 

	 		
      validity and enforceability of this Indenture and the
      Warrants will not be affected in any manner whatsoever by reason
      thereof.

	 	 	 
	 	(b) 	
      Subject to subsection 8.9(a), the Warrant Agent, in its
      personal or any other capacity, may buy, lend upon and deal in securities
      of the Company and generally may contract and enter into financial
      transactions with the Company or any subsidiary of the Company without
      being liable to account for any profit made
thereby.



8.10     Acceptance of
Trusts 

The Warrant Agent hereby accepts the trusts in this Indenture
declared and provided for and agrees to perform the same upon the terms and
conditions herein set forth, and to hold all rights, interests and benefits
contained herein for and on behalf of those persons who become Warrantholders
from time to time. 

8.11     Warrant Agent
  Not to be Appointed Receiver

The Warrant Agent and any person related to the Warrant Agent
will not be appointed a receiver or receiver and manager or liquidator of all or
any part of the assets or undertaking of the Company. 

8.12     Authorization
  to Carry on Business

The Warrant Agent represents to the Company that it is duly
authorized and qualified to carry on the business of a trust company in each of
the provinces of Canada. 

8.13     Warrant Agent
  Not Responsible for Ensuring Compliance

Notwithstanding any other provision in this Indenture, the
Warrant Agent will not be responsible for ensuring compliance by the
Warrantholders with the securities laws or regulations of the United States or
any other jurisdictions. 

8.14     Compliance with
  Money Laundering Legislation

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 reasonably 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 reasonably 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 Company,
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 10 day period, then
such resignation shall not be effective. 

8.15     Third Party
  Interests

The Company 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 the Company, either (i) is not
intended to be used by or on behalf of any third party other than the
Warrantholders or (ii) is intended to be used by or on behalf of a third party,
in which case the Company agrees to complete and 




- 37 - 

execute forthwith a declaration in the Warrant Agent's
prescribed form as to the particulars of such third party. 

ARTICLE 9 
FORM OF WARRANTS 

9.1      Form of
  Warrant Certificate 

The form of Warrant Certificate referred to in subsection
2.2(a) will be substantially in the form attached hereto as Schedule "A". 

9.2      Subscription
  Form and Transfer Form for Warrant Certificate

There will be attached to the Warrant Certificates a
Subscription Form and Transfer Form. 

ARTICLE 10 
GENERAL 

10.1      Notice
  to the Company and the Warrant Agent

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

	 	 	 	 
	 		(i) 	
      if to the Company:

	 	 	 	 
	 			
      Crosshair Exploration & Mining Corp. 
Suite 1240,
      1140 West Pender Street, 
Vancouver, BC, V6E 4G1

	 	 	 	 
	 			
      Attention:       
      President 
Fax:        (604)
      681-8039

	 	 	 	 
	 			
      with a copy to:

	 	 	 	 
	 			
      Anfield Sujir Kennedy & Durno 
1600 – 609
      Granville Street 
PO Box 10068 
Vancouver, B.C. V7Y 1C3

	 	 	 	 
	 			
      Attention:        Jay
      Sujir 
Fax:        (604)
    669-3877

	 	 	 	 
	 		(ii) 	
      if to the Warrant Agent:

	 	 	 	 
	 			
      Computershare Trust Company of Canada 
3rd
      Floor, 510 Burrard Street 
Vancouver, B.C. V6C 3B9

	 	 	 	 
	 			
      Attention:       
      Manager, Corporate Trust
      
Fax:        (604)
  661-9403







- 38 - 

	 		
      and any such notice delivered in accordance with the
      foregoing will be deemed to have been received on the date of delivery if
      that date is a Business Day or the Business Day following the date of
      delivery if such date is not a Business Day or, if mailed, on the fifth
      Business Day following the date of the postmark on such notice.

	 	 	 
	 	(b) 	
      The Company or the Warrant Agent, as the case may be, may
      from time to time notify the other in the manner provided in subsection
      10.1(a) of a change of address which, from the effective date of such
      notice and until changed by like notice, will be the address of the
      Company or the Warrant Agent, as the case may be, for all purposes of this
      Indenture. A copy of any notice of change of address given pursuant to
      this subsection 10.1(b) will be available for inspection at the principal
      corporate trust offices of the Warrant Agent in the cities of Vancouver
      and Toronto by Warrantholders during normal business
  hours.



10.2    Notice to the
Warrantholders 

Any notice to the Warrantholders under the provisions of this
Indenture shall be deemed to be validly given if the notice is sent by prepaid
mail or if delivered by hand to the holders at their addresses appearing in the
register of holders. Any notice so delivered shall be deemed to have been
received on the date of delivery if that date is a Business Day or the Business
Day following the date of delivery if such date is not a Business Day.
Accidental error or omission in giving notice or accidental failure to give
notice to any Warrantholder shall not invalidate any action or proceeding
founded thereon.

If, by reason of strike, lockout or other work stoppage, actual
or threatened, involving postal employees, any notice to be given to the
Warrantholders could reasonably be considered unlikely to reach its destination,
the notice may be published or distributed once in the Report on Business
section of the national edition of The Globe and Mail newspaper, or, in
the event of a disruption in the circular of that newspaper, once in a daily
newspaper in the English language of general circulation in the cities of
Vancouver, British Columbia or Toronto, Ontario; provided that in the case of a
notice convening a meeting of the Warrantholders, the Warrant Agent may require
such additional publications of that notice, in the same or in other cities or
both, as it may deem necessary for the reasonable protection of the holders of
Warrants or to comply with any applicable requirement of law or any stock
exchange. Any notice so given shall be deemed to have been given on the day on
which it has been published in all of the cities in which publication was
required.

10.3    Mail Service
Interruption 

If by reason of any interruption of mail service, actual or
threatened, any notice to be given to the Warrant Agent or the Company would
reasonably be unlikely to reach its destination in the ordinary course of mail,
such notice will be valid and effective only if 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 transmission or other
means of prepaid transmitted or recorded communication. 

10.4    Time of the Essence

Time will be of the essence in all respects in this Indenture
and the Warrants. 

10.5    Counterparts and Formal
  Date

This Indenture may be executed in several counterparts
(including counterparts by facsimile or other means of electronic
communication), each of which when so executed will be deemed to be an original





- 39 - 

and such counterparts together will constitute one and the same
instrument and notwithstanding their date of execution will be deemed to be
dated as of the date hereof. 

10.6     Satisfaction
  and Discharge of Indenture

Upon the earlier of: (i) the date by which there will have been
delivered to the Warrant Agent for exercise or destruction in accordance with
the provisions hereof of all Warrants theretofor certified hereunder; or (ii)
the Time of Expiry, this Indenture, except to the extent that Subject Securities
and certificates therefor have not been issued and delivered hereunder or the
Company has not performed any of its obligations hereunder, will cease to be of
further effect in respect of the Company. The Warrant Agent, on written demand
of and at the cost and expense of the Company, and upon delivery to the Warrant
Agent of a certificate of the Company stating that all conditions precedent to
the satisfaction and discharge of this Indenture have been complied with and
upon payment to the Warrant Agent of the expenses, fees and other remuneration
payable to the Warrant Agent, will execute proper instruments acknowledging
satisfaction of and discharging this Indenture; provided that if the Warrant
Agent has not then performed any of its obligations hereunder any such
satisfaction and discharge of the Company's obligations hereunder will not
affect or diminish the rights of any Warrantholder or the Company against the
Warrant Agent. 

10.7     Provisions of
  Indenture and Warrants for the Sole Benefit of Parties and Warrantholders

Nothing in this Indenture or the Warrants, expressed or
implied, will give or be construed to give to any person other than the parties
hereto and the holders from time to time of the Warrants any legal or equitable
right, remedy or claim under this Indenture, or under any covenant or provision
therein contained, all such covenants and provisions being for the sole benefit
of the parties hereto and the Warrantholders. 

10.8     Inspection of
  Warrant Indenture

A copy of this Indenture will be available for inspection by
Warrantholders at the principal offices of the Warrant Agent in the cities of
Vancouver and Toronto. 

10.9     Privacy Provision

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 will take or direct any action that would contravene, or cause the other
to contravene, applicable Privacy Laws. The Company will, 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 will 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 will use commercially
reasonable efforts to ensure that its services hereunder comply with Privacy
Laws. 

10.10    Stock Exchange Consents

Any action provided for in this Indenture requiring the prior
consent of any stock exchange upon which the Common Shares or Warrants may be
listed shall not be completed until the requisite consent is obtained. 




- 40 - 

10.11    Indenture to Prevail

To the extent of any discrepancy or inconsistency between the
terms and conditions of this Indenture and the Warrant Certificate, the terms of
this Indenture will prevail. 

IN WITNESS WHEREOF the parties hereto have executed this
Indenture under the hands of their proper officers in that behalf. 

	 	CROSSHAIR EXPLORATION & 
	 	MINING CORP. 
	 	  	  
	 	  	  
	 	Per: 	“Douglas R. Brett” 
	 	 	Authorized Signatory 
	 	  	  
	 	COMPUTERSHARE TRUST 
	 	COMPANY OF CANADA 
	 	  	
	 	  	  
	 	Per: 	“Judith L. Conyette” 
	 	 	Authorized Signatory 
	 	  	  
	 	Per: 	“Gabriel Cucharme” 
	 	 	Authorized Signatory 







SCHEDULE "A" 
WARRANT CERTIFICATE 

[Legend for U.S. Persons or persons in the United States]


 

[For Warrant Certificates issued in the United States and to
"U.S. persons," as such term is defined in Regulation S under the U.S.
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 THE
LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH
SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B)
OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE
U.S. SECURITIES ACT 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 RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE,
AND 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 AFTER THE SELLER FURNISHES TO THE COMPANY
AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY
TO THE COMPANY TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE
"GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. IF,
AT ANY TIME THE COMPANY IS A "FOREIGN ISSUER" AS DEFINED IN REGULATION S UNDER
THE U.S. SECURITIES ACT, THESE SECURITIES ARE BEING SOLD IN ACCORDANCE WITH RULE
904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, A NEW CERTIFICATE BEARING NO
LEGEND, DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY," MAY BE OBTAINED FROM
THE COMPANY'S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY
EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE COMPANY AND ITS TRANSFER
AGENT, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING
MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES
ACT."] 

"THE SHARE PURCHASE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE
ON OR BEFORE 4:00 P.M. (PACIFIC TIME) ON THE 4TH DAY OF OCTOBER,
2009, AFTER WHICH TIME THE WARRANTS EVIDENCED HEREBY WILL BE DEEMED TO BE VOID
AND OF NO FURTHER FORCE OR EFFECT." 

Warrant Number: ____________

CUSIP No. <> 

ISIN No. <> 




- 2 - 


	
      ONE WARRANT AND $1.80 ARE REQUIRED TO SUBSCRIBE FOR ONE
      COMMON SHARE. 
	
       
	
      _________________WARRANTS TO PURCHASE COMMON SHARES OF
      CROSSHAIR EXPLORATION & MINING CORP. 




COMMON SHARE PURCHASE WARRANTS OF 
CROSSHAIR EXPLORATION
& MINING CORP. 
(incorporated under the laws of British Columbia)


THIS IS TO CERTIFY THAT 

[ ______________________________________________________________________________________________________
  ] 

(herein called the "holder") is entitled at any time prior to
4:00 p.m. (Pacific time) on the 4th day of October, 2009 (the "Time of
Expiry"), to acquire, subject to adjustment in certain events set forth in
the Warrant Indenture (as defined below), the number of common shares
("Common Shares") specified above of Crosshair Exploration & Mining
Corp. (the "Company"), as presently constituted, by surrendering to
Computershare Trust Company of Canada (the "Warrant Agent") at its
principal offices in the cities of Vancouver or Toronto, this Warrant
Certificate with a subscription in the form of the attached Subscription Form
duly completed and executed and accompanied by payment of $1.80 per Common
Share, subject to adjustment in certain events set forth in the Warrant
Indenture, (the "Warrant Exercise Price") by certified cheque, bank draft
or money order in lawful money of Canada payable to or to the order of the
Company at par at either of the offices of the Warrant Agent listed on the
attached Subscription Form. The holder of this Warrant Certificate may purchase
less than the number of Common Shares which he is entitled to purchase on the
exercise of the Warrants represented by this certificate, in which event a new
Warrant Certificate representing the Warrants not then exercised will be issued
to the holder. 

The Warrants may not be exercised in the United States or by
  or on behalf of a "U.S. person" (a "U.S. Person"), as such term is defined in
  Regulation S under the U.S. Securities Act of 1933, as amended (the "U.S. Securities
  Act"), unless an exemption from registration is available under the U.S. Securities
  Act and any applicable state securities laws and the Corporation has received
  an opinion of counsel to such effect in form and substance satisfactory to the
  Corporation; provided that a holder who is an institutional "accredited investor"
  that satisfies one of the criteria set forth in Rule 501(a)(1), (2), (3) or
  (7) of Regulation D under the U.S. Securities Act, at the time of exercise of
  this Warrant and that purchased units ("Units"), with each Unit comprised of
  one common share and one Warrant, in the Corporation's private placement of
  Units in the United States and to 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.

Upon acceptance hereof, the holder hereby expressly waives the
right to receive any fractional Common Shares upon the exercise hereof in full
or in part and further waives the right to receive any cash or other
consideration in lieu thereof. The Warrants represented by this certificate will
be deemed to have been surrendered, and payment of by certified cheque, bank
draft or money order will be deemed to have been made, only upon personal
delivery thereof or, if sent by post or other means of transmission, upon actual
receipt thereof by the Warrant Agent at its principal offices in the cities of
Vancouver or Toronto. 

Upon due exercise of the Warrants represented by this
certificate (including surrender of this Warrant Certificate) and payment of the
Warrant Exercise Price, the Company will cause to be issued to the person(s) in
whose name(s) the Common Shares so subscribed for are requested to be issued
(provided that if the Common Shares are to be issued to a person other than the
registered holder of this Warrant Certificate, the holder's signature on the
Subscription Form herein will be guaranteed by a Schedule I 




- 3 - 

chartered bank, by a major Canadian trust company, a medallion
signature guarantee from a member of a recognized Signature Medallion Guarantee
Program, a member of the Stock Exchanges Medallion Program (SEMP) or a member of
the New York Stock Exchange Inc. Medallion Signature Program (MSP) and the
holder will pay to the Company or the Warrant Agent all applicable transfer or
similar taxes and the Company will not be required to issue or deliver
certificates evidencing the Common Shares unless or until the holder will have
paid the Company or the Warrant Agent the amount of such tax or will have
satisfied to the satisfaction of the Company that such tax has been paid or that
no tax is due) the number of Common Shares to be issued to such person(s). Such
person(s) will become a holder in respect of such Common Shares with effect from
the date of such exercise (except as set forth in the Warrant Indenture). Upon
due exercise of the Warrants, the Warrant Agent will issue a certificate(s)
representing such Common Shares within three Business Days (as such term is
defined in the Warrant Indenture) after due exercise of the Warrants represented
by this certificate.

Each Warrant will entitle the holder thereof to purchase one
Common Share at the Warrant Exercise Price at any time prior to Time of Expiry,
subject to adjustment in certain events.

This Warrant Certificate represents Warrants issued under the
provisions of a warrant indenture (which indenture together with all other
instruments supplemental or ancillary thereto is herein referred to as the
"Warrant Indenture") dated as of April 4, 2008 between the Company and
the Warrant Agent which contains particulars of the rights of the holders of the
Warrants and the Company and of the Warrant Agent in respect thereof and the
terms and conditions upon which the Warrants are issued and held, all to the
same effect as if the provisions of the Warrant Indenture were herein set forth,
to all of which the holder of this Warrant Certificate by acceptance hereof
assents. Capitalized terms used but not defined in this Warrant Certificate
shall have the meanings ascribed thereto in the Warrant Indenture. In the event
of any conflict between the provisions of this Warrant Certificate and the
Warrant Indenture, the provisions of the Warrant Indenture will govern. A copy
of the Warrant Indenture will be available for inspection at the principal
offices of the Warrant Agent in the cities of Vancouver and Toronto. 

The Warrant Indenture provides for adjustments to the right of
subscription, including the number and class of securities to be delivered upon
exercise of the right of purchase hereby granted, and to the exercise price in
certain events therein set forth.

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 Warrantholders entitled to acquire upon the exercise of the
Warrants a specified percentage of the Common Shares.

The Warrants and the Warrant Indenture will be governed by and
performed, construed and enforced in accordance with the laws of the Province of
British Columbia, Canada and will be treated in all respects as British Columbia
contracts. Time will be of the essence hereof and of the Warrant Indenture.

The holding of Warrants evidenced by this Warrant Certificate
shall not constitute the holder hereof a shareholder of the Company or entitle
the holder to any right or interest in respect thereof except as expressly
provided in the Warrant Indenture and in this Warrant Certificate. 

The Company may from time to time at any time prior to the Time
of Expiry purchase any of the Warrants in the market, by private agreement or
otherwise on such terms and conditions and at such price as the Company may in
its sole discretion determine, subject to compliance with applicable law. Any
Warrants so purchased will be cancelled. 




- 4 - 

This Warrant Certificate will not be valid for any purpose
until it has been certified by or on behalf of the Warrant Agent for the time
being under the Warrant Indenture. 

The Warrants evidenced by this Warrant Certificate are freely
tradeable and may be transferred on the register kept by the Warrant Agent upon
compliance with the conditions prescribed in this Warrant Certificate, the
attached Transfer Form and the Warrant Indenture and upon compliance with such
reasonable requirements as the Warrant Agent may prescribe. 

IN WITNESS WHEREOF the Company has caused this Warrant
Certificate to be signed by its duly authorized officer as of April 4, 2008.

CROSSHAIR EXPLORATION & MINING CORP. 

 

Per:   
____________________________________________________
          
Authorized Signatory 

This Warrant Certificate represents Warrants referred to in the
Warrant Indenture within mentioned.

COMPUTERSHARE TRUST COMPANY OF CANADA 

 

Per:   
____________________________________________________
          
Authorized Signatory 




SUBSCRIPTION FORM 

	TO: 	  	  
	  	  	  
	CROSSHAIR EXPLORATION & MINING CORP. 	OR: 	CROSSHAIR EXPLORATION & MINING CORP. 
	c/o Computershare Trust Company of Canada 		c/o Computershare Trust Company of Canada

	2nd Floor, 510 Burrard Street 	  	9th Floor, 100 University Avenue
  
	Vancouver, BC 	  	Toronto, Ontario 
	V6C 3B9 	  	M5J 2Y1 
	  	  	  
	Attention: Securities Flow 	  	Attention: Securities Flow 


The undersigned holder of Warrants hereby irrevocably
subscribes for ____________ Common Shares of Crosshair Exploration & Mining
Corp. pursuant to, and at the Warrant Exercise Price referred to in, the
attached Warrant Certificate on the terms and conditions set forth in such
certificate and the Warrant Indenture and encloses herewith a certified cheque,
bank draft or money order payable at par in the cities of Vancouver or Toronto
to the order of the Company in payment in full of the subscription price of the
Common Shares hereby subscribed for. 

The undersigned represents, warrants and certifies as follows
(only one of the following must be checked): 

A. [   ]  The undersigned holder (a) at the time
of exercise of these Warrants is not in the United States or exercising the
Warrants on behalf of a person in the United States, (b) is not a "U.S. person"
(a "U.S. Person"), as such term is defined in Regulation S under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act"), and is not
exercising such securities on behalf of a U.S. Person, and (c) did not execute
or deliver this Subscription Form in the United States; or 

B. [   ]  The undersigned holder (a) acquired
the Warrants directly from the Corporation pursuant to a written subscription
agreement for the purchase of units (the "Units"), with each Unit comprised of
one Common Share and one Warrant; (b) is exercising the Warrants solely for its
own account; and (c) was an institutional "accredited investor" that satisfies
one of the criteria of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
U.S. Securities Act, both on the date the Units were purchased from the
Corporation and on the date of the exercise of the Warrants; or 

C. [   ]  The undersigned holder has delivered
to the Corporation a written 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 for the issuance of the Common Shares. 

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. 




- 2 - 

Unless otherwise permitted by the Corporation, certificates
representing Common Shares will not be registered or delivered to an address in
the United States unless Box B or C above is checked. 

If Box C 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. 

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


  	

        NAME(S) IN FULL 	

        ADDRESS(ES) 	NUMBER OF 

        WARRANTS 
	 	 

        
	 
	 	

         	 
	 	

         	 
	 	

         	 
	 	

         	 




(Please print. If securities are issued to a person other than
the registered holder of the Warrant Certificate, the holder must pay to the
Warrant Agent all exigible taxes or other government charges and the signature
of the holder must be guaranteed by a Schedule I chartered bank, a major
Canadian trust company, a medallion signature guarantee from a member of a
recognized Signature Medallion Guarantee Program, a member of the Stock
Exchanges Medallion Program or a member of the New York Stock Exchange Inc.
Medallion Signature Program).

DATED the ____ day of ____________, ____.

[   ]  Please check this box if the securities
are to be delivered at the office where these Warrants are surrendered, failing
which the securities will be mailed. 

Dated: ______________________________________________

	 	 	 
	Signature Guaranteed 	 	(Signature of Warrantholder) 
	 	 	 
	 	 	 
	  	 	Print Name: 
	 	 	 
	 	 	 
	  	 	Address 






TRANSFER FORM 

	TO: 	  	  
	  	  	  
	CROSSHAIR EXPLORATION & MINING CORP. 	OR: 	CROSSHAIR EXPLORATION & MINING CORP. 
	c/o Computershare Trust Company of Canada 		c/o Computershare Trust Company of Canada

	2nd Floor, 510 Burrard Street 	  	9th Floor, 100 University Avenue
  
	Vancouver, BC 	  	Toronto, Ontario 
	V6C 3B9 	  	M5J 2Y1 
	  	  	  
	Attention: Securities Flow 	  	Attention: Securities Flow




	
      For value received, the undersigned holder of Warrants
      hereby irrevocably sells, assigns and transfers unto the following
      transferees ___________________ Warrants of Crosshair Exploration &
      Mining Corp. represented by the attached Warrant Certificate:
  





	
NAME(S) IN FULL 	
ADDRESS(ES) 	NUMBER OF 
WARRANTS 
	 	 

        
	 
	 	
 	 
	 	
 	 
	 	
 	 
	 	
 	 



The undersigned hereby directs that the said Warrants be
registered as follows (if different from above): 


	
NAME(S) IN FULL 	
ADDRESS(ES) 	NUMBER OF 
WARRANTS 
	 	 

        
	 
	 	
 	 
	 	
 	 
	 	
 	 
	 	
 	 



[   ]  Please check this box if the securities
are to be delivered at the office where these Warrants are surrendered, failing
which the securities will be mailed. 




- 2 - 

	Dated: ________________________	 	  
	 	 	 
	 	 	 
	Signature Guaranteed 	 	Signature of Warrantholder 


Instructions: 

	 	1. 	
      The signature of the Warrantholder must be guaranteed by
      a Schedule I chartered bank, a major Canadian trust company, a medallion
      signature guarantee from a member of a recognized Signature Medallion
      Guarantee Program, a member of the Stock Exchanges Medallion Program or a
      member of the New York Stock Exchange Inc. Medallion Signature
    Program.

	 	 	 
	 	2. 	
      The signature of the Warrantholder must be the signature
      of the person appearing on the face of the Warrant Certificate in every
      particular without alteration or enlargement or any change
  whatever.

	 	 	 
	 	3. 	
      If the Transfer Form is signed by an executor,
      administrator, attorney or other legal representative, the Warrant
      Certificate must be accompanied by evidence of authority to sign
      satisfactory to the Warrant Agent with signatures guaranteed in accordance
      with instruction 1 above.







SCHEDULE "B"
FORM OF DECLARATION FOR REMOVAL OF
LEGEND 

	To: 	Computershare Trust Company of
      Canada 
	 	as registrar and
      transfer agent 
	  	for Common Shares and Warrants of
    
	  	Crosshair Exploration &
      Mining Corp. 


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

 

	Dated: _________________________________________	By:
      ___________________________________________________
	 	 
	  	Name:
      _________________________________________________
	 	 
	  	Title:
      __________________________________________________