UNITED STATES


 “Unless permitted under securities legislation, the holder
of the securities shall not trade the securities before September 9, 2009.”


 “Without prior written approval of the TSX Venture Exchange
and compliance with all applicable securities legislation, the securities
represented by this certificate may not be sold, transferred, hypothecated or otherwise traded on or through the
facilities of the TSX Venture Exchange or otherwise in Canada or to or
for the benefit of a Canadian resident before September 9, 2009.”


“The
securities represented hereby have been acquired for investment, and have not
been and will not be registered under the United States Securities Act of 1933,
as amended (the “U.S. Securities Act”),
or state securities laws, but have been issued or transferred pursuant to an
exemption from the registration requirements of the U.S. Securities Act. The
holder hereof, by purchasing such securities, agrees for the benefit of the Issuer that such securities may be
offered, sold, pledged or otherwise transferred only (a) to the Issuer, (b)
outside the United States in accordance with Rule 904 of Regulation Sunder the U.S. Securities Act if
applicable, (c) inside the United States (1) pursuant to the exemption from the registration requirements
Sunder the U.S. Securities Act provided by Rule 144 thereunder, if available,
and in accordance with applicable State securities laws, or (2) in a
transaction that does not require
registration under the U.S. Securities Act or any applicable State laws and regulations governing the offer and sale of
securities, and the holder has prior to such sale furnished to the Issuer an
opinion of counsel or other evidence of exemption in form and substance
reasonably satisfactory to the Issuer. Provided that if the Issuer is a
“foreign issuer” as that term is defined by Regulation S of the U.S. Securities Act at the time of sale, a new
certificate bearing no restrictive legend, delivery of which will constitute
“Good Delivery” may be obtained form the transfer agent, upon delivery of this certificate and a duly
executed declaration, in form satisfactory to the Issuer and its transfer agent, to the effect that the sale
of the securities represented hereby is being made in compliance with
Rule 904 of Regulation Sunder the U.S. Securities Act.”


VOID AFTER 4:00 PM (VANCOUVER TIME) IN THE CITY OF
VANCOUVER,

PROVINCE OF BRITISH COLUMBIA, ON MAY
7, 2014


WARRANTS TO PURCHASE COMMON SHARES OF


SYRACUSE CAPITAL CORP.


 (incorporated under the Business Corporations Act,
British Columbia)


	
  

 	
  

 
	
 No. WCAQ-

 	
 WARRANTS

 
	
  

 	
 NOTE:
 One Warrant is Required

 
	
  

 	
 to
 purchase one common share.

 


THIS IS TO CERTIFY THAT for value received the holder, (the “Holder”), of this certificate (the “Warrant Certificate”) is entitled to purchase one fully paid and
non-assessable common share Syracuse Capital Corp. (herein called the “Corporation”) for each Warrant represented hereby, as such
shares were constituted on May 8,
2009 at any time up to 4:00 p.m. (local time) in the City of Vancouver, Province of British Columbia on May 7, 2014, (the
“Expiry Date”) at and for a price
of $0.40 per share, of lawful money of Canada, upon and
subject to the terms and conditions referred to in this Warrant Certificate and the Acquisition Agreement
dated March 26, 2009 entered into between the Corporation and the
Holder.


          These
Warrants are non-transferable.






          The
Warrants may be exercised only at the offices of the Corporation’s transfer
agent, Computershare Trust Company of Canada at 2nd Floor, 510
Burrard Street, Vancouver, B.C.,V6C 3B8.


          IN
WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be executed.


SYRACUSE CAPITAL CORP.


	
  

 	
  

 	
  

 	
  

 
	
 Per:

 	
 

 	
 C/S

 
	
  

 	 

 	
  

 	
  

 
	
  

 	
 Director

 	
  

 










TERMS, CONDITIONS AND
INSTRUCTIONS


1. The holder of this warrant may subscribe for the number
of shares of the Corporation indicated on the face hereof.


2. For each share purchased pursuant to this warrant on or
before the Expiry Date, payment must be made in the amount of $0.40 per share. All payments must be made in Canadian Funds, in
cash or by certified cheque, bank draft or money order payable, at par, in
Vancouver, British Columbia. If payment is made by way of an uncertified cheque, the
Corporation reserves the right to deem that the payment has not been received
until the cheque has cleared the account upon which it has been drawn.


3. To
exercise the rights evidenced by this warrant, this warrant with the following
Warrant Exercise Form completed, must be
delivered or mailed to and received by the offices of the Corporation’s transfer agent, Computershare Trust Company of
Canada at 2nd Floor, 510 Burrard Street, Vancouver, British
Columbia, V6C 3B8.


4. The
rights evidenced by this warrant expire at 4:00 p.m. local time in Vancouver,
British Columbia, on the Expiry Date.


5. The rights evidenced by this warrant may not be
transferred.


6. If this warrant or the purchase price are forwarded by
mail it is suggested that registered mail be used as the Corporation will not be responsible
for any losses which occur through the use of mails.


7. The rights evidenced by this warrant are to purchase
common shares in the capital stock of the Corporation as they were constituted on May 8,
2009 If there shall, prior to the exercise of any of the rights evidenced hereby,
be any reorganization of the authorized capital of the Corporation by way of consolidation, merger,
sub-division, amalgamation or otherwise, or the payment of any stock dividends,
then there
shall automatically be an adjustment in either or both the number of shares of
the Corporation which may be purchased pursuant hereto or the price at which such
shares may be purchased, by corresponding amounts, so that the right evidenced hereby
shall thereafter be as reasonably as possible equivalent to those originally granted hereby. The
Corporation shall have the sole and exclusive power to make adjustments as it considers necessary
and desirable.






APPENDIX 1

WARRANT EXERCISE FORM


TO: SYRACUSE CAPITAL
CORP.


The undersigned hereby exercises the right to purchase
___________ Common Shares of SYRACUSE CAPITAL CORP. (the “Corporation”)
(or such number of other securities or property to which such Warrants (the “Warrants”) entitle the undersigned in lieu thereof or in
addition thereto under the provisions of the Warrant Certificate for the time being
governing the holding of the Warrants in the Corporation) in accordance with
and subject to the provisions of such Warrant Certificate which may be
obtained, free of charge, from the Corporation
at Suite 2080-777 Hornby Street, Vancouver, British Columbia, V6Z 1S4.


The Common Shares (or other securities or property) are
to be issued as follows:


Name:
_________________________________________________________________________________________


Address in full: _____________________________________________________________________________________


______________________________________________________________________________________________


Number of Common Shares: ____________________________________________________________________________


Note: If further nominees intended, please attach (and
initial) a schedule giving these particulars.


 (CHECK ONE)


	
  

 	
  

 
	
 o

 	
 The
 undersigned hereby represents and warrants to the Corporation that at the
 time of exercise the undersigned is not a
 U.S. person or a person within the United States (as such terms are defined
 in Regulation Sunder the Securities
 Act of 1933 (the “U.S. Securities Act”)
 and the Warrant is not being exercised on behalf of a U.S. person or
 any person with the United States.

 
	
  

 	
  

 
	
 o

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

 
	
  

 	
  

 
	
 o

 	
 The
 undersigned does not make the representation set forth above and the
 undersigned hereby represents, warrants
 and agrees that: (i) the undersigned will not offer or sell the Common Shares
 except pursuant to registration
 under the U.S. Securities Act or in accordance with an exemption from registration thereunder or in compliance with
 Regulation Sunder the U.S. Securities Act; and (ii) the certificates
 representing the Common Shares subscribed for may have endorsed thereon a
 legend to such effect.

 


DATED
this ____ day of ________,20__.


	
  

 	
  

 	
  

 	
  

 
	 

 	
  

 	 

 	
  

 
	
 Signature Guaranteed

 	
  

 	
 (Signature of Warrant
 Holder)

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Print full name

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
  



 

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Print full address

 	
  

 










Instructions.


	
  

 	
  

 
	
 1.

 	
 The
 registered holder may exercise his/her right to receive Common Shares by
 enclosing payment by way of cash, a certified cheque, bank draft or
 money order in lawful money of Canada, payable
 to the order Syracuse Capital Corp. and by completing this form and
 surrendering this form and the original Warrant Certificate representing the
 Warrants being exercised to the Corporation’s
 transfer agent, Computershare Trust Company of Canada at 2nd
 Floor, 510 Burrard Street, Vancouver, B.C., V6C 3B8. Certificates for
 Common Shares will be made available for pick
 up or mailed by registered mail within five business days after the exercise
 of the Warrant.

 
	
  

 	
  

 
	
 2.

 	
 If
 the Exercise Form indicates that Common Shares are to be issued to a person
 or persons other than the registered holder of the Warrant Certificate, the
 signature of such holder of the Exercise Form must be guaranteed by an
 authorized officer of a chartered bank, trust company or medallion guaranteed
 by an investment dealer who is a member of a recognized stock exchange.

 
	
  

 	
  

 
	
 3.

 	
 If the Exercise Form is
 signed by a trustee, executor, administrator, curator, attorney, officer of a
 corporation or any person acting in a judiciary or representative capacity,
 the certificate must be accompanied by
 evidence of authority to sign satisfactory to the Corporation