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
faculties 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 NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS, AND THE
SECURITIES REPRESENTED HEREBY MAY BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B)
OUTSIDE THE UNITED STATES IN ACCORDANCE WITH
RULE 904 OF REGULATION SUNDER THE U.S. SECURITIES ACT, (C) PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES
ACT PROVIDED BY RULE 144 OR 144A UNDER THE U.S. SECURITIES ACT, IF APPLICABLE, AND IN COMPLIANCE WITH APPLICABLE
U.S. STATE SECURITIES LAWS, OR (D) WITH THE PRIOR WRITTEN CONSENT OF THE
CORPORATION (WHICH WILL BE DELIVERED PROMPTLY AND WILL NOT BE UNREASONABLY
WITHHELD, BUT WHICH MAY BE CONDITIONAL ON DELIVERY OF A LEGAL OPINION IN FORM AND
SUBSTANCE SATISFACTORY TO THE CORPORATION), PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE
PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT
“GOOD DELIVERY” OF THE SECURITIES
REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE.”


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

PROVINCE OF BRITISH COLUMBIA, ON May 7, 2011


WARRANTS
TO PURCHASE COMMON SHARES OF


SYRACUSE
CAPITAL CORP.


 (incorporated
under the Business Corporations Act, British Columbia)


	
  

 	
  

 
	
 No. WCQTPP-

 	
 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, 2009at any time up to 4:00
p.m. (local time) in the City of Vancouver, Province of British Columbia
on May 7, 2011, (the “Expiry Date”)
at and for a price of $0.75 per share, of lawful money of Canada,
upon and subject to the terms and conditions referred to in this Warrant Certificate and the Subscription Agreement
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 3BS.


          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 $0.75
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. Subject
to Section 5, the rights evidenced by this warrant expire at 4:00 p.m. local
time in Vancouver, British Columbia, on the Expiry Date.


5. Notwithstanding
Section 4 above, in the event that the closing price of the Corporation’s
shares on the TSX Venture Exchange exceeds $1.50 per share for a period of 20
consecutive trading days, at the Corporation’s election, the 24 month period
within which this warrant is exercisable will be reduced and the Holder of this
warrant will be entitled to exercise this warrant for a period (the “Exercise Period”) of 30 days commencing on
the date the Corporation mails notice of the commencement of the Exercise
Period to the Purchaser of the Units of which this warrant formed a part, and
this Warrant will thereafter expire at 4:00 p.m. (Vancouver time) on the last
day of the 30 day exercise period referenced above.


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


7. If
this warrant or the purchase price is 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.


8. 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)


	
  

 	
  

 
	
 □

 	
 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.

 
	
  

 	
  

 
	
 □

 	
 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

 
	
  

 	
  

 
	
 □

 	
 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