Unassociated Document


    EXHIBIT
10.2

     

     

    
      Form of
Warrant Certificate

      
        
          

        

      

      


    

    Unless
permitted under securities legislation, the holder of this security must not
trade the security before
[                 ].

     

    Without
prior written approval of the TSX 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 or otherwise in Canada or to or for the benefit of a Canadian resident
until
[                 ].

     

    THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT (A) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN
REGULATION D UNDER THE SECURITIES ACT); OR (B) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION
S ADOPTED UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT RESELL OR
OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON SHARES ISSUABLE
UPON EXERCISE OF SUCH SECURITY, EXCEPT (A) TO THE ISSUER OR A SUBSIDIARY
THEREOF; (B) TO PERSONS OTHER THAN U.S. PERSONS OUTSIDE THE UNITED STATES IN
COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (C) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 ADOPTED UNDER THE SECURITIES
ACT OR ANOTHER AVAILABLE EXEMPTION UNDER THE SECURITIES ACT; OR (D) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (3) AGREES
THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY, FURNISH TO THE ISSUER SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


     

    THIS
WARRANT HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT. THE
SECURITIES TO BE ISSUED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT.  THIS WARRANT MAY NOT BE EXERCISED BY OR ON
BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

     

    AS
USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON”
HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. IN ANY
CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING
TRANSACTION WITH REGARD TO THIS SECURITY OR ANY COMMON SHARES ISSUABLE UPON
EXERCISE OF SUCH SECURITY, EXCEPT AS PERMITTED BY THE SECURITIES
ACT.

     

    This
warrant certificate is void if not exercised on or before 5:00 p.m. (Toronto
time) on December       , 2010.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WARRANT
CERTIFICATE

     

    APOLLO
GOLD CORPORATION

    (Incorporated
under the laws of Yukon Territory, Canada)

     

    
      	WARRANT 	
                «No_of_Units»
      WARRANTS  

            
	CERTIFICATE
      NO. «Certificate_No»	 


    

     

                                                                     

    THIS IS
TO CERTIFY THAT FOR VALUE RECEIVED

    [                                       ]

     

    (hereinafter
referred to as the "holder" or the "Warrantholder") is entitled to acquire, for
each Warrant represented hereby, in the manner and subject to the restrictions
and adjustments set forth herein, at any time and from time to time from December ___, 2008 (the "Issue Date") until 5:00
p.m. (Toronto time) on December ___, 2012,
at a price of Cdn$· per share, one fully paid
and non assessable common share ("Common Share") of Apollo Gold Corporation (the
"Corporation"), subject to adjustment as herein provided.

     

    This
Warrant may only be exercised at the registered office of the Corporation
located at 5655 South Yosemite Street, Suite 200, Greenwood Village, Colorado
80111-3220, United States of America Attention:  R. David Russell, or
such other office as the Corporation may advise the holder in
writing.  This Warrant is issued subject to the terms and conditions
appended hereto as Schedule "A".

     

    IN
WITNESS WHEREOF, the Corporation has caused this Warrant to be executed by a
duly authorized signing officer.

     

    DATED for
reference this • day of
[                  ].

     

    APOLLO
GOLD CORPORATION

     

     

    Per:                                                              

     

    (See
terms and conditions attached hereto)

     

    
      SCHEDULE
"A"

       

      TERMS
AND CONDITIONS FOR WARRANT

       

      ARTICLE
1

       

      INTERPRETATION

       

      
        	
                1.1 

              	
                Definitions

              


      

       

      In these
Terms and Conditions, unless there is something in the subject matter or context
inconsistent therewith:

       

      
        	
                 
      

              	
                (a)

              	
                "Common Shares" means
      the common shares in the capital of the Corporation as constituted on the
      Issue Date provided that in the event of an adjustment of the subscription
      rights pursuant to Article 4 then "Common Shares" shall thereafter mean
      the shares or other securities or properties purchasable upon exercise of
      the Warrants as a result of any such
adjustment;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                "Corporation" means
      Apollo Gold Corporation until a successor corporation shall have become
      such in the manner prescribed in Article 6, and thereafter "Corporation"
      shall mean such successor
corporation;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (c)

              	
                "Corporation's Auditors"
      means an independent firm of accountants duly appointed as auditors of the
      Corporation;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Credit Agreement means
      Facility Agreement dated
      [             ]
      between the Corporation, RMB Australia Holdings Limited, Macquarie Bank
      Limited and RMB Resources Inc..

              


      

       

      
        	
                 
      

              	
                (e)

              	
                "Current
      Market Price" means at any date the price
      per share equal to the volume weighted average trading price of the Common
      Shares on the Toronto Stock Exchange (the “TSX”) or, if the Common Shares
      are not then listed on the TSX, on the NYSE Alternext U.S. Exchange,
      formerly known as the American Stock Exchange or, if the Common Shares are
      not then listed on any stock exchange, in the over-the-counter market,
      during the period of any twenty consecutive trading days ending not more
      than five (5) business days before such date; provided that the volume
      weighted average trading price shall be determined by dividing the
      aggregate volume weighted average trading price of all Common Shares
      traded on the said exchange or market, as the case may be, during the said
      twenty consecutive trading days by the total number of Common Shares so
      traded during such period; and provided further that if the Common Shares
      are not then listed on any Canadian or United States stock exchange or
      traded in the over-the counter market, then the Current Market Price shall
      be determined by the directors of the
  Corporation;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                "Dividends
      Paid in the Ordinary Course" means cash dividends declared payable on the
      Common Shares in any fiscal year which, in the aggregate, do not exceed
      the sum of (i) 100% of the retained
      earnings of the Corporation as at the end of its immediately preceding
      fiscal year and (ii) 100% of the
      aggregate consolidated net income of the Corporation, before extraordinary
      items, for its immediately preceding fiscal
  year;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                "Exchange"
      means the Toronto Stock Exchange or, if the
      Common Shares are not at the applicable time listed on the Toronto Stock
      Exchange, the NYSE Alternext U.S. Exchange (formerly known as the American
      Stock Exchange), or, if the Common Shares are not then listed on any stock
      exchange, on such other stock exchange(s) or over the counter
      quotation system on which the Common Shares are listed and/or posted for
      trading;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                "Exercise Price" means
      the price of Cdn$• per Common
Share;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                "Expiry
      Date" means   December ___,
      2012;

              


      

       

      
        	
                 
      

              	
                (j)

              	
                "Expiry
      Time" means 5:00 p.m. (Toronto time) on the Expiry Date, unless the Expiry
      Time occurs on a day that is a Saturday, Sunday or civic or statutory
      holiday in Toronto, in which case the Expiry Time means 5:00 p.m. (Toronto
      time) on the next day succeeding the Expiry Date that is not a Saturday,
      Sunday or civic or statutory holiday in
Toronto;

              


      

       

      
        	
                 
      

              	
                (k)

              	
                "herein",
      "hereby" and similar expressions refer to these Terms and Conditions as
      the same may be amended or modified from time to time; and the expression
      "Article" and "Section" followed by a number refer to the specified
      Article or Section of these Terms and
  Conditions;

              


      

       

      
        	
                 
      

              	
                (l)

              	
                "Issue
      Date" means December ___,
      2008;

              


      

       

      
        	
                 
      

              	
                (m)

              	
                "person" means an
      individual, corporation, partnership, trustee or any unincorporated
      organization and words importing persons have a similar
      meaning;

              


      

       

      
        	
                 
      

              	
                (n)

              	
                "Warrant" means the
      warrant to acquire Common Shares evidenced by the Warrant Certificate;
      and

              


      

       

      
        	
                 
      

              	
                (o)

              	
                "Warrant Certificate"
      means the certificate to which these Terms and Conditions are
      attached.

              


      

       

      
        	
                1.2 

              	
                Gender

              


      

       

      Words
importing the singular number include the plural and vice versa and words
importing the masculine gender include the feminine and neuter
genders.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                1.3 

              	
                Interpretation
      Not Affected by Headings

              


      

       

      The
division of these Terms and Conditions into Articles, Sections and subsections
and the insertion of headings are for convenience of reference only and shall
not affect the construction of interpretation thereof.

       

       

      ARTICLE
2

       

      ISSUE
OF WARRANT

       

      
        	
                2.1 

              	
                Issue
      of Warrants

              


      

       

      That
number of Warrants set out on the Warrant Certificate are hereby created and
authorized to be issued.

       

      
        	
                2.2 

              	
                Additional
      Warrants

              


      

       

      Subject
to any other written agreement between the Corporation and the Warrantholders,
the Corporation may at any time and from time to time undertake further equity
or debt financing and may issue additional Common Shares, warrants or grant
options or similar rights to purchase Common Shares at any time and to any
person.

       

      
        	
                2.3 

              	
                Issue
      in Substitution for Lost Warrants

              


      

       

      If the
Warrant Certificate becomes mutilated, lost, destroyed or stolen:

       

       

      
        	
                 
      

              	
                (a)

              	
                the
      Corporation shall, subject to subsection 2.3(b) hereof, issue and deliver
      a new Warrant Certificate of like date and tenor as the one mutilated,
      lost, destroyed or stolen, in exchange for and in place of and upon
      cancellation of such mutilated, lost, destroyed or stolen Warrant
      Certificate; and

              


      

       

       

      
        	
                 
      

              	
                (b)

              	
                the
      holder shall bear the cost of the issue of a new Warrant Certificate
      hereunder and in the case of the loss, destruction or theft of the Warrant
      Certificate, shall, as a condition precedent to the issuance of a new
      Warrant Certificate, furnish to the Corporation such evidence of loss,
      destruction, or theft as shall be satisfactory to the Corporation in its
      discretion and, if required by the Corporation, an indemnity in an amount
      and form satisfactory to the Corporation, in its discretion, and shall pay
      the reasonable charges of the Corporation in connection
      therewith.

              


      

       

      
        	
                2.4 

              	
                Issue
      for Transferred Warrants

              


      

       

      In the
event of a transfer or assignment of this Warrant Certificate, or the Warrants
represented hereby, the Corporation shall, at the expense of the Corporation,
issue a new Warrant Certificate to the transferee or assignee of the Warrant
Certificate or Warrants, on receipt by the Corporation of this Warrant
Certificate, together with appropriate documentation evidencing the transfer or
assignment. The Corporation's obligation under this Section 2.4 shall be
conditioned on compliance with applicable securities laws, which determination
shall be in the discretion of the Corporation.  The Corporation may
require as a condition to such transfer the delivery of legal opinions and
certificates supporting such compliance.

       

      
        	
                2.5 

              	
                Warrantholders
      Not Shareholders

              


      

       

      The
Warrant shall not constitute the holder a shareholder of the Corporation, nor
entitle it to any right or interest in respect thereof except as may be
expressly provided in the Warrant.  The Corporation may deem and treat
the holder of the Warrant as the absolute owner thereof for all purposes and the
Corporation shall not be affected by any notice to the contrary.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
3

       

      EXERCISE
OF THE WARRANT

       

      
        	
                3.1 

              	
                Method
      of Exercise of The Warrant

              


      

       

      The right
to purchase Common Shares conferred by the Warrant Certificate may be exercised,
at any time and from time to time prior to the Expiry Time, in whole or in part,
by the holder surrendering the Warrant Certificate, with a duly completed and
executed exercise form substantially in the form attached hereto as Schedule "B"
and cash or a certified cheque payable to or to the order of the Corporation
representing the purchase price applicable at the time of surrender in respect
of the Common Shares subscribed for in lawful money of Canada, to the
Corporation.

       

      
        	
                3.2 

              	
                Effect
      of Exercise of the Warrant

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Upon
      surrender and payment pursuant to Section 3.1 the Common Shares so
      subscribed for shall be issued as fully paid and non-assessable shares,
      free from all liens, charges and encumbrances and the holder shall become
      the holder of record of such Common Shares on the date of such surrender
      and payment;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Within
      three (3) business days after surrender and payment as aforesaid, the
      Corporation shall forthwith cause the issuance of and make available for
      pick up or, at the request of the Holder, mail to the holder, a
      certificate for the Common Shares purchased as aforesaid;
    and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Notwithstanding
      anything herein contained including any adjustment provided for in Article
      4, the Corporation shall not be required, upon the exercise of any
      Warrants, to issue fractions of Common Shares or to distribute
      certificates which evidence fractional Common Shares.  In lieu
      of fractional Common Shares, there shall be paid to the holder by the
      Corporation upon surrender of Warrant Certificate(s) for exercise of
      Warrants pursuant to Section 3.1 within ten (10) business days after the
      exercise date, an amount in lawful money of Canada equal to the then
      current market value of such fractional interest computed on the basis of
      the closing price of the Common Shares on the Exchange (or if the Common
      Shares are not then listed on any stock exchange, then the market value of
      the Common Shares as determined by the board of directors of the
      Corporation, acting reasonably and in accordance with applicable
      accounting and security valuation principles), provided that the
      Corporation shall not be required to make any payment, calculated as
      aforesaid, that is less than
Cdn$5.00.

              


      

       

      
        	
                3.3 

              	
                Subscription
      for Less than Entitlement

              


      

       

      The
holder may subscribe for and purchase a number of Common Shares less than the
number which it is entitled to purchase pursuant to the surrendered Warrant
Certificate.  In the event of any purchase of a number of Common
Shares less than the number which can be purchased pursuant to the Warrant
Certificate, the holder shall be entitled to the return of the Warrant
Certificate with a notation on the grid attached hereto as Schedule "C" showing
the balance of the Common Shares which it is entitled to purchase pursuant to
the Warrant Certificate which were not then purchased or, alternatively, at the
option of the Corporation, the Warrant Certificate shall be cancelled and a new
Warrant Certificate issued reflecting the balance of the Common Shares entitled
to be purchased.

       

      
        	
                3.4 

              	
                U.S.
      Non-Registration

              


      

       

      This
Warrant and the Common Shares issuable upon exercise hereof have not been
registered under the United States Securities Act of 1933 (the “Securities Act”)
or the securities laws of any state of the United States and the Warrant may not
be exercised, and the Common Shares may not be issued, within the United States
or by or on behalf of, or to, any person in the United States unless registered
under the Securities Act and the securities laws of all applicable states of the
United States or an exemption from such registration requirements is
available.  “United States” is as defined by Regulation S under the
Securities Act.  Other defined terms used herein without definition
have the meanings given to such terms in this certificate.

       

      
        	
                3.5 

              	
                Expiration
      of the Warrant

              


      

       

      After the
Expiry Time all rights hereunder shall wholly cease and terminate and the
Warrant represented hereby shall be void and of no effect.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
4

       

      ADJUSTMENTS

       

      
        	
                4.1 

              	
                Adjustments

              


      

       

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

       

       

      
        	
                 
      

              	
                (a)

              	
                If
      and whenever after the date hereof and at any time prior to the Expiry
      Time, the Corporation shall:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                subdivide
      the outstanding Common Shares into a greater number of Common
      Shares;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                consolidate
      the outstanding Common Shares into a lesser number of Common
      Shares;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                issue
      Common Shares (or securities convertible into Common Shares) to all or
      substantially all of the holders of outstanding Common Shares by way of a
      stock dividend or other distribution of Common Shares or securities
      convertible into Common Shares (other than Dividends Paid in the Ordinary
      Course);

              


      

       

      the
Exercise Price in effect on the effective date of such subdivision or
consolidation, or on the record date of such stock dividend, as the case may be,
shall be adjusted to equal the price determined by multiplying the Exercise
Price in effect immediately prior to such effective date or record date by a
fraction of which the numerator shall be the total number of Common Shares
outstanding immediately prior to such date and the denominator shall be the
total number of Common Shares immediately after such date.  Such
adjustment shall be made successively whenever any event referred to in this
subsection (a) shall occur, and any such issue of Common Shares by way of a
stock dividend shall be deemed to have been made on the record date for the
stock dividend for the purpose of calculating the number of outstanding Common
Shares under subsections (b) and (c) of this Section.

       

      Upon any
adjustment of the Exercise Price pursuant to this subsection (a), the number of
Common Shares subject to the right of purchase under each Warrant not previously
exercised shall be contemporaneously adjusted by multiplying the number of
Common Shares which theretofore may have been purchased under such Warrant by a
fraction of which the numerator shall be the respective Exercise Price in effect
immediately prior to such adjustment and the denominator shall be the respective
Exercise Price resulting from such adjustments.

       

      
        	
              	
                (b)

              	
                If
      and whenever at any time after the date hereof and prior to the Expiry
      Time, the Corporation shall fix a record date for the distribution to all
      or substantially all of the holders of Common Shares of rights, options or
      warrants (other than the Warrants) entitling them for a period expiring
      not more than forty five (45) days after such record date to subscribe for
      or purchase Common Shares (or securities convertible into Common Shares)
      at a price (or having a conversion price or exchange price) less than 90%
      of the Current Market Price (or, if the price (or conversion price or
      exchange price) is stated in U.S. Dollars, the price shall be translated
      into the Canadian equivalent at the noon rate of exchange on the day
      before the record date for purposes of this determination) on such record
      date, the Exercise Price shall be adjusted immediately after such record
      date so that it shall equal the price determined by multiplying the
      Exercise Price in effect on such record date by a fraction, of which the
      numerator shall be the total number of Common Shares outstanding on such
      record date plus the number arrived at by dividing the aggregate price of
      the total number of additional Common Shares offered for subscription or
      purchase (or the aggregate conversion or exchange price of the convertible
      securities so offered) by such Current Market Price, and of which the
      denominator shall be total number of Common Shares outstanding on such
      record date plus the total number of additional Common Shares offered for
      subscription or purchase (or into which the convertible securities so
      offered are convertible); any Common Shares owned by or held for the
      account of the Corporation or any subsidiary (as defined in the Canada
      Business Corporations Act) of the Corporation shall be deemed not to be
      outstanding for the purpose of any such computation; such adjustment shall
      be made successively whenever such a record date is fixed; to the extent
      that any rights, options or warrants are not so issued or any such rights,
      options or warrants are not exercised prior to the expiration thereof, the
      Exercise Price shall then be readjusted to the Exercise Price which would
      then be in effect if such record date had not been fixed or to the
      Exercise Price which would then be in effect based upon the number and
      aggregate price of Common Shares (or securities convertible into Common
      Shares) actually issued upon the exercise of such rights, options or
      warrants, as the case may be.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (c)

              	
                If
      and whenever at any time after the date hereof and prior to the Expiry
      Time, the Corporation shall fix a record date for the making of a
      distribution to all or substantially all the holders of its outstanding
      Common Shares of:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                shares
      of any class other than Common Shares, whether of the Corporation or any
      other corporation (other than shares distributed as Dividends Paid in the
      Ordinary Course);

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                rights,
      options or warrants to subscribe for or purchase Common Shares (or other
      securities convertible into Common Shares) (excluding (A) those referred
      to in subsection (b), and (B) those described in subsection (b) but
      exercisable for a period not more than forty five (45) days after such
      record date exercisable at a price per share (or having a conversion or
      exchange price per share) not less than 90% of the Current Market Price,
      subject to the currency translation methodology set forth in 4.1(b) for
      securities with a price (or conversion or exercise price) stated in U.S.
      Dollars);

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                evidence
      of its indebtedness; or

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                assets
      (excluding Dividends Paid in the Ordinary
  Course);

              


      

       

      then, and
in each such case, the Exercise Price shall be adjusted immediately after such
record date so that it shall equal the price determined by multiplying the
Exercise Price in effect on such record date by a fraction, of which the
numerator shall be the total number of Common Shares outstanding on such record
date multiplied by the Current Market Price on such record date, less the
aggregate fair market value (as determined by the directors according to
applicable accounting and security valuation principles, which determination
shall be conclusive) of such shares, rights, options, warrants, evidence of
indebtedness or assets so distributed, and of which the denominator shall be the
total number of Common Shares outstanding on such record date multiplied by such
Current Market Price; any Common Shares owned by or held for the account of the
Corporation or any subsidiary (as defined in the Canada Business Corporations
Act) of the Corporation shall be deemed not to be outstanding for the purpose of
any such computation; such adjustment shall be made successively whenever such a
record date is fixed; to the extent that such distribution is not so made, the
Exercise Price shall then be readjusted to the Exercise Price which would then
be in effect if such record date had not been fixed or to the Exercise Price
which would then be in effect based upon such shares, rights, options, warrants,
evidences of indebtedness or assets actually distributed, as the case may
be.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (d)

              	
                If
      and whenever at any time after the date hereof and prior to the Expiry
      Time, there is a reclassification of the Common Shares, a conversion or
      change of the Common Shares into other shares or into other securities, or
      a capital reorganization of the Corporation other than as described in
      paragraph (a) or a consolidation, amalgamation or merger of the
      Corporation (including, without limitation, by way of plan of arrangement)
      with or into any other body corporate, trust, partnership or other entity,
      or a sale or conveyance of the property and assets of the Corporation as
      an entirety or substantially as an entirety to any other body corporate,
      trust, partnership or other entity, any Warrantholder who has not
      exercised his right of acquisition prior to the effective date of such
      reclassification, conversion, reorganization, consolidation, amalgamation,
      merger, sale or conveyance, upon the exercise of such right thereafter,
      shall be entitled to receive and shall accept, in lieu of the number of
      Common Shares then sought to be acquired by it, the kind and number of
      shares or other securities or property (including cash) of the Corporation
      or of the body corporate, trust, partnership or other entity resulting
      from such reclassification, conversion, reorganization, merger,
      amalgamation or consolidation, or to which such sale or conveyance may be
      made, as the case may be, that such holder would have been entitled to
      receive as a result of such reclassification, reorganization, conversion
      consolidation, amalgamation, merger, sale or conveyance, if, on the record
      date or the effective date thereof, as the case may be, the Warrantholders
      had been the registered holder of the number of Common Shares to which the
      holder was theretofore entitled upon exercise.  If determined
      appropriate by the board of directors of the Corporation to give effect to
      or to evidence the provisions of this subsection (d), the Corporation, its
      successor, or such purchasing body corporate, partnership, trust or other
      entity, as the case may be, shall prior to or contemporaneously with any
      such reclassification, reorganization, consolidation, amalgamation,
      merger, sale or conveyance, enter into an agreement or new Warrant
      Certificate which shall provide, to the extent possible, for the
      application of the provisions set forth in this Warrant with respect to
      the rights and interests thereafter of the Warrantholders to the end that
      the provisions set forth in this Warrant shall thereafter correspondingly
      be made applicable, as nearly as may reasonably be, with respect to any
      shares, other securities or property (including cash) to which a
      Warrantholder is entitled on the exercise of its acquisition rights
      thereafter and upon entering into such new Warrant Certificate or
      agreement, the Corporation shall cease to have any obligations (including
      the obligation to issue any Common Shares) hereunder and the holder shall
      cease to have any rights hereunder.  Any Warrant Certificate or
      agreement entered into pursuant to the provisions of this subsection (d)
      shall be an agreement entered into pursuant to the provisions of Article
      7.  Any Warrant Certificate or agreement entered into between
      the Corporation, any successor to the Corporation or such purchasing body
      corporate, partnership, trust or other entity shall provide for
      adjustments which shall be as nearly equivalent as may be practicable to
      the adjustments provided in this Section 4.1 and which shall apply to
      successive reclassifications, reorganizations, amalgamations,
      consolidations, mergers, sales or
conveyances.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                If
      necessary, appropriate adjustments shall be made in the application of the
      provisions set forth in this Section 4.1 with respect to the rights and
      interest thereafter of the holders of Warrants to the end that the
      provisions set forth in this Article 4 shall thereafter correspondingly be
      made applicable as nearly as may reasonably be possible in relation to any
      shares or other securities or property thereafter deliverable upon the
      exercise of any Warrant.  Any such adjustments shall be made by
      and set forth in an amendment to this Warrant Certificate hereto approved
      by the directors of the Corporation and shall for all purposes
      conclusively be deemed to be an appropriate adjustment.  The
      subdivision or consolidation of the Common Shares at any time outstanding
      into a greater or lesser number of Common Shares shall be deemed not to be
      a reclassification of the capital of the Corporation for the purposes of
      this subsection.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                If
      any case in which this Section 4.1 shall require that an adjustment shall
      become effective immediately after a record date for an event referred to
      herein, the Corporation may defer, until the occurrence of such event,
      issuing to the holder of any Warrant exercised after such event the
      additional Common Shares issuable upon such conversion by reason of the
      adjustment required by such event before giving effect to such adjustment;
      provided, however, that the Corporation shall deliver to such holder an
      appropriate instrument evidencing such holder's right to receive such
      additional Common Shares upon the occurrence of the event requiring such
      adjustment and the right to receive any distributions made on such
      additional Common Shares declared in favour of holders of record of Common
      Shares on and after the relevant date of exercise or such later date as
      such holder would, but for the provisions of this subsection (f), have
      become the holder of record of such additional Common Shares pursuant to
      subsection (b).

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (g)

              	
                If
      the purchase price provided for in any right, warrant or option issued as
      described in subsection (b) or (c) is decreased, or the price at which
      Common Shares are issued as described in subsection (a) is decreased or
      the rate of conversion at which any convertible securities which are
      issued as described in subsection (a) is increased, the Exercise Price
      shall, subject to subsection (f), forthwith be changed so as to decrease
      the  Exercise Price to such Exercise Price as would have been
      obtained had the adjustment made in connection with the issuance of all
      such rights, options or securities been made upon the basis of such
      purchase price as so decreased or such rate as so
    increased.

              


      

       

      
        	
                 
      

              	
                (h)

              	
                No
      adjustment in the Exercise Price or in the number of shares to be issued
      pursuant to the exercise of the Warrants shall be required unless such
      adjustment would result in a change of at least 1% in the Exercise Price
      then in effect or unless the number of shares to be issued would change by
      at least 1/100th of a share, provided, however, that any adjustments
      which, except for the provisions of this subsection 4.1(h) would otherwise
      have been required to be made, shall be carried forward and taken into
      account in any subsequent
adjustment.

              


      

       

      
        	
                 
      

              	
                (i)

              	
                No
      adjustment in the Exercise Price shall be made in respect of any event
      described in subsections 4.1(a)(iii), 4.1(b), 4.1(c) or
      4.1(d):

              


      

       

      
        	
                 
      

              	
                (i)

              	
                if
      each of the Warrantholders are entitled to participate in such event on
      the same terms mutatis mutandis as if they had exercised their purchase
      rights prior to the effective date or record date of such event, subject
      to the prior approval of the Exchange and any other exchange on which the
      Common Shares are then listed, if applicable, to such participation if the
      Common Shares or the Warrants are then listed on any such
      exchange;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                in
      respect to the issuance of Common Shares on exercise of the Warrants or
      warrants similar to the Warrants, held by other persons;
  or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                in
      respect of the issuance of Common Shares pursuant to the Corporation's
      stock option plans.

              


      

       

      
        	
                 
      

              	
                (j)

              	
                (Upon
      the expiry of the period for conversion of convertible securities and the
      exercise period for rights, options or warrants (other than rights,
      options or warrants in respect of which the Warrantholders are entitled to
      participate, as contemplated in subsection 4.1(i)) to purchase Common
      Shares or convertible securities, the Exercise Price shall be adjusted to
      what it would have been if such unconverted convertible securities and
      unexercised rights, options or warrants had not been
    issued.

              


      

       

      
        	
              	
                (k)

              	
                The
      adjustments provided for in this Section in the Exercise Price and in the
      number and classes of shares which are to be received on the exercise of
      Warrants are cumulative.  After any adjustment pursuant to this
      Section, the term "Common Shares" where used in this Warrant shall be
      interpreted to mean the shares or other securities or property of the
      Corporation which, as a result of all prior adjustments pursuant to this
      Section, the Warrantholders are entitled to receive upon the exercise of
      his Warrant, and the number of Common Shares indicated in any subscription
      made pursuant to a Warrant shall be interpreted to mean the number and
      kind of securities or property which, as a result of all prior adjustments
      pursuant to this Section, a Warrantholder is entitled to receive upon the
      full exercise of a Warrant entitling the holder thereof to purchase the
      number of Common Shares so
indicated.

              


      

       

      
        	
                 
      

              	
                (l)

              	
                All
      securities and property which a Warrantholder is at the time in question
      entitled to receive on the full exercise of his Warrant, whether or not as
      a result of adjustments made pursuant to this Section, shall, for the
      purposes of the interpretation of this Warrant be deemed to be securities
      and property which such Warrantholder is entitled to purchase pursuant to
      such Warrant.

              


      

       

      
        	
                4.2 

              	
                Voluntary
      Adjustment by the Corporation

              


      

       

      Subject
to approval of the Exchange and any other exchange on which the Common Shares
are then listed, if applicable, the Corporation may, at its option, at any time
prior to the Expiry Time, reduce the then current Exercise Price to any amount
deemed appropriate by the Board of Directors of the Corporation.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                4.3 

              	
                Notice
      of Adjustment

              


      

       

      Whenever
the number of Common Shares purchasable upon the exercise of each Warrant or the
Exercise Price of such Common Shares is adjusted, as herein provided, the
Corporation shall promptly send to the Warrantholders, at the address set out on
the face page of this Warrant Certificate, or such other address as to which the
Corporation shall have been notified pursuant to Section 8.2 by first class
mail, postage prepaid, notice of such adjustment or adjustments.

       

      
        	
                4.4 

              	
                No
      Adjustment for Dividends

              


      

       

      Except as
provided in section 4.1 of this Article 4, no adjustment in respect of any
dividends shall be made during the term of a Warrant or upon the exercise of a
Warrant.

       

      
        	
                4.5 

              	
                Determination
      of Adjustments

              


      

       

      If any
questions shall at any time arise with respect to the Exercise Price, such
question shall be conclusively determined by the Corporation's Auditors, or, if
they decline to so act, any other firm of chartered accountants that the
Corporation may designate and the Warrantholders, acting reasonably, may
approve, and who shall have access to all appropriate records and such
determination shall be binding upon the Corporation and the holder.

       

      
        	
                4.6 

              	
                Notice
      of Special Matters

              


      

       

      The
Corporation covenants that, so long as any Warrants remain outstanding it will
give notice to the Warrantholders of its intention to fix a record date that is
prior to the Expiry Date for any event referred to in subsections (a), (b), (c)
or (d) of Section 4.1 (other than subdivision, consolidation or of its Common
Shares) which may give rise to an adjustment in the number of Common Shares, or
the securities or property, to be received on exercise or the Exercise
Price.  Such notice shall specify the particulars of such event and
the record date for such event, provided that the Corporation shall only be
required to specify in the notice such particulars of the event as shall have
been fixed and determined on the date on which the notice if
given.  The notice shall be given in each case not less than 15 days
prior to such applicable record date.

       

      
        	
                4.7 

              	
                No
      Action after Notice

              


      

       

      The
Corporation covenants that it will not close its transfer books or take any
other corporate action which might deprive the holder of the opportunity to
exercise its right of acquisition pursuant thereto during the period of 15 days
after the giving of the certificate or notices set forth in section
4.6.

       

      ARTICLE
5

       

      COVENANTS
BY THE CORPORATION

       

      
        	
                5.1 

              	
                Covenants
      by the Corporation

              


      

       

      The
Corporation hereby covenants and agrees as follows:

       

      
        	
                (a)

              	
                it
      will at all times maintain its corporate existence and will carry on its
      business as currently carried on and will use its best efforts to keep the
      Common Shares listed on the
Exchange;

              


      

       

      
        	
                (b)

              	
                it
      will reserve and there will remain unissued out of its authorized capital
      a sufficient number of Common Shares to satisfy the rights of acquisition
      provided for in the Warrant
Certificate;

              


      

       

      
        	
                (c)

              	
                all
      Common Shares issued upon exercise of the right to purchase provided for
      herein shall, upon payment of the Exercise Price therefor, be issued as
      fully paid and non assessable shares, and be free from any and all taxes,
      liens and charges relating thereto;
and

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                (d)

              	
                it
      will take all reasonable steps and actions and do all such acts and things
      as may be required to:

              


      

       

       

      
        	
                 
      

              	
                (1)

              	
                as
      long as it meets the minimum listing requirements of such institutions,
      maintain the listing and posting for trading of the Shares on the TSX;
      and

              


      

       

       

      
        	
                 
      

              	
                (2)

              	
                maintain
      its status as a reporting issuer not in default of the requirements of
      applicable securities legislation of the provinces of
    Canada.

              


      

       

      
        	
                5.2

              	
                Representations
      and Warranties by the Corporation Regarding Listing
    Approvals

              


      

       

      The
Corporation hereby represents and warrants that all necessary Exchange approvals
have been obtained and that it will use commercially reasonable efforts to
obtain listing on the NYSE Alternext U.S. Exchange, formerly known as the
American Stock Exchange and such listings will be maintained in connection with
the issue of the Common Shares on due exercise of the Warrants prior to the
Expiry Time.

       

      ARTICLE
6

       

      LEGENDS
ON COMMON SHARES

       

      
        	
                6.1 

              	
                Legends
      on Common Shares

              


      

       

      
        	
                (a)

              	
                The Warrantholder acknowledges that any
      certificate representing Common Shares issued upon the exercise of this
      Warrant Certificate prior to the date which is four months and one day
      after the date hereof will bear the following
    legend:

              


      

       

      
        	 	
                "UNLESS PERMITTED UNDER SECURITIES LEGISLATION,
      THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [APRIL 12,
      2009]."

              


      

      
        	
                 
      

              	
                provided that at any time on or subsequent to the
      date which is four months and one day after the date hereof any
      certificate representing such Common Shares may be exchanged for a
      certificate bearing no such legends.  The Corporation hereby
      covenants and agrees that it will use the best efforts thereof to deliver
      or to cause to be delivered a certificate or certificates representing
      such Common Shares bearing no such legends within three Business Days
      after receipt of the legended
  certificate.

              


      

      


      
        	
                (b)

              	
                The
      Warrantholder acknowledges that the certificates representing the Common
      Shares and all certificates issued in exchange or substitution thereof,
      will bear a legend in substantially the following form as long as the
      legend referred to in subsection 6.1(a) remains on such
      certificate:

              


      

      
        	
                 
      

              	
                "THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK
      EXCHANGE; HOWEVER, THE SAID SECURITIES CAN NOT BE TRADED THROUGH THE
      FACILITIES OF SUCH EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE, AND
      CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT "GOOD
      DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK
      EXCHANGE."

              


      

      


      
        	
                (c)

              	
                The Warrantholder further
      acknowledges that any certificate representing Common Shares issued upon
      the exercise of this Warrant Certificate and all certificates issued in
      exchange or substitution thereof will bear the following
      legend:

              


      

      
        	
                 
      

              	
                "UNTIL THE SEPARATION TIME (AS DEFINED IN THE
      RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE ALSO EVIDENCES AND
      ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDER
      RIGHTS PLAN AGREEMENT, DATED AS OF THE 17TH DAY OF JANUARY, 2007 (THE
      "RIGHTS AGREEMENT"), BETWEEN THE CORPORATION AND CIBC MELLON TRUST
      COMPANY, AS RIGHTS AGENT, THE TERMS OF WHICH ARE HEREBY INCORPORATED
      HEREIN BY REFERENCE AND A COPY OF WHICH MAY BE INSPECTED DURING NORMAL
      BUSINESS HOURS AT THE PRINCIPAL EXECUTIVE OFFICES OF THE
      CORPORATION.  UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE
      RIGHTS AGREEMENT, SUCH RIGHTS MAY BE TERMINATED, MAY EXPIRE, MAY BECOME
      VOID (IF, IN CERTAIN CASES, THEY ARE "BENEFICIALLY OWNED" BY AN "ACQUIRING
      PERSON", AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT, WHETHER
      CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR
      MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND MAY NO LONGER BE EVIDENCED
      BY THIS CERTIFICATE.  THE CORPORATION WILL MAIL OR ARRANGE FOR
      THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS
      CERTIFICATE WITHOUT CHARGE AS SOON AS IS PRACTICABLE AFTER THE RECEIPT OF
      A WRITTEN REQUEST THEREFOR.”

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                (d)

              	
                United
      States Legends:  Any certificate representing Common Shares
      issued upon the exercise of the Warrants will bear the following
      legends:

              


      

       

      THIS SECURITY HAS NOT
BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET
FORTH IN THE FOLLOWING SENTENCE. BY
ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS AN ACCREDITED
INVESTOR (AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT); OR (B) IT IS NOT
A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH REGULATION S ADOPTED UNDER THE SECURITIES ACT; (2) AGREES THAT
IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE
COMMON SHARES ISSUABLE UPON EXERCISE OF SUCH SECURITY, EXCEPT (A) TO THE ISSUER
OR A SUBSIDIARY THEREOF; (B) TO PERSONS OTHER THAN U.S. PERSONS OUTSIDE THE
UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (C)
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 ADOPTED UNDER
THE SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION UNDER THE SECURITIES ACT; OR
(D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
AND (3) AGREES THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY, FURNISH TO
THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE
REQUIRED TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. 

       

      THIS WARRANT HAS NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT. THE SECURITIES TO BE
ISSUED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT.  THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF
ANY U.S. PERSON UNLESS REGISTERED UNDER
THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.

       

      AS USED HEREIN, THE
TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN
TO THEM BY REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE, THE HOLDER HEREOF
WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD
TO THIS SECURITY OR ANY COMMON SHARES ISSUABLE UPON EXERCISE OF SUCH SECURITY,
EXCEPT AS PERMITTED BY THE SECURITIES ACT.

       

      ARTICLE
7

       

      MERGER
AND SUCCESSORS

       

      
        	
                7.1 

              	
                Corporation
      May Consolidate, etc. on Certain
Terms

              


      

       

      Nothing
herein contained shall prevent any amalgamation or merger of the Corporation
with or into any other corporation or corporations, or a conveyance or transfer
of all or substantially all the properties and estates of the Corporation as an
entirety to any corporation lawfully entitled to acquire and operate same,
provided, however, that the corporation formed by such amalgamation or merger or
which acquires by conveyance or transfer all or substantially all the properties
and estates of the Corporation shall, simultaneously with such amalgamation,
merger, conveyance or transfer, assume the due and punctual performance and
observance of all the covenants and conditions hereof to be performed or
observed by the Corporation.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                7.2 

              	
                Successor
      Corporation Substituted

              


      

       

      In case
the Corporation, pursuant to Section 7.1 shall be amalgamated or merged with or
into any other corporation or corporations the shares of which are not listed on
a stock exchange, or shall convey or transfer all or substantially all of its
properties and estates as an entirety to any other corporation, the successor
corporation formed by such consolidation or amalgamation, or into which the
Corporation shall have been amalgamated or merged or which shall have received a
conveyance or transfer as aforesaid, shall succeed to and be substituted for the
Corporation hereunder and such changes in phraseology and form (but not in
substance) may be made in the Warrant Certificate and herein as may be
appropriate in view of such amalgamation, merger or transfer.

       

      ARTICLE
8

       

      MISCELLANEOUS

       

      
        	
                8.1 

              	
                Transfer
      and assignment of Warrants

              


      

       

      Subject
to the transfer and assignment restrictions set out in the Warrant Certificate
and those arising under applicable securities laws, the Warrantholders are
entitled to transfer or assign the Warrants evidenced by this Warrant
Certificate to another person by transferring or assigning this Warrant
Certificate. This Warrant Certificate, and the Warrants evidenced by this
Warrant Certificate, shall be transferable or assignable to any person at any
time prior to the Expiry Time. This Warrant Certificate enures to the benefit of
the Holder and its successors and permitted assigns and is binding on the
Corporation and its successors and permitted assigns.

       

      
        	
                8.2 

              	
                Communication

              


      

       

      Any
notice or other communication (a “Communication”) to be made or given in
connection with this Warrant Certificate shall be made or given in writing and
may be made or given by personal delivery or by registered mail addressed to the
recipient at its address provided on the first page of this Warrant Certificate
or such other address or individual as may be designated by it by notice given
in accordance with this Section 8.2.  Any Communication made or given
by personal delivery shall be conclusively deemed to have been given on the day
of actual delivery thereof and, if made or given by registered mail, on the
fourth day, other than a Saturday, Sunday or civic or statutory holiday in
Toronto, following the deposit thereof in the mail.  If the party
giving any Communication knows or ought reasonably to know of any difficulties
with the postal system which might affect the delivery of the mail, any such
Communication shall not be mailed but shall be made or given by personal
delivery.

       

      
        	
                8.3 

              	
                Governing
      Law and severance

              


      

       

      This
Warrant Certificate shall be governed and interpreted by the laws of the
Province of Ontario and all Federal laws of Canada that apply in the Province of
Ontario. If a court or other tribunal of competent jurisdiction determines that
any one or more of the provisions contained in this Warrant Certificate is
invalid, illegal or unenforceable in any respect in any jurisdiction, the
validity, legality and enforceability of such provision or provisions shall not
in any way be affected or impaired thereby in any other jurisdiction and the
validity, legality and enforceability of the remaining provisions contained in
this Warrant Certificate shall not in any way be affected or impaired thereby,
unless in either case as a result of such determination this Warrant Certificate
would fail in its essential purpose.