Exhibit 10.04


 


EXECUTION COPY


 


In Canada, unless permitted
under securities legislation, the holder of this security must not trade the
security before the date that is 4 months and a day after the later of (i) September 2,
2010, and (ii) the date the issuer became a reporting issuer in any
province or territory.


 


These securities and the
securities issuable upon the conversion or exercise thereof have not been
registered under the United States Securities Act of 1933, as amended (the “1933
Act”) and may not be offered or sold except pursuant to an effective
registration statement under the 1933 Act, or pursuant to an exemption from the
registration requirements of the 1933 Act, or outside the United States in
accordance with Regulation S under the 1933 Act.


 


WARRANTS TO PURCHASE COMMON SHARES OF

AMERICAN LITHIUM MINERALS, INC.


 


	
  Warrant Certificate Number:

  	
   

  	
  Number
  of Warrants:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2010-1

  	
   

  	
  1,388,889

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  September
  2, 2010

  	
   

  



 


THIS CERTIFIES THAT,
for value received, 2245393 Ontario Inc. (the “Holder”)
is entitled, at any time prior to the Expiry Time (as hereinafter defined), to
purchase at the Exercise Price (as hereinafter defined) one fully paid, validly
issued and non-assessable Common Share (as hereinafter defined) in the capital
of American Lithium Minerals, Inc. (the “Company”),
a company existing under the laws of the State of Nevada, for each whole
Warrant (as hereinafter defined) represented by this certificate or by a
replacement certificate, by surrendering to the Company at its principal office
at 2850 W. Horizon Ridge Parkway, Suite 200, Henderson, NV  89052, this Warrant together with a
Subscription Form (as hereinafter defined), duly completed and executed
and cash or a certified cheque, money order or bank draft payable to or to the
order of the Company for an amount equal to the Exercise Price multiplied by
the number of Common Shares subscribed for, on and subject to the terms and
conditions set out below.


 


Nothing contained
herein shall confer any right upon the Holder to subscribe for or purchase any
shares of the Company at any time after the Expiry Time, and from and after the
Expiry Time these Warrants and all rights hereunder shall be void and of no
value.


 


1.             Defined
Terms


 


When used herein,
the following terms shall have the following meanings, respectively:


 


“Common Shares” means the common shares in the capital stock
of the Company, with a par value of US$0.001 per Common Share.


 


“Exercise Price” means US$0.54 per Common
Share.


 


“Expiry Time” means 5:00 p.m.
(Toronto time) on  September 2, 2011.


 


“Subscription Form” means the form of
subscription annexed hereto as Schedule “A”.


 


“Warrant” means the Common Share purchase warrants
represented by this Warrant Certificate.


 

















 


2.             Exercise
of Warrants


 


The rights
represented by this Warrant may be exercised by the Holder hereof, in whole or
in part (but not as to a fractional Common Share), by the surrender of this
Warrant Certificate, with the attached Subscription Form duly executed, at
the principal office of the Company at 2850 W. Horizon Ridge Parkway, Suite 200,
Henderson, NV  89052 (or such other
office of the Company as it may designate by notice in writing to the Holder
hereof at the address of such Holder appearing on the books of the Company at
any time during the period within which the rights represented by this Warrant
Certificate may be exercised) and upon payment to it for the account of the
Company, in cash or a certified cheque, money order or bank draft, of the
purchase price for such Common Shares. 
The Company agrees that the Common Shares so purchased shall be and be
deemed to be issued to the Holder hereof as the registered owner of such Common
Shares as of the close of business on the date on which this Warrant
Certificate shall have been surrendered and payment made for such Common Shares
as aforesaid.  Certificates for the
Common Shares so purchased shall be delivered to the Holder hereof within a
reasonable time, not exceeding three business days, after the rights
represented by this Warrant Certificate shall have been so exercised and,
unless this Warrant has expired, a new Warrant Certificate representing the
number of Common Shares, if any, with respect to which this Warrant shall not
then have been exercised shall also be issued to the Holder hereof within such
time.


 


3.             Ability
to Exercise


 


The Warrants may be
exercised in whole or in part at any time prior to the Expiry Time. In the
event that the Holder subscribes for and purchases any such lesser number of
Common Shares prior to the Expiry Time, the Holder shall be entitled to receive
a replacement Warrant Certificate, without charge, representing the unexercised
balance of the Warrants. After the Expiry Time, all rights under any
outstanding Warrants evidenced hereby, in respect of which the rights of
subscription and purchase herein provided for shall not have been exercised,
shall wholly cease and terminate and such Warrants shall be void and of no
value or effect.


 


4.             No
Fractional Common Shares


 


No fractional Common
Shares will be issuable upon any exercise of the Warrants and the Holder will
not be entitled to any cash payment or compensation in lieu of a fractional
Common Share.


 


5.             Not a
Shareholder


 


The holding of the
Warrants shall not constitute the Holder a shareholder of the Company nor
entitle the Holder to any right or interest in respect thereof, except as
expressly provided in this Warrant Certificate.


 


6.             Covenants
and Representations of the Company


 


The Company hereby
agrees as follows:


 


(a)           All Common Shares which may
be issued upon the exercise of the rights represented by this Warrant will,
upon issuance, be validly issued, fully paid and non-assessable, free from all
taxes, liens and charges with respect to the issue thereof, except with respect
to any applicable withholding taxes.


 


(b)           During the period within
which the rights represented by this Warrant may be exercised, the Company will
at all times have authorized and reserved a sufficient number of its Common
Shares to provide for the exercise of the rights represented by this Warrant.


 


2

















 


(c)           This Warrant Certificate is
a valid and binding obligation of the Company, enforceable against the Company
in accordance with its terms.


 


7.             Anti-Dilution
Protection


 


(1)           Definitions:  For the purposes of this Section 7,
unless there is something in the subject matter or context inconsistent
therewith, the words and terms defined below shall have the respective meanings
specified therefor in this Section 7:


 


(a)           “Adjustment
Period” means the period commencing on the date of issue of the
Warrants and ending at the Expiry Time;


 


(b)           “Current
Market Price” of the Common Shares at any date means the price per
share equal to the weighted average price at which the Common Shares have
traded on the Over-the-Counter Bulletin Board or such other stock exchange or
over-the-counter market as may be selected by the directors of the Company for
such purpose during the period of any twenty consecutive trading days ending
not more than five business days before such date; provided that the weighted
average price shall be determined by dividing the aggregate sale price of all
Common Shares sold 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 sold; and provided further that if the Common Shares are not then listed on
any stock exchange or traded in the over-the-counter market, then the Current
Market Price shall be determined by a firm of independent chartered accountants
selected by the directors of the Company;


 


(c)           “director”
means a director of the Company for the time being and, unless otherwise
specified herein, a reference to action “by the directors” means action by the
directors of the Company as a board or, whenever empowered, action by the
executive committee of such board; and


 


(d)           “trading  day” with
respect to a stock exchange or over-the-counter market means a day on which
such stock exchange or market is open for business.


 


(2)           Adjustments:  Subject to Section 7(5), the Exercise
Price and the number of Common Shares issuable to the Holder upon the exercise
of the Warrants shall be subject to adjustment from time to time in the events
and in the manner provided as follows:


 


(a)           If at any time during the
Adjustment Period the Company shall:


 


(i)            fix a record date for the
issue of, or issue, Common Shares to the holders of all or substantially all of
the outstanding Common Shares by way of a stock dividend;


 


(ii)           fix a record date for the
distribution to, or make a distribution to, the holders of all or substantially
all of the outstanding Common Shares payable in Common Shares or securities
exchangeable for or convertible into Common Shares;


 


(iii)          subdivide the outstanding
Common Shares into a greater number of Common Shares; or


 


(iv)          consolidate the outstanding
Common Shares into a smaller number of Common Shares,


 


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(any of such events
in subsections (i), (ii), (iii) and (iv) above being herein called a “Common Share Reorganization”), the Exercise
Price shall be adjusted on the earlier of the record date on which holders of
Common Shares are determined for the purposes of the Common Share
Reorganization and the effective date of the Common Share Reorganization to the
amount determined by multiplying the Exercise Price in effect immediately prior
to such record date or effective date, as the case may be, by a fraction:


 


(A)          the numerator of which
shall be the number of Common Shares outstanding on such record date or
effective date, as the case may be, before giving effect to such Common Share
Reorganization; and


 


(B)           the denominator of which
shall be the number of Common Shares which will be outstanding immediately
after giving effect to such Common Share Reorganization (including in the case
of a distribution of securities exchangeable for or convertible into Common
Shares the number of Common Shares that would have been outstanding had such
securities been exchanged for or converted into Common Shares on such date).


 


To the extent that
any adjustment in the Exercise Price occurs pursuant to this Section 7(2)(a) as
a result of the fixing by the Company of a record date for the distribution of
securities exchangeable for or convertible into Common Shares, the Exercise
Price shall be readjusted immediately after the expiry of any relevant exchange
or conversion right to the Exercise Price which would then be in effect based
upon the number of Common Shares actually issued and remaining issuable after
such expiry and shall be further readjusted in such manner upon the expiry of
any further such right.


 


(b)           If at any time during the
Adjustment Period the Company shall fix a record date for the issue or
distribution to the holders of all or substantially all of the outstanding
Common Shares of rights, options or warrants pursuant to which such holders are
entitled, during a period expiring not more than forty-five days after the
record date for such issue (such period being 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 in the case of securities exchangeable for or
convertible into Common Shares, at an exchange or conversion price per share)
at the date of issue of such securities of less than the Current Market Price
of the Common Shares on such record date (any of such events being called a “Rights Offering”), the Exercise Price shall
be adjusted effective immediately after the record date for such Rights
Offering to the amount determined by multiplying the Exercise Price in effect
on such record date by a fraction:


 


(i)            the numerator of which
shall be the aggregate of


 


(A)          the number of Common Shares
outstanding on the record date for the Rights Offering, and


 


(B)           the quotient determined by
dividing


 


(1)           either (a) the product
of the number of Common Shares offered during the Rights Period pursuant to the
Rights Offering and the price at which such Common Shares are offered, or, (b) the
product of the exchange or conversion price of the securities so offered and
the number of Common Shares for or into which the securities offered pursuant
to the Rights Offering may be exchanged or converted, as the case may be, by


 


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


 


(ii)           the denominator of which
shall be the aggregate of the number of Common Shares outstanding on such
record date and the number of Common Shares offered pursuant to the Rights
Offering (including in the case of the issue or distribution of securities
exchangeable for or convertible into Common Shares the number of Common Shares
for or into which such securities may be exchanged or converted).


 


If by the terms of
the rights, options, or warrants referred to in this Section 7(2)(b),
there is more than one purchase, conversion or exchange price per Common Share,
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 or exchangeable securities so offered, shall be calculated for
purposes of the adjustment on the basis of the lowest purchase, conversion or
exchange price per Common Share, as the case may be.  Any Common Shares owned by or held for the
account of the Company shall be deemed not to be outstanding for the purpose of
any such calculation.  To the extent that
any adjustment in the Exercise Price occurs pursuant to this Section 7(2)(b) as
a result of the fixing by the Company of a record date for the issue or
distribution of rights, options or warrants referred to in this Section 7(2)(b),
the Exercise Price shall be readjusted immediately after the expiry of any
relevant exchange, conversion or exercise right to the Exercise Price which
would then be in effect based upon the number of Common Shares actually issued
and remaining issuable after such expiry and shall be further readjusted in
such manner upon the expiry of any further such right.


 


(c)           If at any time during the
Adjustment Period the Company shall fix a record date for the issue or
distribution to the holders of all or substantially all of the outstanding
Common Shares of:


 


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


 


(ii)           rights, options or warrants
to acquire Common Shares or securities exchangeable for or convertible into
Common Shares (other than rights, options or warrants pursuant to which holders
of Common Shares are entitled, during a period expiring not more than
forty-five days after the record date for such issue, to subscribe for or
purchase Common Shares or securities exchangeable for or convertible into
Common Shares at a price per share (or in the case of securities exchangeable
for or convertible into Common Shares at an exchange or conversion price per
share) at the date of issue of such securities to the holder of at least the
Current Market Price of the Common Shares on such record date);


 


(iii)          evidences of indebtedness
of the Company; or


 


(iv)          any property or assets of
the Company;


 


and if such issue or
distribution does not constitute a Common Share Reorganization or a Rights
Offering (any of such non-excluded events being herein called a “Special Distribution”), the Exercise Price
shall be adjusted effective immediately after the record date for the Special
Distribution to the amount determined by multiplying the Exercise Price in
effect on the record date for the Special Distribution by a fraction:


 


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(A)          the numerator of which
shall be the difference between


 


(1)           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, and


 


(2)           the fair value, as
determined in good faith by the directors of the Company, to the holders of
Common Shares of the shares, rights, options, warrants, evidences of
indebtedness or property or assets to be issued or distributed in the Special
Distribution, and


 


(B)           the denominator of which
shall be the product obtained by multiplying the number of Common Shares
outstanding on such record date by the Current Market Price of the Common
Shares on such record date.


 


Any Common Shares
owned by or held for the account of the Company shall be deemed not to be
outstanding for the purpose of such calculation.  To the extent that any adjustment in the
Exercise Price occurs pursuant to this Section 7(2)(c) as a result of
the fixing by the Company of a record date for the issue or distribution of
rights, options or warrants to acquire Common Shares or securities exchangeable
for or convertible into Common Shares referred to in this Section 7(2)(c),
the Exercise Price shall be readjusted immediately after the expiry of any
relevant exercise, exchange or conversion right to the amount which would then
be in effect based upon the number of Common Shares issued and remaining
issuable after such expiry and shall be further readjusted in such manner upon
the expiry of any further such right.


 


(d)           If at any time during the
Adjustment Period there shall occur:


 


(i)            a reclassification or
redesignation of the Common Shares, any change of the Common Shares into other
shares or securities or any other capital reorganization involving the Common
Shares other than a Common Share Reorganization;


 


(ii)           a consolidation,
amalgamation, arrangement or merger of the Company with or into another body
corporate which results in a reclassification or redesignation of the Common
Shares or a change of the Common Shares into other shares or securities;


 


(iii)          the transfer of the
undertaking or assets of the Company as an entirety or substantially as an
entirety to another Company or entity;


 


(any of such events
being called a “Capital Reorganization”), after
the effective date of the Capital Reorganization the Warrantholder shall be
entitled to receive, and shall accept, for the same aggregate consideration,
upon exercise of the Warrants, in lieu of the number of Common Shares to which
the Warrantholder was theretofor entitled upon the exercise of the Warrants,
the kind and aggregate number of shares and other securities or property
resulting from the Capital Reorganization which the Warrantholder would have
been entitled to receive as a result of the Capital Reorganization if, on the
effective date thereof, the Warrantholder had been the registered holder of the
number of Common Shares which the Warrantholders was theretofore entitled to
purchase or receive upon the exercise of the Warrants.  If necessary, as a result of any such Capital
Reorganization, appropriate adjustments shall be made in the application of the



 


6

















 


provisions of this
Warrant Certificate with respect to the rights and interests thereafter of the
Warrantholder to the end that the provisions 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 the Warrants.


 


(e)           If at any time during the
Adjustment Period any adjustment or readjustment in the Exercise Price shall
occur pursuant to the provisions of Sections 7(2)(a), (b), or (c) of this
Warrant Certificate, then the number of Common Shares purchasable upon the
subsequent exercise of the Warrants shall be simultaneously adjusted or
readjusted, as the case may be, by multiplying the number of Common Shares
purchasable upon the exercise of the Warrants immediately prior to such
adjustment or readjustment by a fraction which shall be the reciprocal of the
fraction used in the adjustment or readjustment of the Exercise Price.


 


(3)           Rules:  Subject to Section 7(5), the following rules and
procedures shall be applicable to adjustments made pursuant to Section 7.2
of this Warrant Certificate:


 


(a)           Subject to the following
sections of this Section 7(3), any adjustment made pursuant to Section 7.2
of this Warrant Certificate shall be made successively whenever an event
referred to therein shall occur.


 


(b)           No adjustment in the Exercise
Price shall be required unless such adjustment would result in a change of at
least one per cent in the then Exercise Price and no adjustment shall be made
in the number of Common Shares purchasable or issuable on the exercise of the
Warrants unless it would result in a change of at least one one-hundredth of a
Common Share; provided, however, that any adjustments which except for the
provision of this subsection (b) would otherwise have been required to be
made shall be carried forward and taken into account in any subsequent
adjustment.  Notwithstanding any other
provision of Section 7.2 of this Warrant Certificate, no adjustment of the
Exercise Price shall be made which would result in an increase in the Exercise
Price or a decrease in the number of Common Shares issuable upon the exercise
of the Warrants (except in respect of a consolidation of the outstanding Common
Shares).


 


(c)           If at any time during the
Adjustment Period the Company shall take any action affecting the Common
Shares, other than an action or event described in Section 7.2 of this
Warrant Certificate, which in the opinion of the directors would have a
material adverse effect upon the rights of the Warrantholder, the Exercise
Price and/or the number of Common Shares purchasable under the Warrants shall,
subject to any necessary regulatory approval, be adjusted in such manner and at
such time as the directors may determine to be equitable in the circumstances,
provided that no such action shall be taken unless and until the Holder has been
provided with notice of such proposed action and the consequences thereof.


 


(d)           If the Company sets a
record date to determine holders of Common Shares for the purpose of entitling
such holders to receive any dividend or distribution or any subscription or
purchase rights and shall thereafter and before the distribution to such
holders 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 Exercise Price or
the number of Common Shares purchasable under the Warrants shall be required by
reason of the setting of such record date.


 


7

















 


(e)           No adjustment in the Exercise
Price or in the number or kind of securities purchasable on the exercise of the
Warrants shall be made in respect of any event described in Section 7 of
this Warrant Certificate if the Warrantholder is entitled to participate in
such event on the same terms mutatis mutandis
as if the Warrantholder had exercised the Warrants prior to or on the record
date or effective date, as the case may be, of such event. Any such
participation by the Warrantholder is subject to regulatory approval.


 


(f)            In any case in which this
Warrant Certificate shall require that an adjustment shall become effective
immediately after a record date for an event referred to in Section 7.2
hereof, the Company may defer, until the occurrence of such event:


 


(i)            issuing to the Warrantholder,
to the extent that the Warrants are exercised after such record date and before
the occurrence of such event, the additional Common Shares issuable upon such
exercise by reason of the adjustment required by such event; and


 


(ii)           delivering to the Warrantholder
any distribution declared with respect to such additional Common Shares after
such record date and before such event;


 


provided, however,
that the Company shall deliver to the Warrantholder an appropriate instrument
evidencing the right of the Warrantholder upon the occurrence of the event
requiring the adjustment, to an adjustment in the Exercise Price or the number
of Common Shares purchasable upon the exercise of the Warrants and to such
distribution declared with respect to any such additional Common Shares
issuable on the exercise of the Warrants.


 


(4)           Notice:  Subject to Section 7(5), at least 21
days prior to the earlier of the record date or effective date of any event
which requires or might require an adjustment in any of the rights of the
Warrantholder under this certificate, including the Exercise Price or the
number of Common Shares which may be purchased under this certificate, the
Company shall deliver to the Warrantholder a certificate of the Company
specifying the particulars of such event and, if determinable, the required
adjustment and the calculation of such adjustment.  In case any adjustment for which a notice in
this Section 7(4) has been given is not then determinable, the
Company shall promptly after such adjustment is determinable deliver to the
Warrantholder a certificate providing the calculation of such adjustment.  The Company hereby covenants and agrees that
the register of transfers and share transfer books for the Common Shares will
be open, and that the Company will not take any action which might deprive the
Warrantholder of the opportunity of exercising the rights of subscription
contained in this Warrant Certificate, during such 21 day period.


 


(5)           Board Discretion: Notwithstanding any of
the foregoing provisions of this Section 7, the board of directors of the
Company may, subject to any required regulatory approval, vary the procedures
described in this Section 7 if it determines in good faith having regard
to the intentions underlying these provisions that such procedures would yield
an unintended result, provided that such varied procedures are not prejudicial
to the interests of the Holder, and the Holder is provided with notice of such
proposed variation and the consequences thereof.


 


8.             Authorized
Shares


 


As a condition
precedent to the taking of any action which would require an adjustment
pursuant to Section 7 of this Warrant, the Company shall take any action
which may be necessary in order that the Company has issued and reserved in its
authorized capital, and may validly and legally issue as fully paid 


 


8

















 


and non-assessable,
all of the Common Shares which the Holder of this Warrant is entitled to
receive on the exercise hereof.


 


9.             Mutilated
or Missing Warrant Certificate


 


Upon receipt of
evidence satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant Certificate and, in the case of any such loss, theft
or destruction, upon delivery of a bond or indemnity satisfactory to the
Company, or, in the case of any such mutilation, upon surrender or cancellation
of this Warrant Certificate, the Company will issue to the Holder hereof a new
warrant certificate of like tenor, in lieu of this Warrant Certificate,
representing the right to subscribe for and purchase the number of Common
Shares which may be subscribed for and purchased hereunder.


 


10.           Legend


 


Any certificate
representing Common Shares issued upon the exercise of the Warrants shall bear
the following legend:


 


These
securities and the securities issuable upon the conversion or exercise thereof
have not been registered under the United States Securities Act of 1933, as
amended (the “1933 Act”) and may not be offered or sold except pursuant to an
effective registration statement under the 1933 Act, or pursuant to an
exemption from the registration requirements of the 1933 Act, or outside the
United States in accordance with Regulation S under the 1933 Act.


 


Any certificate
representing Common Shares issued upon the exercise of the Warrants prior to
the date which is four months and one day after the later of (i) date
hereof and (ii) the date the Company became a reporting issuer in any
province of territory of Canada will, in addition to the legend above, bear the
following legend:


 


In
Canada, unless permitted under securities legislation, the holder of this
security must not trade the security before the date that is 4 months and a day
after the later of (i) September 2, 2010, and (ii) the date the
issuer became a reporting issuer in any province or territory.


 


provided that at any
time subsequent to the date which is four months and one day after the later of
(i) the date hereof and (ii) the date the Company became a reporting
issuer in any province or territory of Canada, any certificate representing
such Common Shares may be exchanged for a certificate bearing no such legends.


 


11.           Amendment


 


This Warrant
Certificate may only be amended with the prior written consent of the Holder.


 


12.           Severability


 


If any one or more
of the provisions or parts thereof contained in this Warrant Certificate should
be or become invalid, illegal or unenforceable in any respect in any
jurisdiction, the remaining provisions or parts thereof contained herein shall
be and shall be conclusively deemed to be, as to such jurisdiction, severable
therefrom and:


 


(a)           the validity, legality or
enforceability of such remaining provisions or parts thereof shall not in any
way be affected or impaired by the severance of the provisions or parts thereof
severed; and


 


9

















 


(b)           the invalidity, illegality
or unenforceability of any provision or part thereof contained in this Warrant
Certificate in any jurisdiction shall not affect or impair such provision or
part thereof or any other provisions of this Warrant Certificate in any other
jurisdiction.


 


13.           Governing
Law


 


This Warrant shall
be governed by and interpreted and enforced in accordance with the laws of the
Province of Ontario and the federal laws of Canada applicable therein.


 


14.           Transferability


 


This Warrant is
transferable and the term “Holder”
shall mean and include any successor, transferee or assignee of the current or
any future Holder.  The Warrants may be
transferred by the Holder completing and delivering to the Company the transfer
form attached hereto as Schedule “B”.


 


15.           Further
Assurances


 


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


 


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of this page intentionally left blank]


 


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IN
WITNESS WHEREOF the Company has caused this Warrant Certificate to
be executed by its duly authorized officer dated effective as of the date first
written above.


 


 


	
   

  	
  AMERICAN
  LITHIUM MINERALS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signing
  Officer

  



 
















 


SCHEDULE
“A”


 


SUBSCRIPTION
FORM


 


TO:                          American Lithium Minerals,
Inc.

2850 W. Horizon Ridge Parkway, Suite 200

Henderson, NV  89052

U.S.A.


 


The undersigned
Holder of the within Warrant certificate hereby irrevocably subscribes for                                                  
common shares (the “Common Shares”)
of American Lithium Minerals, Inc. (the “Company”)
pursuant to the within Warrant certificate at the Exercise Price per share
specified in the said Warrant certificate and encloses herewith cash or a
certified cheque, money order or bank draft payable to or to the order of the
Company in the aggregate amount of US$                          
in payment of the subscription price therefor.


 


The undersigned
certifies as follows (check one):


 


A                                      o                                    The undersigned is an “accredited
investor”, as such term is defined in Rule 501(a) of the U.S. Securities Act,
exercising this Warrant for its own account or the account of an institutional “accredited
investor” over which it exercises sole investment discretion.


 


B                                        o                                    The undersigned has
provided to the Company an opinion of counsel of recognized standing and
reasonably satisfactory to the Company, to the effect that the issue and sale
of the Common Shares upon exercise of the Warrant is not required to be registered
under the U.S. Securities Act or state securities laws.


 


By checking box A
above, the undersigned represents that (i) it has had access to such current
public, financial and other information concerning the Company as it considered
necessary in connection with its investment decision and understands that the
Common Shares are being offered in a transaction not involving any public
offering within the United States (within the meaning of the U.S. Securities
Act of 1933, as amended, (the “U.S. Securities Act”))
and have not been and will not be registered under the U.S. Securities Act,
(ii) it has such knowledge and experience in financial and business matters
that it is capable of evaluating the merits and risks of purchasing the Common
Shares, (iii) it is not acquiring the Common Shares with a view to distribution
thereof or with any present intention of offering or selling any of the Common
Shares in violation of United States securities laws or applicable state
securities laws, and (iv) it is not purchasing the Common Shares as a result of
any general solicitation or general advertising (as such terms are defined in
Regulation D under the U.S. Securities Act), including advertisements,
articles, notices or other communications published in any newspaper, magazine
or similar media or broadcast over radio, television, or any seminar or meeting
whose attendees have been invited by general solicitation or general
advertising.  The undersigned agrees that
it will only resell the Common Shares issuable upon exercise hereof pursuant to
an effective registration statement under the U.S. Securities Act, or pursuant
to an exemption from the registration requirements of the U.S. Securities Act,
or in accordance with Regulation S under the U.S. Securities Act. The Common
Shares issuable upon exercise hereof will bear a legend to the foregoing effect
which may be removed by providing to the registrar and transfer agent for the
Common Shares an opinion of legal counsel to the effect that such legend may be
removed.


 


The undersigned
acknowledges that the Company will rely upon the above confirmations,
acknowledgements and agreements, and agrees to notify the Company promptly in
writing if any of the above representations or warranties ceases to be accurate
or complete.


 

















 


DATED this         day
of                                      ,
20      .


 


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


 


	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  



 


	
  o

  	
   

  	
  Please check box
  if these Common Share certificates are to be delivered at the office where
  this Warrant certificate is surrendered, failing which the Common Share
  certificates will be mailed to the subscriber at the address set out above.

  



 


If any Warrants
represented by this certificate are not being exercised, a new Warrant
certificate will be issued and delivered to the Holder with the Common Share
certificates.


 

















 


SCHEDULE
“B”


 


TRANSFER
FORM


 


TO:                          American Lithium Minerals,
Inc.

2850 W. Horizon Ridge Parkway, Suite 200

Henderson, NV  89052

U.S.A.


 


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto                                                                                                                    (include
name and address of the transferee) Warrants exercisable for common shares of
American Lithium Minerals, Inc. (the “Company”)
registered in the name of the undersigned on the register of the Company
maintained therefor, and hereby irrevocably appoints                                                                                     
the attorney of the undersigned to transfer the said securities on the books
maintained by the Company with full power of substitution.


 


The undersigned
hereby certifies that the transfer of these securities is not being made in any
public offering and: (a) that the transferee is an “accredited investor”, as
such term is defined in Rule 501(a) of the United
States Securities Act of 1933, as amended, and (b) that such
transferee is an “accredited investor” as such term is defined in National
Instrument 45-106 — Prospectus and Registration Exemptions of the Canadian
Securities Administrators and specifically represents and warrants that one or
more of the categories set out in such National Instrument correctly, and in
all respects, describes the transferee.


 


DATED this                       day
of                                    ,
20     .


 


Signature of
Transferor guaranteed by:


 


 


	
   

  	
   

  	
   

  
	
  Name of Bank or Trust Company:

  	
   

  	
  Signature of
  Transferor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address of
  Transferor

  



 


Notes: