"CORPORATION") THAT SUCH SECURITIES MAY BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B)
OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE
U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C)
WITHIN THE UNITED STATES, PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF APPLICABLE
AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) WITHIN THE
UNITED STATES, IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE
U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE
OFFER AND SALE OF SECURITIES, AND IN THE CASE OF TRANSFERS PURSUANT TO (C) OR
(D) ABOVE, THE HOLDER HEREOF HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE
CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE
SATISFACTORY TO THE CORPORATION."
THESE SECURITIES MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF
TRANSACTIONS ON CANADIAN STOCK EXCHANGES.
IF THE CORPORATION IS
C-2
A "FOREIGN ISSUER" WITHIN THE MEANING OF REGULATION S AT THE TIME OF TRANSFER
PURSUANT TO RULE 904 OF REGULATION S, A NEW CERTIFICATE, BEARING NO LEGEND, MAY
BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA UPON DELIVERY OF THIS
CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO
COMPUTERSHARE TRUST COMPANY OF CANADA AND THE CORPORATION AND, IF SO REQUIRED BY
COMPUTERSHARE TRUST COMPANY OF CANADA, AN OPINION OF COUNSEL, TO THE EFFECT THAT
THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH
RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.
WARRANT CERTIFICATE
LIBERTY SILVER CORP.
(incorporated under the laws of State of Nevada)
Warrant Certificate No. l
l Warrants to Purchase
Common Shares
This warrant (the "Warrant") will be void and of no value unless exercised prior
to 5:00 p.m. (Toronto time) on the Expiry Time (as defined below), subject to
the Acceleration Provision as hereinafter defined.
THIS IS TO CERTIFY THAT, for value received, <<<<>>>> (the "Holder"), is
entitled to purchase, at any time and from time to time, up to l fully paid and
non-assessable common shares without par value (the "Shares") in the capital of
Liberty Silver Corp. (the "Company"), upon and subject to the terms and
conditions hereinafter referred to. The Holder is entitled to purchase the
Shares at and for a price (the "Exercise Price") of US$0.65 per Share at any
time until 5:00 p.m. (Toronto time) on the date which is the earlier of 24
months following the date the Corporation's Common Shares are listed on Toronto
Stock Exchange and May 10, 2014 (the "Expiry Time").
Such right to purchase the Shares may only be exercised by the Holder within the
time hereinbefore set out by:
(i)
duly completing, in the manner indicated, and executing the Subscription Form
attached hereto; and
(ii)
surrendering this Warrant to the Company at the offices of Capital Transfer
Agency Inc., Suite 1101, 105 Adelaide Street West, Toronto, ON M5H