THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES DELIVERABLE UPON EXERCISE
HEREOF HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY
PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH
SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT IN A TRANSACTION
COMPLETED IN ACCORDANCE WITH THE REGISTRATION STATEMENT, (B) TO THE CORPORATION,
(C) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER
THE U.S. SECURITIES ACT, (D) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION
UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) RULE 144A
THEREUNDER, IF AVAILABLE, OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE
REGISTRATION UNDER THE U.S. SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH
ANY APPLICABLE STATE SECURITIES LAWS, AND IN THE CASE OF SUBPARAGRAPH D(i) OR
(E) THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED
STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT.
DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF
TRANSACTIONS ON STOCK EXCHANGES IN THE UNITED STATES OF AMERICA.
THIS SECURITY MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF,
OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON IN THE UNITED STATES OR A U.S. PERSON
UNLESS THIS SECURITY AND SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE
BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE STATE
SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS
AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S
UNDER THE U.S. SECURITIES ACT.
WARRANT TO PURCHASE COMMON SHARES
BIO NITROGEN CORPORATION
Certificate Number Number of Warrants W 2012 - [] []
THIS CERTIFIES that [Insert Name of Holder] of [Insert Address] (the "Holder")
is the registered holder of [] warrants (the "Warrants") of Bio Nitrogen
Corporation (the "Corporation"), each of which entitles the Holder, subject to
the terms and conditions set forth in this Warrant certificate, to acquire from
the Corporation twenty five thousand (25,000) common shares (each a "Common
Share") in the capital of the Corporation at any time commencing on the date
hereof and continuing up to and including 5:00 p.m. (Eastern Daylight Time) on
June 30, 2015 (the "Time of Expiry") on payment of USD$0.06 per Common Share
(the "Exercise Price"). The number of Common Shares that the Holder is entitled
to acquire upon exercise of the Warrants and the Exercise Price thereto are
subject to adjustment as hereinafter provided.
1.Exercise of Warrant.
(a) Election to Acquire. The rights evidenced by this Warrant certificate may
be exercised by the Holder at any time or from time to time prior to the Time of
Expiry in whole or in part and in accordance with the provisions hereof by