1.1

In these Terms and Conditions, except as otherwise expressly provided herein, the following words and phrases will have the following meanings:

1.2

In these Terms and Conditions, except as otherwise expressly provided herein:

1.3

The Warrants will be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable thereto and will be treated in all respects as legal contracts under the laws of the Province of British Columbia.

2.1

The Corporation may at any time and from time to time issue share purchase warrants or grant options or similar rights to purchase securities of the Corporation.

2.2

In the event that a Warrant Certificate becomes mutilated, lost, destroyed or stolen, the Corporation, in its sole discretion, may 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 Warrant Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Warrant Certificate, and the Warrants represented by such substituted Warrant Certificate will be entitled to the benefit hereof and rank equally in accordance with its terms with all other Warrants of the same issue. The Corporation may charge a reasonable fee for the issuance and delivery of a new Warrant Certificate.

2.3

The applicant for the issue of a new Warrant Certificate pursuant hereto will bear the cost of the issue thereof and in the case of loss, destruction or theft furnish to the Corporation such evidence of ownership, and of loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen as will be satisfactory to the Corporation in its sole discretion.

2.4

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

2.5

The Holder acknowledges and agrees that the Warrants and any Shares issued pursuant to the exercise of any Warrants have been or will be issued only on a “private placement” basis and that the Corporation has no obligation to file any prospectus or registration statement in any jurisdiction in order to qualify any Warrants or Shares for resale. The Holder is an “accredited investor” as defined in NI 45-106 and the Holder has completed, signed and delivered to the Corporation an Accredited Investor Certificate which indicates the category of “accredited investor” that correctly and in all respects describes the Holder.

2.6

The Corporation shall maintain a register of holders in which shall be entered the names and addresses of the holders of the Warrants and of the number of Warrants held by them. Such register shall be open at all reasonable times for inspection by the Holder. The Corporation shall notify the Holder forthwith of any change of address of the principal office of the Corporation.

3.1

A Warrant Certificate in any authorized denomination, upon compliance with the reasonable requirements of the Corporation, may be exchanged for a Warrant Certificate(s) in any other authorized denomination of the same issue entitling the Holder to purchase an equal aggregate number of Shares at the same Exercise Price and on the same terms as the Warrant Certificate so exchanged.

3.2

Warrants may be exchanged only with the Corporation. Any Warrants tendered for exchange will be surrendered to the Corporation and cancelled.

3.3

The Warrants are transferable on the terms and conditions contained herein and by the Holder completing and submitting to the Corporation a completed and duly executed Warrant Transfer Form.

3.4

Subject to Section 3.3, a Holder may transfer a number of Warrants less than the number evidenced by the Warrant Certificate. In the event of any transfer of a number of Warrants less than the number evidenced by the Warrant Certificate, the Holder, upon transfer thereof, will be entitled to receive a new Warrant Certificate in respect of the balance of the Warrants evidenced by the original Warrant Certificate but which were not then transferred.

3.5

This Warrant Certificate and the Warrants evidenced hereby may be transferred or assigned by the Holder, without the prior written consent of the Corporation, to an Affiliate of the Holder. Upon any such transfer and the surrender of this Warrant Certificate, the Corporation will issue a Warrant Certificate registered in the name of the transferee or as it may direct. Upon any transfer of less than all of the Warrants evidenced hereby, the aggregate exercise price specified in each new Warrant Certificate shall be reduced accordingly.

3.6

On exchange of Warrants, the Corporation, except as otherwise herein provided, may charge a reasonable fee for each new Warrant Certificate issued and payment of any transfer taxes or governmental or other charges required to be paid will be made by the party requesting such exchange.

3.7

The Corporation may deem and treat the Holder as the absolute owner of such Warrant for all purposes and will not be affected by any notice or knowledge to the contrary.

3.8

Unless otherwise expressly provided, any notice to be given to a Holder will be deemed to be validly given, if mailed to the address of the Holder as set out on the Warrant Certificate. Any notice so given will be deemed to have been received five days from the date of

4.1

The right to purchase Shares conferred by a Warrant may be exercised by the Holder surrendering the Warrant Certificate, together with a duly completed and executed Warrant Exercise Form and a certified cheque or bank draft payable to the Corporation at the address as set out on the Warrant Certificate, for the purchase price applicable at the time of surrender in respect of the Shares subscribed for in lawful money of Canada.

4.2

Upon proper exercise of the right to purchase Shares, the Shares subscribed for will be deemed to have been issued, and the Holder will be deemed to have become the holder of such Shares on the date of such surrender of the Warrant Certificate and payment of the purchase price.

4.3

Within five business days after proper exercise of the right to purchase Shares, the Corporation will cause to be delivered to the person in whose name the Shares are directed to be registered as specified in such Warrant Exercise Form, or if no such direction is given, the Holder, a certificate, or in the case of an uncertificated issue, documentation evidencing such Shares, for the appropriate number of Shares not exceeding those which the Holder is entitled to purchase pursuant to the Warrant Certificate surrendered.

4.4

A Holder may purchase a number of Shares less than the number which the Holder is entitled to purchase pursuant to the surrendered Warrant Certificate. In the event of any purchase of a number of Shares less than the number which can be purchased pursuant to a Warrant Certificate, the Holder, upon exercise thereof, will, in addition to certificates representing Shares issued on such exercise, be entitled to receive a new Warrant Certificate in respect of the balance of the Shares which the Holder was entitled to purchase pursuant to the surrendered Warrant Certificate but which were not then purchased.

4.5

No fractional Shares shall be issuable upon exercise of the Warrants and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise of the Warrants, the Corporation shall eliminate such fractional share interest by paying the Holder an amount computed by multiplying the fractional interest by the fair market value, as determined by the Corporation’s board of directors, of a full Share.

4.6

After the Expiry Date, all rights under the Warrants will wholly cease and terminate, and the Warrants will thereupon be void and of no effect.

4.7

The Shares received by the Holder upon the exercise of the Warrants may be subject to a hold period as determined by the Securities Act (British Columbia) and/or other applicable securities laws and any certificates representing the Shares may bear certain legends to that effect.

4.8

This Warrant and the Shares to be issued upon its exercise 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. This Warrant may not be exercised in the United States, or by or for the account or benefit of a U.S. person or a person in the United States without registration under the U.S. Securities Act and applicable state securities laws, or compliance with the requirements of an exemption from registration.

5.1

The Corporation will reserve, and there will remain unissued out of its authorized capital, a sufficient number of Shares to satisfy the rights of purchase provided for in all Warrants from time to time outstanding. The Corporation covenants and agrees that all Shares which shall be so issuable will, upon issuance and payment therefor, be duly authorized and issued as fully paid and non-assessable common shares in the capital of the Corporation. The Corporation will take all such commercially reasonable actions as are within its power to ensure that all such Shares may be so issued without violation of any applicable law or requirement of any exchange upon which the Shares may be listed.

6.1

If at any time while all or any portion of the Warrants remain outstanding there shall be a Capital Reorganization and the Holder exercises all or any portion of the Warrants after the effective date of such Capital Reorganization, the Holder shall be entitled to receive, in lieu of the number of Shares to which the Holder was theretofore entitled to receive upon such exercise, the kind and amount of securities or property which the Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the Holder had been the registered holder of the number of Shares to which the

6.2

If at any time while all or any portion of the Warrants remain outstanding the Corporation shall:

(x)

the Exercise Price will be adjusted, in the case of clause (a), effective immediately after the record date on which the holders of Shares entitled to receive a dividend is determined, or, in the case of clauses (b) and (c), on the effective date of the Share Reorganization, by multiplying the Exercise Price in effect immediately prior to such date by a fraction (A) the numerator of which is the number of Shares outstanding on such record date or immediately before giving effect to the Share Reorganization, as the case may be, and (B) the denominator of which is the number of Shares outstanding immediately after giving effect to the Share Reorganization; and

(y)

concurrent with each adjustment of the Exercise Price in accordance with this Section 6.2, the number of Shares the Holder shall be entitled to acquire on any exercise of the Warrants shall be adjusted to that number of Shares obtained by multiplying the number of Shares the Holder was entitled to acquire upon the exercise of the Warrants immediately prior to such adjustment by a fraction (A) the numerator of which is the Exercise Price in effect immediately prior to such adjustment and (B) the denominator of which is the Exercise Price resulting from such adjustment.

6.3

The adjustments provided for in this Part 6 are cumulative and shall be made successively whenever an event referred to herein shall occur.

6.4

In the event of any dispute arising with respect to the adjustments provided in this Part 6, such dispute will, absent manifest error, be conclusively resolved by a firm of chartered

6.5

As a condition precedent to the taking of any action which would require any adjustment pursuant to this Part 6, the Corporation will take any corporate action which may, in the opinion of the Corporation’s legal counsel, be necessary in order that the securities to which the Holder is entitled on the full exercise of the Warrants shall be available for such purpose and that such securities may be validly and legally issued as fully paid and non-assessable securities of the Corporation.

6.6

As promptly as reasonably practicable after the occurrence of any event which requires an adjustment pursuant to this Part 6, the Corporation will deliver a notice to the Holder specifying in reasonable detail the nature of the event requiring the adjustment and the amount and/or nature of the adjustment necessitated by such event.

6.7

The Corporation shall not, by amendment of its Articles or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under the Warrants by the Corporation, but shall at all times in good faith assist in carrying out all the provisions of this Part 6 and in taking all such action as may be necessary or appropriate to protect the Holder’s rights under this Part 6 against impairment.

7.1

From time to time the Corporation may, subject to the provisions of the Warrant Certificate, when so directed by the Holders, modify the terms and conditions hereof, for any one or more or all of the following purposes:

7.2

Nothing herein contained will prevent any amalgamation or merger of the Corporation with or into any other corporation, or the sale of the property or assets of the Corporation to any corporation lawfully entitled to acquire the same; provided however that the corporation formed by such merger or amalgamation or which acquires by conveyance or transfer all or substantially all the properties and assets of the Corporation will be a corporation organized and existing under the laws of Canada or of the United States of America or any Province, State, District or Territory thereof, which will, 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 and will succeed to and be substituted for the Corporation, and such changes in phraseology and form (but not in substance) may be made in the Warrant Certificate as may be appropriate in view of such amalgamation, merger or transfer.

7.3

Nothing herein contained will prevent the Corporation from issuing any other securities or rights with respect thereto during the period within which a Warrant is exercisable, upon such terms as the Corporation may deem appropriate.