DIAMEDICA THERAPEUTICS INC.

By:_________________________________________________

(Authorized Officer)

(full name of Transferee)

(full address of Transferee)

Signature Guaranteed

(Signature of Warrantholder)

1)

The signature of the Warrantholder must be the signature of the person appearing on the face of this Warrant Certificate.

2)

If the Transfer Form is signed on behalf of a corporation, partnership, association, or by an agent, trustee, executor, administrator, curator, guardian, attorney or any person acting in a judicial or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Corporation.

3)

The signature on the Transfer Form must be guaranteed by one of the following methods:

4)

This Warrant bears a restrictive legend under the U.S. Securities Act of 1933, this transfer must be accompanied by a legal opinion of counsel or other evidence of exemption reasonably satisfactory to DiaMedica Therapeutics Inc.

5)

Warrants shall only be transferable in accordance with applicable laws.

Name:

Address in full:

Social Insurance Number/Business Number:

Signature Guaranteed

(Signature of Warrantholder)

(Print full name)

(Print full address)

1.

The certificates are issued subject to the terms and conditions attached as Schedule “A” to the Warrant Certificate.

2.

If the Exercise Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a judicial or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Corporation.

1.1

Definitions

(a)

"Applicable Legislation" means the provisions of the Canada Business Corporations Act as from time to time amended;

(b)

"Business Day" means a day that is not a Saturday, Sunday, a day on which banks are closed in the City of Toronto, Ontario or a civic or statutory holiday in the City of Toronto, Ontario;

(c)

"certificate of the Corporation" means a certificate signed in the name of the Corporation by its Chairman, President or Chief Financial Officer and may consist of one or more instruments so executed.

(d)

"Common Shares" means, subject to Section 4.1, fully paid and non assessable common shares of the Corporation as presently constituted;

(e)

"Corporation's Auditors" means a firm of chartered accountants duly appointed as auditors of the Corporation;

(f)

"Counsel" means a barrister or solicitor or a firm of barristers and solicitors retained by the Corporation;

(g)

"Current Market Price" of the Common Shares at any date means the volume-weighted average trading price per share for such shares for the last ten consecutive Trading Days ending three trading days prior to such date on the Exchange or, if on such date the Common Shares are not listed on the Exchange, on such stock exchange upon which such shares are listed and as selected by the directors, or, if such shares are not listed on any stock exchange, then on such over the counter market or otherwise as may be determined by the directors, acting reasonably;

(h)

"director" means a director of the Corporation for the time being and, unless otherwise specified herein, reference without more to action "by the directors" means action by the directors of the Corporation as a board or, whenever duly empowered, action by any committee of such board;

(i)

"Effective Date" means the date hereof;

(j)

"Exchange" means the TSX Venture Exchange;

(k)

"Exercise Date" means, with respect to any Warrant, the date on which the Warrant Certificate representing such Warrant is duly surrendered for exercise along with full payment of the Exercise Price, all in accordance with the terms hereof;

(l)

"Exercise Price" means USD$0.35 per share, subject to adjustment as provided herein;

(m)

"Expiry Date" means December 18, 2019;

(n)

"person" means an individual, body corporate, partnership, trust, trustee, executor, administrator, legal representative or any unincorporated organization;

(o)

"Shareholder" means a holder of record of one or more Common Shares;

(p)

"Subsidiary of the Corporation" or "Subsidiary" means any corporation of which more than fifty (50%) percent of the outstanding Voting Shares are owned, directly or indirectly, by or for the Corporation, provided that the ownership of such shares confers the right to elect at least a majority of the board of directors of such corporation and includes any corporation in like relation to a Subsidiary;

(q)

“Terms and Conditions” means these Terms and Conditions which form a part of the Warrant Certificate;

(r)

"Time of Expiry" means 5:00p.m. (Central time) on the Expiry Date;

(s)

"Trading Day" means, with respect to a stock exchange, a day on which such exchange is open for the transaction of business and with respect to the over the counter market means a day on which the Exchange is open for the transaction of business;

(t)

"Units" means the units offered by the Corporation pursuant to a non-brokered private placement, each such unit consisting of one Common Share and one Warrant;

(u)

"Voting Shares" means shares of the capital stock of any class of any corporation carrying voting rights under all circumstances, provided that, for the purposes of such definition, shares which only carry the right to vote conditionally on the happening of an event shall not be considered Voting Shares, whether or not such event shall have occurred, nor shall any shares be deemed to cease to be Voting Shares solely by reason of a right to vote accruing to shares of another class or classes by reason of the happening of any such event;

(v)

"Warrant" means a whole Common Share purchase warrant of the Corporation, with one Warrant forming part of each Unit, and to be issued pursuant to and in accordance with this Warrant Certificate entitling holders of each whole Warrant to acquire one Common Share at the Exercise Price until the Time of Expiry for each whole common share purchase Warrant held, subject to the terms and conditions herein;

(w)

"Warrant Certificate" means this Warrant certificate exhibits, attachments and schedules thereto;

(x)

"this Warrant Certificate" "this Certificate", "herein", "hereby", "hereof" and similar expressions mean and refer to this Warrant Certificate; and the expressions "Article", "Section", "subsection" and "paragraph" followed by a number, letter or both mean and refer to the specified article, section, subsection or paragraph of this Warrant Certificate;

(y)

"Warrantholder", or "holder" means the person who is the registered owner of the Warrants;

1.2

Gender and Number

1.3

Interpretation not Affected by Headings, etc.

1.4

Day not a Business Day

1.5

Time of the Essence

1.6

Currency

1.7

Applicable Law

2.1

Terms of Warrants

(a)

Each Warrant shall entitle the holder thereof, upon the exercise thereof prior to the Time of Expiry, to acquire one (1) Common Share on payment of the Exercise Price.

(b)

No fractional Warrants shall be issued or otherwise provided for hereunder.

(c)

The number of Common Shares which may be acquired pursuant to the exercise of Warrants shall be adjusted in the circumstances and in the manner specified in Article 4.

2.2

Warrantholder not a Shareholder

2.3

Form of Warrants

2.4

Signing of Warrant Certificates

2.5

Issue in Substitution for Warrant Certificates Lost, etc.

(a)

If any Warrant Certificate becomes mutilated or is lost, destroyed or stolen, the Corporation, subject to applicable law and to Subsection 2.5(b), shall issue, a new Warrant Certificate of like 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 substituted Warrant Certificate shall be in substantially the same as this Warrant Certificate and the Warrants evidenced thereby shall be entitled to the benefits hereof.

(b)

The applicant for the issue of a new Warrant Certificate pursuant to this Section 2.5 shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Corporation such evidence of ownership and of the loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen as shall be satisfactory to the Corporation, in its sole discretion, acting reasonably, and such applicant shall also be required to furnish an indemnity or security in amount and form satisfactory to the Corporation, in its sole discretion, and shall pay the reasonable charges of the Corporation in connection therewith.

2.6

Exchange of Warrant Certificates

(a)

Any one or more Warrant Certificates representing any number of Warrants may, upon compliance with the reasonable requirements of the Corporation, be exchanged for one or more other Warrant Certificates representing the same aggregate number of Warrants as represented by the Warrant Certificate or Warrant Certificates tendered for exchange.

(b)

Warrant Certificates may be exchanged only at the Corporation or at any other place that is designated by the Corporation. Any Warrant Certificate tendered for exchange shall be cancelled by the Corporation.

(c)

The Corporation shall sign all Warrant Certificates necessary to carry out exchanges as aforesaid.

(d)

Warrant Certificates issued pursuant to this Section 2.6 shall be in same form and shall bear the same legends as those Warrant Certificates they are exchanged for.

2.7

Transfer and Ownership of Warrants

(a)

A Warrantholder may transfer his or her Warrants in the manner and subject to the terms set out in this Warrant Certificate. Each Warrantholder, by its acceptance of the Warrants, will be deemed to have acknowledged and agreed to the restrictions on the transfer of Warrants set out herein.

(b)

Subject to Subsection 2.7(c), title to the Warrants shall be transferable by delivery of the Warrant Certificates and the duly completed and executed transfer form, together with all necessary endorsements or proper instruments of transfer; provided that registration of the transfer by the Corporation shall be necessary to become a registered holder of the Warrant Certificate and to enjoy the rights and benefits of registration set out in this Warrant Certificate. The Corporation may deem and treat the registered owner of any Warrant as the beneficial owner thereof for all purposes and the Corporation shall not be affected by any notice or knowledge to the contrary except as required by statute or court of competent jurisdiction.

(c)

Warrants may only be transferred on the register of the Corporation kept at the Corporation by the registered holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Corporation, upon surrendering to the Corporation for cancellation the Warrant Certificate evidencing such Warrants and upon compliance with:

(ii)

such reasonable requirements as the Corporation may prescribe, including, without limitation, the payment of all stamp taxes or governmental or other charges arising by reason of such transfer; and

(iii)

all applicable securities legislation and requirements of regulatory authorities.

(d)

Notwithstanding any provision to the contrary contained in this Warrant Certificate, the Corporation will, on the advice of counsel, acting reasonably, be entitled to refuse to recognize and transfer, or enter the name of any transferee of any Warrant on the register if such transfer would constitute a violation of the securities laws of any jurisdiction.

(e)

The holder of Warrants evidenced by a Warrant Certificate may transfer a number of Warrants less than the total number of Warrants evidenced by such Warrant Certificate. In the event of a transfer by a holder of a number of Warrants of less than the total number evidenced by a surrendered Warrant Certificate, the holder shall be entitled to receive a new Warrant Certificate evidencing the balance of the Warrants that are not being transferred.

(f)

The Corporation will deem and treat the registered owner of any Warrant as the beneficial owner thereof for all purposes and the Corporation shall not be affected by any notice to the contrary. Subject to the provisions of this Warrant Certificate and applicable legislation, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants free from all equities or rights of set off or counterclaims between the Corporation and the original and any intermediate holder of the Warrants, and the issue of Common Shares by the Corporation, upon the exercise of Warrants by any Warrantholder in accordance with the terms and conditions herein contained, shall discharge all responsibilities of the Corporation with respect to such Warrants and the Corporation shall not be bound to inquire into the title of any such holder.

(g)

The Warrants and the Common Shares issuable upon exercise thereof have not been registered under the U.S. Securities Act, or the securities laws of any State, and may not be transferred unless the Warrants and the Common Shares issuable upon exercise thereof have been registered under the U.S. Securities Act and the securities laws of all applicable States or an exemption or exclusion from such registration requirements is available. The Corporation shall not permit the transfer of any Warrants unless the holder thereof has provided to the Corporation an opinion of counsel, or other evidence, in form reasonably satisfactory to the Corporation, to the effect that such transfer of Warrants does not require registration under the U.S. Securities Act or any applicable State laws and regulations governing the offer and sale of securities.

2.8

Charges for Exchange or Transfer

2.9

Cancellation of Surrendered Warrants

2.10

Assumption by Transferee and Release of Transferor

3.1

Exercise of Warrants by the Holder

(a)

Prior to the Exercise Date, the registered holder of Warrants may exercise the right conferred on such holder to purchase Common Shares by delivering to the Corporation as hereinafter provided, a duly completed and executed exercise form in the form approved by the Corporation and substantially in the form attached hereto as Schedule “A” (the “Exercise Form”) of the registered holder, or his or her executors, or administrators or other legal representative or his or her attorney duly appointed by an instrument in writing in a form and manner satisfactory to the Corporation, together with such other documentation as the Corporation may reasonably require, specifying the number of Common Shares subscribed for together with a certified cheque, bank draft or money order in lawful currency of Canada payable to or to the order of the Corporation at par in an amount equal to the Exercise Price multiplied by the number of Common Shares being purchased.

(b)

Each Exercise Form referred to in Subsection 3.1(a) shall be signed by the Warrantholder or the Warrantholder’s executors or administrators or other legal representatives or an attorney of the Warrantholder duly appointed by an instrument in writing satisfactory to the Corporation, acting reasonably, and shall specify the number of Common Shares which the holder wishes to acquire (being not more than those which the holder is entitled to acquire pursuant to the applicable Warrant Certificate surrendered).

(c)

The Corporation may stipulate such requirements respecting the exercise of Warrants as it determines to be necessary for the purpose of effecting such exercise in a commercially reasonable manner. Any expense associated with the preparation and delivery of Exercise Forms will be for the account of the Warrantholder.

(d)

Notwithstanding the foregoing in this Section 3.1, a Warrantholder who exercises Warrants pursuant to this Section 3.1 will be deemed to have certified that the Warrantholder is not a resident of the United States or a U.S. Person on the Exercise Date. “United States” and “U.S. Person” are as defined in Regulation S under the United States Securities Act of 1933, as amended.

3.2

Transfer Fees and Taxes

3.3

Effect of Exercise of Warrants

(a)

Upon the exercise of Warrants pursuant to Section 3.1 and subject to Section 3.4, the Common Shares to be issued shall be issued and the person or persons to whom such Common Shares are to be issued shall become the holder or holders of record of such Common Shares on the Exercise Date unless the transfer registers of the Corporation shall be closed on such date, in which case the Common Shares issued upon the exercise of any Warrants shall be issued and such person or persons shall become the holder or holders of record of such Common Shares, on the date on which such transfer registers are reopened.

(b)

Upon the due exercise of Warrants pursuant to Section 3.1 and subject to Section 3.4, the Corporation or its nominee shall, as soon as practicable and in any event within five (5) Business Days after the Exercise Date, cause to be mailed to the person or persons in whose name or names the Warrant is registered or, if so specified in writing by the holder, cause to be delivered to such person or persons at the Corporation where the Warrant Certificate was surrendered, a certificate or certificates for the appropriate number of Common Shares issued upon exercise of the Warrants evidenced by the Warrant Certificate.

3.4

Partial Exercise of Warrants; Fractions

(a)

The holder of any Warrants may exercise his right to acquire Common Shares in part and may thereby acquire a number of Common Shares less than the aggregate number which such holder is entitled. In the event of any exercise of a number of Warrants less than the number which the holder is entitled to exercise, the holder of the Warrants upon such exercise shall, in addition, be entitled to receive, without charge therefor, a new Warrant Certificate(s) in respect of the balance of the Warrants represented by the surrendered Warrant Certificate(s) and which were not then exercised.

(b)

Notwithstanding anything herein contained, including any adjustment provided for in Article 4, the Corporation shall not be required, upon the exercise of any Warrants (and after taking into account the aggregate number of Common Shares purchased pursuant to the exercise of all Warrants by a particular holder on a particular Exercise Date), to issue fractions of Common Shares or to distribute certificates which evidence a fractional Common Share. The Corporation shall not be required to make any payment to a Warrantholder who, absent this Subsection 3.4(b), would otherwise have been entitled to receive a fractional Common Share.

3.5

Expiration of Warrants

(a)

Immediately after the Time of Expiry, all rights under any Warrant in respect of which the right of acquisition herein and therein provided for shall not have been exercised shall cease and terminate and such Warrant shall be void and of no further force or effect except to the extent that the Warrantholder has not received certificates representing the Common Shares held by it, in which instances the Warrantholder's rights hereunder shall continue until it has received that to which it is entitled hereunder.

(b)

Notwithstanding anything else to the contrary contained herein, if at any time prior to December 19, 2019 the volume-weighted average trading price of the Common Shares on the Exchange (or such other recognized Canadian stock exchange as the Common Shares are then trading on) exceeds USD$0.60 per share for a period of 21 consecutive trading days, the Corporation may, at its option, accelerate the Expiry Date by delivery of an Acceleration Notice to the Warrantholder and issuing an Acceleration Press Release, and, in such case, the Expiry Date shall be deemed to be the 21st day following the later of (i) the date on which the Acceleration Notice is sent to the Warrantholder, and (ii) the date of issuance of the Acceleration Press Release.

3.6

Securities Restrictions

4.1

Adjustment of Number of Common Shares

(a)

if and whenever at any time from the date hereof and prior to the Time of Expiry, the Corporation shall:

(i)

subdivide, redivide or change its outstanding Common Shares into a greater number of shares;

(ii)

reduce, combine or consolidate its outstanding Common Shares into a smaller number of shares; or

(iii)

issue Common Shares or securities exchangeable for or convertible into Common Shares to all or substantially all the holders of the then outstanding Common Shares by way of stock dividend or otherwise (other than the issue of Common Shares to holders of Common Shares pursuant to their exercise of options or the exercise of previously granted warrants, including the Warrants issued hereunder, or as dividends in the form of Common Shares in lieu of dividends paid in the ordinary course on the Common Shares);

(b)

if and whenever at any time from the date hereof and prior to the Time of Expiry, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Subsection 4.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale, lease, exchange or transfer 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, a Warrantholder shall be entitled to receive and shall accept, in lieu of the number of Common Shares originally sought to be acquired by it, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such consolidation, amalgamation, arrangement or merger, or to which such sale, lease, exchange or transfer may be made, as the case may be, that such Warrantholder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale, lease, exchange or transfer, if, on the record date or the effective date thereof, as the case may be, the Warrantholder had been the registered holder of the number of Common Shares originally sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Warrants. If determined appropriate by the Corporation to give effect to or to evidence the provisions of this Subsection 4.1(b), 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, arrangement, merger, sale, lease, exchange or transfer, issue a new Warrant Certificate or amend this Warrant Certificate which shall provide, to the extent possible, for the application of the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder to the end that the provisions set forth in this Warrant Certificate shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Warrantholder is entitled on the exercise of its acquisition rights thereafter. Any warrant certificate issued by the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Corporation 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, consolidations, amalgamations, arrangements, mergers, sales, leases, exchanges or transfers;

(c)

if and whenever at any time after the date hereof and prior to the Time of Expiry:

(i)

the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all of the holders of Common Shares entitling them to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for Common Shares) at a price per share (or having a conversion price per share or exchange price per share) less than 95% of the Current Market Price on such record date, and

(ii)

the Corporation does not fix a record date for the same date as the record date provided in (c)(i) for the issuance to the Warrantholder of equivalent rights, options or warrants as provided to holders of Common Shares in the event described in (c)(i) and on equivalent terms thereto,

A

=

Total number of Common Shares outstanding on the record date

B

=

Aggregate gross 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)

C

=

Current Market Price on the record date

D

=

Total number of additional Common Shares offered for subscription or purchase (or into or for which the convertible or exchangeable securities so offered are convertible or exchangeable)

(iii)

any Common Shares owned by or held for the account of the Corporation or any Subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation;

(iv)

such adjustment shall be made successively whenever such a record date is fixed;

(v)

to the extent that any such 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; and

(vi)

upon any adjustment of the Exercise Price pursuant to this subsection 4.1(c), the number of Common Shares subject to the right of purchase under each Warrant shall be contemporaneously adjusted by multiplying the number of Common Shares theretofore obtainable on the exercise thereof 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 adjustment;

(d)

if and whenever at any time after the date hereof and prior to the Time of Expiry:

(i)

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:

(A)

securities of any class, whether of the Corporation or any other corporation (other than a distribution of securities in respect of which an adjustment is provided for in Section 4.1(a), (b) or (c));

(B)

evidence of its indebtedness; or

(C)

assets or property of the Corporation; and

(ii)

the Corporation does not fix a record date for the same date as the record date provided for in (d)(i) for the issuance to the Warrantholder of equivalent shares, evidence of indebtedness, assets or property as provided to holders of Common Shares in the event described in (d)(i) and on equivalent terms thereto,

A

=

Total number of Common Shares outstanding on such record date

B

=

Current Market Price on such record date

C

=

Aggregate fair market value of such securities, evidence of indebtedness or assets so distributed

(iii)

any Common Shares owned by or held for the account of the Corporation or any Subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation;

(iv)

such adjustment shall be made successively whenever such a record date is fixed;

(v)

to the extent that such distribution is not so made or any rights, options or warrants distributed are not exercised prior to their 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 such shares, evidences of indebtedness or assets actually distributed, as the case may be; and

(vi)

upon any adjustment of the Exercise Price pursuant to Subsection 4.1(d), the number of Common Shares subject to the right of purchase under each Warrant shall be contemporaneously adjusted by multiplying the number of Common Shares theretofore obtainable on the exercise thereof 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 adjustment;

(e)

the adjustments provided for in this Article 4 in the number of Common Shares and classes of securities which are to be received on the exercise of Warrants are cumulative. After any adjustment pursuant to this Section 4.1, the term "Common Shares" where used in this Warrant Certificate shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, the Warrantholder is entitled to receive upon the exercise of its Warrant, and the number of Common Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Common Shares or other property or securities a Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a Warrant;

(f)

subject only to this Article 4, no Warrantholder shall be entitled to receive at any time cash or property of any kind in lieu of those Common Shares issuable on the exercise of the Warrants held by such Warrantholder; and

(g)

if and whenever at any time from the date hereof and prior to the Time of Expiry, the Corporation shall take any action affecting or relating to the Common Shares, other than any action described in this Article, which in the opinion of the Corporation would prejudicially affect the rights of any holders of Warrants, the number of Common Shares to be issued on the exercise of Warrants and the exercise price thereof will, subject to the approval of the Exchange, be adjusted by the Corporation in such manner, if any, and at such time, as the Corporation may in its sole discretion determine to be equitable in the circumstances.

4.2

No De Minimis Adjustments

4.3

Entitlement to Shares on Exercise of Warrant

4.4

Determination by Corporation's Auditors

4.5

Proceedings Prior to any Action Requiring Adjustment

4.6

Certificate of Adjustment

4.7

Notice of Special Matters

4.8

No Action after Notice

5.1

General Covenants

(a)

it will allot and reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares upon the exercise of the Warrants;

(b)

it will cause the Common Shares and any certificates representing the Common Shares from time to time acquired pursuant to the exercise of the Warrants to be duly issued and delivered in accordance with this Warrant Certificate, if any, and the terms hereof;

(c)

upon payment of the Exercise Price, all Common Shares which shall be issued upon exercise of the rights to acquire provided for in this Warrant Certificate shall be fully paid and non assessable;

(d)

it will use its reasonable commercial efforts to maintain its corporate existence; carry on and conduct its business in a proper, efficient and business-like manner in accordance with good business practice; keep or cause to be kept proper books of account in accordance with Canadian generally accepted accounting practice;

(e)

it will use its reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) continue to be or are listed and posted for trading on the Exchange, provided that the foregoing shall not restrict or prevent the Corporation from (i) completing a plan of arrangement, take over bid or other business combination which could or may result in delisting of the Common Shares or (ii) graduating to the Toronto Stock Exchange or listing its shares on another recognized stock exchange in Canada or the United States;

(f)

it will use its reasonable commercial efforts to maintain its status as a reporting issuer in good standing, in the provinces of Alberta, British Columbia, Manitoba, Ontario and Québec provided that the foregoing shall not restrict or prevent the Corporation from completing a plan of arrangement, take over bid or other business combination which could or may result in the Corporation ceasing to be a reporting issuer in any such jurisdiction;

(g)

it will use its reasonable commercial efforts to make all requisite filings to be made by it under applicable Canadian securities legislation and stock exchange rules including without limitation to report the exercise of the rights to acquire Common Shares pursuant to Warrants or otherwise; and

(h)

generally, it will well and truly perform and carry out all of the acts or things to be done by it as provided in this Warrant Certificate.

5.2

Optional Purchases by the Corporation

6.1

Immunity of Shareholders, etc.

6.2

Limitation of Liability

7.1

Notice to the Corporation and the Warrantholder

(a)

Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation or the Warrantholder shall be deemed to be validly given if delivered or if sent by registered letter, postage prepaid or if sent by facsimile:

(b)

The Corporation or the Warrantholder may from time to time notify the other in the manner provided in subsection 7.1(a) of a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of the Corporation or the Warrantholder, as the case may be, for all purposes of this Warrant Certificate.

(c)

If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Warrantholder or to the Corporation hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered or sent by telecopier or facsimile at the appropriate address or number provided in Subsection 7.1(a).

7.2

Satisfaction and Discharge of Warrant Certificate

(a)

the date by which there shall have been delivered to the Corporation for exercise or destruction all Warrant Certificates theretofore certified hereunder; or

(b)

the Time of Expiry,

7.3

Provisions of Warrant Certificate and Warrants for the Sole Benefit of the Corporation and Warrantholder

7.4

Evidence of Ownership

(a)

Upon receipt of a certificate of any bank, trust company or other depositary satisfactory to the Corporation stating that the Warrants specified therein have been deposited by a named person with such bank, trust company or other depositary and will remain so deposited until the expiry of the period specified therein, the Corporation may treat the person so named as the owner, and such certificate as sufficient evidence of the ownership by such person of such Warrant during such period, for the purpose of any requisition, direction, consent, instrument or other document to be made, signed or given by the holder of the Warrant so deposited.

(b)

The Corporation may accept as sufficient evidence of the fact and date of the signing of any requisition, direction, consent, instrument or other document by any person:

(i)

the signature of any officer of any bank, trust company, or other depositary satisfactory to the Corporation as witness of such execution,

(ii)

the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded at the place where such certificate is made that the person signing acknowledged to him the execution thereof,

(iii)

a statutory declaration of a witness of such execution, or

(iv)

such other documentation as is satisfactory to the Corporation.

7.5

Privacy Laws

7.6

Severability