WARRANT INDENTURE
THIS WARRANT INDENTURE is dated as of March 21, 2011.
BETWEEN:
FANCAMP EXPLORATION LTD., a corporation incorporated under the laws of the Province of British Columbia (the “Corporation”),
- and -
COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company
existing under the laws of Canada and authorized to carry on business in all
provinces of Canada (the “Warrant Agent”)
WHEREAS the Corporation is proposing to issue up to 1,000,000Common Share
Purchase Warrants pursuant to this Indenture;
AND WHEREAS pursuant to this Indenture, each Warrant shall, subject to adjustment, entitle the holder thereof to acquire one (1) Common Share upon payment of the Exercise Price upon the terms and conditions herein set forth;
“Exercise Price” at any time means the price at which a whole Common Share may be purchased by the exercise of a whole Warrant, which is initially $0.90per Common Share, payable in immediately available Canadian funds, subject to adjustment in accordance with the provisions of Section 4.1;
AND WHEREAS all acts and deeds necessary have been done and performed to make the Warrants, when created and issued as provided in this Indenture, legal, valid and binding upon the Corporation with the benefits and subject to the terms of this Indenture;
AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Corporation and not by the Warrant Agent;
NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Corporation hereby appoints the Warrant Agent as warrant agent to hold the rights, interests and benefits contained herein for and on behalf of those persons who from time to time become the holders of Warrants issued pursuant to this Indenture and the parties hereto agree as follows: